Directors Report of Dynamic Services & Security Ltd.

Mar 31, 2025

Your Directors are pleased to present the 9^th Annual Report on the business and operations of Dynamic
Services & Security Limited ("the Company/ your Company") together with the Audited Financial
Statements for the Financial Year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year under review along with previous year figures
is given hereunder:

(Amount in Lakh)

Particulars	Consolidated		Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	27,473.75	11,934.59	15301.70	10,443.57
Other Income	209.96	38.50	31.65	28.60
Total Income	27,683.71	11,973.09	15,333.35	10,472.17
Total Expenses	24,622.78	10,652.46	13,592.02	9,251.97
Profit/(Loss) before tax	3,061.28	1,320.63	1741.33	1,220.20
Tax Expenses	980.14	406.59	510.87	363.90
Profit/(Loss) after tax	2,081.14	914.04	1230.46	856.30
Earnings Per Equity Share	7.21	6.63	5.23	6.40
Basic (Rs.)	7.21	6.63	5.23	6.40
Diluted (Rs.)	7.21	3.83	5.23	3.70

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

The Company has reported standalone revenue of Rs. 15,301.70 Lakhs for the current year as
compared to Rs. 10,443.57 Lakh in the previous year and consolidated revenue of Rs. 27,473.75
Lakhs for the current year as compared to Rs. 11,934.59 Lakh in the previous year. Whereas
standalone revenue increased approx. by 35% from previous year, consolidated revenue increased
approx. by 130% from previous year.

The net profit for the year under amounted to Rs. 1230.46 in the current year as compared to Rs.
856.30 Lakh in the previous year on standalone basis and it amounted to 2,081.14 Lakh in the
current year as compared to Rs. 914.04 Lakh in the previous year on a consolidated basis. Whereas
standalone net profit increased approx. by 44% from previous year, consolidated net profit

increased approx. by 128% from previous year.

3. DIVIDEND:

Keeping in view the fund requirement of the company and to conserve the resources, your Board
do not recommend any dividend for Financial Year 2024-25.

4. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, company broadened the object of the Company''s and has expanded
business activities to be carried to include renewable energy, engineering services, and additional
sectors such as share trading, data management, retail and wholesale medicine. Company knowing
the opportunities has altered the object clause of the Memorandum of Association based on
approval of the members at last Annual General Meeting dated 30^th September 2024.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of the company
which have occurred between the end of the financial year to the date of the report.

6. TRANSFER TO RESERVES

There were no transfer to reserve during the period under review.

7. CAPITAL STRUCTURE:

(i) Authorized Share Capital

During the financial year 2024-25, the authorized share capital of the Company was increased to
Rs. 75,00,00,000/- (Rupees Seventy Five Crore Only) from Rs. 30,00,00,000/-(Rupees Thirty Crore
Only) based on approval of the members through postal ballot passed on 18^th December 2024. The
authorized capital of the Company stood increased to Rs. 75,00,00,000/- (Rupees Seventy Five
Crore Only) divided into 7,50,00,000 (Seven Crore Fifty Lakh Only) Equity Shares of Rs. 10/- (Rupees
Ten only).

(ii) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025 was Rs.
23,51,81,920/- (Rupees Twenty Three Crore Fifty-One Lakh Eighty One Thousand Nine Hundred
Twenty Only), divided into 2,35,18,192 (Two Crore Thirty-Five Lakh Eighteen Thousand One
Hundred and Ninety Two Only) equity shares of Rs. 10/- each.

Company during the last financial year (2023-24) has issued 1 Crores warrants convertible into
equal number of equity shares. Each warrants were issued at Rs. 60 and on conversion, each equity
shares of Rs. 10 were issued at premium of Rs. 50. Out of the same, 2.28 Lakh warrants were
converted into equity shares during the financial year 2023-24. Remaining 97.72 Lakh warrants

has been converted into equity shares during financial year 2024-25.

The Companies paid up capital at the end of the financial year 2024-25 was 2,35,18,192 (Two Crore
Thirty-Five Lakh Eighteen Thousand One Hundred and Ninety Two Only) equity shares of Rs. 10/-
each as compared to 1,37,46,192 (One Crore Thirty-Seven Lakh Forty-Six Thousand One Hundred
and Ninety Two Only) equity shares of Rs. 10/- each at the beginning of the financial year 2024-25.

(iii) Equity shares with differential voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with
differential voting rights nor issued sweat equity shares in terms of the Act.

8. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the EMERGE SME Platform of National Stock
Exchange Limited. The Annual Listing fees for the year 2024-25 have been paid.

9. REGISTERED OFFICE OF THE COMPANY:

Company continues to have the same registered office at 375, Dakshindari Road, Parganas North,
Kolkata West Bengal -700048. Earlier Company has taken corporate office, however, same has
been shifted to the registered office.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund
(IEPF) during the financial year ended 31^st March 2025.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the
Nomination, Remuneration and Compensation Committee of your Company.

Composition of the Board

Company has appropriate mix of executive, non-executive and independent directors. The total
strength of the Board during the financial year 2024-25 comprised of eight (8) directors.
Independent and Women Directors are appointed as per Section 149 Companies Act, 2013. The
maximum tenure of the independent directors is in compliance with the Companies Act, 2013
("Act"). All the Independent Directors have confirmed that they meet the criteria of Independence
as mentioned under regulation 16(1)(b) of the SEBI Listing Regulations and Section 149 of the Act.

The present strength of the Board reflects judicious mix of professionalism, competence and sound
knowledge which enables the Board to provide effective leadership to the Company.

The following is the present composition of our Board and their number of Directorships in other

companies:

Name of the Director	Category	Date of appointm ent	Inter-se relationship	Share holding	Directors hip in other public compani es**	Number of committee positions in other public companies ***
Name of the Director	Category	Date of appointm ent	Inter-se relationship	Share holding	Directors hip in other public compani es**	Chairma n	Mem ber
Jugal Kishore Bhagat	PD- ED	22/11/2016	Spouse of Rekha Bhagat	60,00,920	3	-	-
Rekha Bhagat	PD- ED	22/11/2016	Spouse of Jugal Kishore Bhagat	27,53,688	2	-	-
Rekha Devi Bhagat	NED	01/09/2021	Sister-in law of Jugal Kishore Bhagat	12,49,117	1	-	-
Pranay Mishra	ID	07/10/2020	-	Nil	0	-	-
Prabir Kundu	ID	23/01/2024	-	Nil	1	-	-
Priya Rudra	ID	30/09/2024	-	Nil	2	-	-
Nirmalya Sircar	NED	30/09/2024	-	Nil	2	-	-
Hakimuddin Siyawala *	NED	27/09/2021	-	Nil	0	-	-
PD- Promoter Director; ED- Executive Director; NED-Non-Executive Director; ID- Independent Director
* Resigned w.e.f. 30/06/2025
** The directorship does not include directorship in Private Limited, Private Limited which are subsidiary of Public Limited, Section 8 Companies and Companies incorporated outside India.
***Membership/Chairmanship of only Audit Committee/Stakeholders'' Relationship Committee has been considered.

Key Managerial Personnel (KMP)

The following change took place in Key Managerial Personnels during the year:

Name	Designation	Change	Date of Change
Sushma kumari Agarwal	Company Secretary	Resignation	15^th January 2025

The following change took place in Key Managerial Personnels after the end of financial year:

Name	Designation	Change	Date of Change
Karishma Sharma	Company Secretary	Appointment	14^th April 2025

Following are the present KMPs of the Company in terms of Section 203 of the Act:

Jugal Kishore Bhagat	Managing Director
Karishma Sharma	Company Secretary & Compliance Officer w.e.f. 14^th April, 2025
Vinita Yadav	Chief Financial Officer

Directors

During the year under review, the Board inducted following Independent Directors as per approval
at the Annual General Meeting for the last financial year:

Name of Directors	Designation	Date of Appointment
Nirmalya Sircar	Non Executive Director	30^th September 2024
Priya Rudra	Independent Director	30^th September 2024

Composition of the Board:

Following is the present composition of the Board:

Name	Designation
Jugal Kishore Bhagat	Managing Director
Rekha Bhagat	Non-Executive Director
Rekha Devi Bhagat	Executive Director
Nirmalya Sircar	Non-Executive Director
Pranay Mishra	Independent Director
Prabir Kundu	Independent Director
Priya Rudra	Independent Director

Changes in the Board Members after the end of financial year:

Following changes occurred in the Board Members during the financial year:

(i) Mr. Hakimuddin Siyawala, Non-Executive Director resigned from the board
w.e.f. 30^th June 2025.

(ii) Ms. Priya Rudra, Independent Director has intimated her unwillingness to continue on
Board and she would vacate the office in the ensuing AGM.

Matter for consideration at Annual General Meeting:

(i) Mr. Pranay Mishra, Independent Director is completing his first term of five years as an
independent director on 6^th October 2025 and his re-appointment for second term of five
years is proposed in the ensuing AGM.

(ii) Dr. Sudhindra Nath Bose has been proposed to be appointed as new Independent Director
and his appointment is proposed in the ensuing AGM.

(iii) Mrs. Rekha Devi Bhagat, Executive Director of the Company, retires by rotation at the
ensuing annual general meeting ("AGM") of the Company and being eligible, has offered
herself for re- appointment as per the provisions of the Act. A resolution seeking approval
of the shareholders for her re-appointment forms part of the Notice of the AGM.

(iv) Nomination and Remuneration Committee has duly recommended appointment /
reappointment of directors after considering their profile and disclosures.

(v) None of the directors are disqualified under Section 164 of the Companies Act, 2013.
Company has obtained a certificate to that extent and same is attached with the Board

Report.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board of Directors met twenty (20) times. The maximum interval
between any two meetings did not exceed 120 days. The required quorum was present in all the
Meetings.

The Board of Directors met twenty (20) times during the financial year under review. Board
Meetings were held on 10^th April, 2024, 3^rd May 2024, 28^th May, 2024, 12^th June, 2024, 15^th June
2024, 29^th June 2024, 3^rd July 2024, 12^th August 2024, 7^th September 2024, 14^th September 2024,
30^th September 2024, 3^rd October 2024, 14^th November, 2024, 18^th November, 2024, 26^th November

2024, 17^th December 2024, 11^th January 2025, 15^th January 2025, 17^th March 2025 and 26^th March

2025.

Details of the attendance of the Directors at the Board meetings held during the year are as follows:

Name of the Director	Number of Board Meetings
Name of the Director	Entitled to Attend	Attended
Jugal Kishore Bhagat	20	20
Rekha Bhagat	20	20
Rekha Devi Bhagat	20	20
Hakimuddin Siyawala	20	20
Pranay Mishra	20	20
Priya Rudra	9	9
Prabir Kundu	20	20
Nirmalya Sircar	9	9

13. DEPOSITS:

During the year under review, your Company has not invited nor accepted any public deposits
within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014 hence the requirement for furnishing of details of deposits which are not in
Compliance with the Chapter V of the Companies Act, 2013 is not applicable. All exempted deposit
are provided in the financial statement elsewhere which are largely the borrowings and share
warrants money apart from other advances.

14. DETAILS OF SUBSIDIARY/ASSOCIATE/ JOINT VENTURE COMPANIES:

The Company has Subsidiaries namely, Mehai Technology Limited, The Bharat Battery
Manufacturing Company Private Limited and Stepdown Subsidiary Companies namely, Momentous
Retails Private Limited and M/s. Mehai Aqua Private Limited as on 31^st March 2025.

During the year under review, the company has acquired 100% stake in The Bharat Battery
Manufacturing Company Private Limited making it a wholly owned subsidiary.

The company has during the current year made an investment in Dynamic Solar Green Limited
resulting in as subsidiary company.

Details of subsidiary is provided in Form AOC-1 as annexed to this Board''s Report as Annexure - I.

15. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES ANDJOINT
VENTURES:

Companies subsidiary has performed exceptionally well during the financial year. The management
is further exploring the options to raise additional finance to grow its operations further.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the Financial
Statements of the Subsidiary Companies in Form AOC-1 is annexed to this Board''s Report as
Annexure - I.

16. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting
Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under
Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.
The Consolidated Financial Statements for the Financial Year ended 31^st March 2025 forms part of
the Annual Report 2024-25.

17. COMMITTEES OF THE BOARD:

Company had three Committees of the Board namely Audit Committee, Nomination and
Remuneration Committee and Stakeholder''s Relationship Committee during the last financial year.
Further, to reduce the meetings of the Board, Board has constituted Finance and Legal Committee
to take up matter related to funding including borrowing and matter related to the legal and finance
and to facilitate faster and easy decision making.

Audit Committee:

The constitution, composition and functioning of the Audit Committee also meets with the
requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit
Committee have been accepted by the Board of Directors of the Company.

Constitution, composition and attendance of the Audit Committee is as below:

Name	Category	Status	Meetings Held	Meetings Attended
Pranay Mishra	Chairman	Independent Director	2	2
Prabir Kundu	Member	Independent Director	2	2
Jugal Kishore Bhagat	Member	Executive Director	2	2

â¢ oversight of the company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

â¢ recommendation for appointment, remuneration and terms of appointment of auditors of
the company;

â¢ approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

â¢ reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director''s responsibility statement to be
included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;

o changes, if any, in accounting policies and practices and reasons for the same;
o major accounting entries involving estimates based on the exercise of judgment by
management;

o significant adjustments made in the financial statements arising out of audit findings;

o compliance with listing and other legal requirements relating to financial statements;

o disclosure of any related party transactions;
o modified opinion(s) in the draft audit report;

â¢ reviewing, with the management, the quarterly financial statements before submission to
the board for approval;

â¢ reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized
for purposes other than those stated in the draft prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or
rights issue, and making appropriate recommendations to the board to take up steps in this
matter;

â¢ reviewing and monitoring the auditor''s independence and performance, and

â¢ effectiveness of audit process;

â¢ approval or any subsequent modification of transactions of the company with related
parties;

â¢ scrutiny of inter-corporate loans and investments;

â¢ valuation of undertakings or assets of the listed entity, wherever it is necessary;

â¢ evaluation of internal financial controls and risk management systems;

â¢ reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;

â¢ reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

â¢ discussion with internal auditors of any significant findings and follow up there on;

â¢ reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

â¢ discussion with statutory auditors before the audit commences, about the nature and scope

of audit as well as post-audit discussion to ascertain any area of concern;

â¢ to look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

â¢ to review the functioning of the whistle blower mechanism;

â¢ approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

â¢ reviewing the utilization of loans and/ or advances from/investment by the holding company
in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary,
whichever is lower including existing loans / advances / investments existing as on the date
of coming into force of this provision.

â¢ monitoring the end use of funds raised through public offers and related matters.

â¢ carrying out any other function as is mentioned in the terms of reference of the audit

committee.

Further, the Audit Committee shall mandatorily review the following information:

â¢ management discussion and analysis of financial condition and results of operations;

â¢ statement of significant related party transactions (as defined by the audit committee),

submitted by management;

â¢ management letters / letters of internal control weaknesses issued by the statutory auditors;

â¢ internal audit reports relating to internal control weaknesses; and

â¢ the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

â¢ statement of deviations: (a) half yearly statement of deviation(s) including report of
monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation
32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft
prospectus/notice in terms of Regulation 32(7).

Nomination and Remuneration Committee:

The Constitution, Composition and functioning of the Nomination and Remuneration Committee

also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Constitution, composition and attendance of the Nomination and Remuneration Committee is
as below:

Name	Category	Status	Meetings Held	Meetings Attended
Pranay Mishra	Chairman	Independent Director	1	1
Prabir Kundu	Member	Independent Director	1	1
Rekha Bhagat	Member	Non-executive Director	1	1

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and
Employees of senior management employees. The details of the same are given on the website of
the Company i.e., www.dssl.ind.in.

â¢ Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to, the
remuneration of the directors, key managerial personnel and other employees;

â¢ Formulation of criteria for evaluation of performance of independent directors and the board
of directors;

â¢ Devising a policy on diversity of board of directors;

â¢ Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal.

â¢ To extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors.

â¢ To recommend to the Board all remuneration, in whatever form, payable to senior
management.

Stakeholders'' Relationship Committee:

The Constitution, Composition and functioning of the Stakeholder''s Relationship Committee also

meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Constitution, composition and attendance of the Stakeholder''s Relationship Committee is as
below:

Name	Category	Status	Meetings Held	Meetings Attended
Pranay Mishra	Chairman	Independent Director	1	1
Rekha Devi BHagat	Member	Executive Director	1	1
Rekha Bhagat	Member	Non-executive Director	1	1

Terms & Reference of Stakeholder''s Relationship Committee:

â¢ Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;

â¢ Review of measures taken for effective exercise of voting rights by shareholders;

â¢ Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent;

â¢ Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company; and

â¢ To carry out any other function as prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as and when amended from time to time."

18. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

19. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 26^th March 2025, inter-alia, to
discuss evaluation of the performance of Non-Independent Directors, the Board as a whole,
evaluation of the performance of the Chairman, taking into account the views of the Executive and
Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of
information between the management and the Board that is necessary for the Board to
effectively and reasonably perform its duties. The Independent Directors expressed satisfaction
with the overall performance of the Directors and the Board as a whole.

20. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

Details of loans given, investments made or guarantees given or security provided as per the
provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing
Regulations are given in the notes forming part of the financial statements provided in this
Annual Report.

21. WEBSITE

www.dssl.ind.in is the website of the Company. All the requisite details, policies are placed on
the website of the Company.

22. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant to an established procedure which includes assessment of
managerial skills, professional behavior, technical skills and other requirements as may be
required and shall take into consideration recommendation, if any, received from any member
of the Board.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Company has in place a process for familiarization of newly appointed directors with respect
to their respective duties and departments. The highlights of the Familiarization Programme is
available on the Company''s website at: https://dssl.ind.in/wp-

content/uploads/2022/01/Familarization-Programme-for-Independent-Directors.pdf

24. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented separately as Annexure II forming part of the Annual Report attached herewith.

25. GENERAL SHAREHOLDER INFORMATION:

a. Information about Ninth (9^th) Annual General Meeting:

Date & Time: Friday, 26^th September 2025 at 1.00 P.M.

Through Video Conference (VC)/ Other Audio Visual Means (OAVM) Facility Will be deemed to
be held at Registered office of the Company.

b. Financial Year

The financial year of the Company commences with 1^st April every year and ends with
31^st March in the succeeding year. The half yearly results are declared as per in compliance to
SEBI (LODR) Regulations, 2015.

c. Date of Book Closure

The Register of Members and Share Transfer Books shall be closed for 9^th Annual General
Meeting from 20^th September 2025 to 26^th September 2025.

d. Dividend payment date

To conserve the resources, your Board don''t propose to pay any dividend for the financial year
2024-25.

e. Listing on Stock Exchanges

The Equity shares of the Company are listed on EMERGE Platform of National Stock Exchange
Limited. The Annual Listing fees for the year 2024-25 have been paid.

f. Registrars and Share Transfer Agents

M/s Cameo Corporate Services Limited,

"Subramanian Building"

No. 1, Club House Road,

Chennai 600 002, Tamil Nadu
Email: [email protected]

g. Share Transfer Process:

The Company''s shares are traded on the stock exchange only in electronic mode. Shares in
physical form are processed by the Registrar and transfer agents M/s Cameo Corporate Services
Limited only after getting approval from shareholders committee. MCA and SEBI has laid down
restriction in physical share transfer.

h. Address for Investor Correspondence:

Dynamic Services & Security Limited
375, Dakshindari Road, Parganas North,

Kolkata, West Bengal, India, 700048
Contact No. 033-40087463
Email: [email protected]
Website: www.dssl.ind.in

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all the Related party transactions are disclosed in the
notes provided in the financial statements which forms part of this Annual Report.

All transactions with related parties are in accordance with the policy on related party
transactions formulated by the Board. Further, during the financial year under review, in terms
of Section 188 and Section 134 of the Act read with rules thereunder, all
contracts/arrangements/ transactions entered into by the Company with its related parties were
on arm''s length basis and not material. All the related party transactions are approved by the
Audit Committee and Board of Directors. The disclosure in Form AOC - 2 is attached as Annexure
III to this report.

Details of the related party transaction are provided in audited financial statement at note 37 of
standalone financial and note 43 of consolidated financial and may be treated as part of the
Board Report.

27. FORMAL ANNUAL EVALUATION:

The Board of Directors is committed to get carried out an annual evaluation of its own
performance, board committees and individual Directors pursuant to applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015. Performance evaluation of Independent Directors was carried out by the entire board,
excluding the Independent Director being evaluated. Based on the criteria the exercise of
evaluation was carriedout through the structured process covering various aspects of the Board
functioning such as composition of the Board and committees, experience & expertise,
performance of specific duties & obligations, attendance, contribution at meetings, etc. The
performance evaluation of the Managing Director and the Non- Independent Directors was
carried out by the Independent Directors.

28. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this Board''s Report as Annexure - IV.

29. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE
COMPANIES ACT, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the
Directors''Responsibility Statement, the Board of Directors of the Company hereby confirms:

(i) That in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as on 31st March, 2025 and Profit and
Loss Account of the Company for that period;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules
made there under for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts for the Financial Year ended 31^stMarch 2025 on a going concern basis;

(v) That the directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and

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

30. CORPORATE SOCIAL RESPONSIBILITY:

The company has during the year 2024-25 has duly complied with the CSR obligation and duly
spent the required amount. Company was not required to constitute the CSR Committee as the
amount to be spent by the Company is less than Rs. 50 Lakhs. Hence all the decision of the CSR
was undertaken by the Board.

The disclosure as per the format is attached as Annexure - V.

31. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the https://dssl.ind.in/investor

32. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE COMPANIES
ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014:

Company is not an industrial enterprises and hence do not have specific disclosure to be made.
Disclosures regarding activities undertaken by the company in accordance with the provisions
of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are
provided here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power
consumption. The Company ensures optimal use of energy with minimum extend
of wastage as far as possible. The day to day consumption is monitored and efforts
are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation
equipments.

B. Technology absorption:

The Company uses the latest technology. No details are available in field of business to be
included in the report.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo: NIL

33. CORPORATE GOVERNANCE REPORT:

By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations,
2015 ("LODR") the compliance with the corporate governance provisions as specified in
Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and
E of Schedule V are not applicable to the Company.

However, details as required to be provided in Corporate Governance Report has been provided
to the extent it is followed by the Company in this report.

34. NON-DISQUALIFICATION OF DIRECTORS:

A certificate obtained from Gouri Shanker Mishra, Partner BGSMISHRA & Associates,

Company Secretaries LLP certifying that non of the directors are disqualified is attached
as Annexure VI.

35. RISK MANAGEMENT POLICY OF THE COMPANY:

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place
a proper system for Risk Management, assessment and minimization of risk. Risk Management
is the identification and identification and assessment of risk. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a continuing
basis. Audit Committee reviews the risk management.

The Board members are informed about risk assessment and minimization procedures after
which the Board formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company.

36. AUDITORS, AUDIT QUALIFICATION AND BOARD''S EXPLANATION:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors)
Rules, 2014, as amended from time to time, M/S Bijan Ghosh & Associates, Chartered
Accountants, Firm Registration No. 323214E were appointed as Statutory Auditor of the
Company in the 5^th Annual General Meeting for a term of 5 years commencing from
conclusion of the 5^th Annual General Meeting upto the 10^th Annual General Meeting of the
Company to be held in calendar year 2026.

The Auditors have confirmed their eligibility within the meaning of provisions of Section 139
of the companies Act, 2013.

No qualification has been provided in the Statutory Auditors Report.

Internal Auditor

The Company has appointed M/s. Rajendra Singh & Associates, Chartered Accountants as the
Internal Auditor of the Company for the F.Y. 2024-25 to conduct the Internal Audit of the
Company in their Board Meeting held on 28^th May 2024.

Secretarial Auditors Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder,
the Board of Directors of your Company has appointed Mr. V P Rajeev, Company Secretary as
Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year
2024-25 in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Secretarial Audit report in the prescribed Form MR-3 for the financial year 2024-25 issued
by the auditor is enclosed as Annexure VII to this report.

No qualifications has been made in the Secretarial Audit Report, however, certain observation
has been made which are self- explanatory, however, we will like to inform the shareholders
that these were un-intentional and arose in peculiar circumstances as below:

1. Company e-form was filed belatedly and e-form SH-7 was delayed due to fund
availability;

2. Board takes note of rejection of in-principal approval due to non-submission of all
documents within the time limit due to no support from the investor due to changes
in market condition. As regards the rejected listing approval, Company has filed the
application again for few allotment and is also perusing remaining application;

3. The penalty paid by Company for non-disclosure of acquisition / sale of script of Mehai

Technology Limited vide was due to non-awareness of disclosure requirement.
Company has now strengthen the disclosure requirement.

Cost Auditor:

The provisions of Cost Audit Record and Cost Audit as prescribed under Section 148 of the Act
and the rules framed thereunder are not applicable to the Company.

37. COMPANIES (AUDITOR''S REPORT) ORDER, 2020:

The provisions of CARO is applicable and required reporting has been made by the statutory
auditor as part of the audit report. The report as provided is self- explanatory.

38. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

39. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate systems of internal control meant to ensure proper accounting
controls, monitoring cost cutting measures, efficiency of operation and protecting assets from
their unauthorized use. The Company also ensures that internal controls are operating
effectively. The Company has also in place adequate internal financial controls with reference
to financial statement. Such controls are tested from time to time to have an internal control
system in place.

Based on their view of these reported evaluations, the directors confirm that, for the
preparation of financial statements for the financial year ended 31 March 2025, the applicable
Accounting Standards have been followed and the internal financial controls are generally
found to be adequate and were operating effectively & that no significant deficiencies were
noticed.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial
Standards issued by the Institute of Companies Secretaries of India.

The disclosure related to Board Meeting has been elsewhere provided in the Annual Report.
Last Annual General Meeting of the Company was held on 30^th September 2024. Company has
also passed resolution by way of postal ballot on 18^th December 2024 for increase in
authorized capital.

41. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is implemented through the Company''s Whistle Blower Policy. The Company has adopted a
Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees
to report concerns about unethical behaviour, actual or suspected fraud or violation of Code
of Conduct and Ethics. It also provides for adequate safeguards against the victimization of
employees who avail of the mechanism and provides direct access to the Chairperson of the
Audit Committee in exceptional cases. The Policy of vigil mechanism may be accessed on the
Company''s website at the weblink: https://dssl.ind.in/wp-

content/uploads/2022/01/Vigil Mechanism.pdf

42. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code
ofConduct for Prevention of Insider Trading. During the year under review, there has been
due compliance with the said code.

43. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. Details of the same are given in the
website of the Company i.e. www.dssl.ind.in.

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

There have been no significant material orders passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations. During
the year under review, no application was made or any proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

45. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been
adequately insured.

46. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Directors wish to place on record their appreciation for the commitment shown by the

employees throughout the year.

47. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to provide a safe and healthy work environment for the well-being
of all our Stakeholders. The operations of the Company are conducted in such a manner that it
ensures safety of all concerned and a pleasant working environment. The Company strives to
maintain and use efficiently limited natural resources as well as focus on maintaining the
health and well-being of every person.

48. LISTING OF SHARES:

The Equity Shares of the Company are listed on the EMERGE Platform of National Stock
Exchange Limited. The Annual Listing fees for the year 2024-25 have been paid.

49. PREVENTION OF SEXUAL HARASSMENT:

Your Company has framed a Policy of prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has
adopted a policy against sexual harassment in line with Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. All women who are associated with the Company-either as permanent employees
or temporary employees or contractual persons including service providers at Company sites
are covered under the above policy. During the financial year 2024-25, the Company has not
received any complaints on sexual harassment and hence no compliant remains pending as on
31^st March, 2025. Details of the same are given on the website of the Company i.e.,
www.dssl.ind.in.

Sr. No.	Particulars	Number
(a)	Number of complaints of sexual harassment received in the year	0
(b)	Number of complaints disposed off during the year	0
(c)	Number of cases pending for more than ninety days	0

50. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016: DURING THE YEAR ALONG WITH THEIR STATUS AT THE
END OF THE FINANCIAL YEAR

No application for insolvency has been made by or against the company and hence on
proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND

VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The Company has not made any settlementduring the year.

52. MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of Maternity Benefit Act, 1961 during the
period under review.

53. ACKNOWLEDGEMENT:

Your Directors wishes to express its gratitude and places on record its sincere appreciation for
the commitment and efforts put in by all the employees. And also record their sincere thanks
to bankers, business associates, consultants, and various Government Authorities for their
continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence
reposed on your Company. We place on record our appreciation of the contribution made by
our employees at all levels. Our consistent growth was made possible by their hard work,
solidarity, cooperation and support.

Place: Kolkata For and on behalf of the Board of Directors of

Date: 2^nd September 2025 DYNAMIC SERVICES & SECURITY LIMITED

SD/- SD/-

Jugal Kishore Bhagat Rekha Bhagat

(Managing Director) (Director)

DIN:02218545 DIN:03564763

Mar 31, 2024

Your Directors are pleased to present the 8^th Annual Report on the business and operations of Dynamic Services & Security Limited (âthe Company/your Companyâ) together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Lakh)
		Consolidated		Standalone
	Particulars	2023-24	2022-23	2023-24	2022-23
	Total Income	11,973.09	9,160.03	10,472.17	8,270.96
	Total Expenses	10,652.46	7,854.61	9,251.97	7,054.12
	Exceptional Item	1,320.63	1,305.42	-	-
	Profit/(Loss) before tax	1,320.63	1,305.42	1,220.20	1,216.84
	Tax Expenses	406.59	286.13	363.90	248.99
	Profit/(Loss) after tax	914.04	1,019.29	856.30	967.85
	Earnings Per Equity Share
	Basic (Rs.)	6.63	7.54	6.40	7.16
	Diluted (Rs.)	3.83	7.54	3.70	7.16

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

The Company has reported total income of Rs. 10,472.17 Lakh for the current year as compared to Rs. 8,270.96 Lakh in the previous year. The Net Profit/Loss for the year under review amounted to Rs. 856.30 Lakh in the current year as compared to Rs. 967.85 Lakh in the previous year on standalone basis and it amounted to 914.04 Lakh in the current year as compared to Rs. 1,019.29 Lakh in the previous year on a consolidated basis.

3. DIVIDEND:

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2023-24.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

6. TRANSFER TO RESERVES & SURPLUS:

An amount of Rs. 6,606.25 Lakhs were transferred to Reserves and Surplus during the year 2023-24

7. CAPITAL STRUCTURE:

i. Authorized Share Capital

The authorized share capital of the Company is increased from Rs. 21,00,00,000 to Rs. 30,00,00,000/- as on EGM held on 18th July, 2023 the present Authorized Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crores Only) 3,00,00,000/- (Three crore only) Equity Shares of Rs. 10/- (Rupees Ten only).

ii. Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is Rs. 19,55,70,800/- (Rupees Nineteen Crore Fifty-Five Lakh Seventy Thousand Eight Hundred only), divided into 1,95,57,080 (One Crore Ninety-Five Lakh Fifty Seven Thousand and Eighty) equity shares of INR 10/- each.

Further, there was no new issuance of equity shares done by the Company during the financial year.

iii. Equity shares with differential Voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act.

8. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the EMERGE SME Platform of National Stock Exchange Limited. The Annual Listing fees for the year 2023-24 have been paid.

9. CORPORATE OFFICE OF THE COMPANY:

During the year under review, there has been no change in the situation of the Corporate Office of the Company. The Corporate Office is located at Unit No. 708, 7th Floor, ECO Centre, Block-EM-4 Sector-V, Salt Lake Kolkata - 700091.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund(IEPF) during the financial year ended March 31, 2024.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company.

Key Managerial Personnel (KMP)

During the year under review, there were following changes in the Key Managerial Personnel of theCompany.

Following are the KMPs of the Company in terms of Section 203 of the Act Jugal Kishore Bhagat : Managing Director

Sushma Kumari Agarwal : Company Secretary & Compliance Officer Sujay Shaw : Chief Financial Officer resigned w.e.f. 30.11.2022

Vinita Yadav : Chief Financial Officer appointed w.e.f. 18.03.2023

Directors

During the year under review, there was no change in the Composition of the Board of the Company.Composition of the Board

Jugal Kishore Bhagat : Managing Director

Rekha Bhagat : Non-Executive Director

Rekha Devi Bhagat : Executive Director

Hakimuddin Siyawala : Non-Executive Director Pranay Mishra : Independent Director

Prabir Kundu : Independent Director

Note Mr. Dipanjan Paul has tendered his resignation and Mr. Prabir Kundu has been appointed as Independent Director of the Company w-e-f 23^rd January, 2024.

Mrs. Rekha Devi Bhagat, Executive Director of the Company, retires by rotation at the upcoming annual general meeting ("AGMâ) of the Company and being eligible, has offered herself for re- appointment as per the provisions of the Act. A resolution seeking approval of the shareholders forher re-appointment forms part of the Notice of the AGM.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board of Directors met 11 (Eleven) times. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for allthe Meetings.

There being 8 meetings of Board of Directors being convened under the financial year complying with the requirement of Section 173 of the Companies Act 2013. The Board met on 24^th May, 2023,30^th May, 2023, 21st June, 2023, 27^th June, 2023, 4^th July, 2023, 14^thAugust, 2023, 24^th August, 2023, 20^th September, 2023, 13^th November, 2023, 2^ndFebruary, 2024 and 22^nd February, 2024.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^stMarch 2024 are as follows:

Name of the Director	Number of Board Meetings
Name of the Director	Held	Attended
Jugal Kishore Bhagat	11	11
Rekha Bhagat	11	11
Rekha Devi Bhagat	11	11
Hakimuddin Siyawala	11	11
Pranay Mishra	11	11
Dipanjan Paul	11	11

13. DEPOSITS:

14. DETAILS OF SUBSIDIARY/ASSOCIATE/ JOINT VENTURE COMPANIES:

The Company has a Subsidiary Company namely, Mehai Technology Limited and Stepdown Subsidiary Companies namely, Momentous Retails Private Limited and M/s. Mehai Aqua Private Limited as on 31 March 2024.

15. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES ANDJOINT VENTURES:

It has made substantial profits in the previous financial year as well as the current financial year ending 31^st March 2024. The management of the Subsidiary Company is further exploring the options to raise additional finance to grow its operations further.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies in Form AOC-1 is annexed to this Boardâs Report as Annexure - I

16. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 ofthe Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^st March, 2024 forms part of the Annual Report 2023-24.

17. COMMITTEES OF THE BOARD:

Audit Committee:

The constitution, composition and functioning of the Audit Committee also meets with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company:

Terms & Reference of Audit Committee:

oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

â¢ recommendation for appointment, remuneration and terms of appointment of

auditorsof the company;

â¢ approval of payment to statutory auditors for any other services rendered by the statutory auditors;

â¢ reviewing, with the management, the annual financial statements and auditor''s reportthereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134of the Companies Act, 2013;

o changes, if any, in accounting policies and practices and reasons for the same;

o major accounting entries involving estimates based on the exercise of judgment by management;

o significant adjustments made in the financial statements arising out of audit findings;

o compliance with listing and other legal requirements relating to financial statements;

o disclosure of any related party transactions;

o modified opinion(s) in the draft audit report;

â¢ reviewing, with the management, the quarterly financial statements before submission to the board for approval;

â¢ reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

â¢ reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

â¢ approval or any subsequent modification of transactions of the company with related parties;

â¢ scrutiny of inter-corporate loans and investments;

â¢ valuation of undertakings or assets of the listed entity, wherever it is necessary;

â¢ evaluation of internal financial controls and risk management systems;

â¢ reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

â¢ reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

â¢ discussion with internal auditors of any significant findings and follow up there on;

â¢ reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

â¢ discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

â¢ to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

â¢ to review the functioning of the whistle blower mechanism;

â¢ approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

â¢ reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

â¢ monitoring the end use of funds raised through public offers and related matters.

â¢ carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

â¢ management discussion and analysis of financial condition and results of operations;

â¢ statement of significant related party transactions (as defined by the audit committee), submitted by management;

â¢ management letters / letters of internal control weaknesses issued by the statutory auditors;

â¢ internal audit reports relating to internal control weaknesses; and

â¢ the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

â¢ statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).

Nomination and Remuneration Committee:

The Constitution, Composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms & Reference of Nomination and Remuneration Committee:

â¢ Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

â¢ Formulation of criteria for evaluation of performance of independent directors and the board of directors;

â¢ Devising a policy on diversity of board of directors;

â¢ Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

â¢ To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

â¢ To recommend to the Board all remuneration, in whatever form, payable to senior management.

Stakeholders'' Relationship Committee:

The Constitution, Composition and functioning of the Stakeholder''s Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Terms & Reference of Stakeholder''s Relationship Committee:

â¢ Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

â¢ Review of measures taken for effective exercise of voting rights by shareholders;

â¢ Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

â¢ Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.â

18. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 24^th March 2024, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary

for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

20. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY: Details of loans given, investments made or guarantees given or security provided as per

the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this AnnualReport.

21. WEBSITE

www.dssl.ind.in is the website of the Company. All the requisite details, policies are placed on the website of the Company.

22. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Company has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments. The highlights of the Familiarization Programme is available on the Company''s

website at: https://dssl.ind.in/wp-

content/uploads/2022/01/Familarization-Programme-for-Independent-Directors.pdf

24. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented separately as Annexure II forming part of the Annual Report attached herewith.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Board. Further, during the financial year under review, in terms of Section 188 and Section 134 of the Act read with rules thereunder, all contracts/arrangements/ transactions entered into by the Company with its related parties were on arm''s length basis and not material. All the related party transactions are approved by the Audit Committee and Board of Directors. Hence disclosure under form AOC-2 in terms of Section 134 of the Act is not required.

26. FORMAL ANNUAL EVALUATION:

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carriedout through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Managing Director and the Non- Independent Directors was carried out by the Independent Directors.

27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Boardâs Report as Annexure - III.

28. DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THECOMPANIES ACT, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the DirectorsâResponsibility Statement, the Board of Directors of the Company hereby confirms:

(i) That in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024 and Profit and Loss Accountof the Company for that period;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

(iv) That the directors have prepared the annual accounts for the Financial Year ended 31 March 2024 on a going concern basis;

(v) That the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating

effectively and

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

29. CORPORATE SOCIAL RESPONSIBILITY:

As per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities

The Company has made profits in excess of 5 Crores during the immediately preceding financial year i.e. 2023-24; hence, the said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities is applicable to the Company for the financial year 2023 -24 and the Company will take necessary steps in the current financial

year to comply with the same

30. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website ofthe Company at the web-link: www.dssl.ind.in.

31. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)

(M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS)

RULES, 2014:

Disclosures regarding activities undertaken by the company in accordance with the provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are providedhere under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day to day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

(i) Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo: NIL

(iii) Advance to Supplier: NIL

32. CORPORATE GOVERNANCE REPORT:

By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODRâ) the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

33. RISK MANAGEMENT POLICY OF THE COMPANY:

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place a proper system for Risk Management, assessment and minimization of risk. Risk Management is the identification and identification and assessment of risk. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk managementplan for the Company.

34. AUDITORS, AUDIT QUALIFICATION AND BOARD''S EXPLANATION:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/S Bijan Ghosh & Associates, Chartered Accountants, Firm Registration No. 323214E were appointed as Statutory Auditor of the Company in the 05^th Annual General Meeting for a term of 5 years commencing from conclusion of the 05^th Annual General Meeting upto the 10^th Annual General Meeting of the Company to be held in calendar year 2026.

The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the companies Act, 2013.

Internal Auditor

The Company has appointed M/s. Rajendra Singh & Associates, Chartered Accountants as the Internal Auditor of the Company for the F.Y. 2024-25 to conduct the Internal Audit of the Company in their Board

Secretarial Auditors Report

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, theBoard of Directors of your Company has appointed M/s. Ankita Dey & Associates, Practising Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2023-24 in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report in the prescribed Form MR-3 for the financial year 2023-24 issued by M/s. Ankita Dey & Associates, Company Secretary is enclosed as Annexure IV to this report.

Cost Auditor:

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules framed thereunder are not applicable to the Company.

35. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2024, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

38. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower Policy. The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. The Policy of vigil mechanism may be accessed on the Company''s website at the weblink: https://dssl.ind.in/wp- content/uploads/2022/01/Vigil Mechanism.pdf

39. NOMINATION AND REMUNERATION POLICY:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior management employees. The details of the same are given on the website of the Company i.e., www.dssl.ind.in.

40. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code ofConduct for Prevention of Insider Trading. During the year under review, there has been due compliance with the said code.

41. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of theCompany i.e. www.dssl.ind.in.

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

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

43. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequatelyinsured.

44. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on commitment towards its human capital and recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

45. ENVIRONMENT, HEALTH AND SAFETY:

The Company is committed to provide a safe and healthy work environment for the wellbeing of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain anduse efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

46. LISTING OF SHARES:

The Equity Shares of the Company are listed on the EMERGE Platform of National Stock Exchange Limited. The Annual Listing fees for the year 2023-24 have been paid.

47. PREVENTION OF SEXUAL HARASSMENT:

Your Company has framed a Policy of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. During the financial year 2023-24, the Company has not received any complaints on sexual harassment and hence no

compliant remains pending as on 31^st March, 2024. Details of the same are given on the website of the Company i.e., www.dssl.ind.in.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 are not applicable to the Company.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between 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 are not applicable to the Company.

50. ACKNOWLEDGEMENT:

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Mar 31, 2023

The Directors are pleased to present the 07^th Annual Report on the business and operations of Dynamic Services & Security Limited (âthe Company/your Companyâ) together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Lakh
	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Total Income	9160.03	7210.32	8270.96	7210.32
Total Expenses	7854.61	6922.23	7054.12	6922.23
Exceptional Item	-	-	-	-
Profit/(Loss) before tax	1305.42	288.09	1216.84	288.09
Tax Expenses	286.13	72.11	248.99	72.11
Profit/(Loss) after tax	1019.29	215.98	967.85	215.98
Earnings Per Equity Share
Basic (Rs.)	6.56	1.60	7.16	1.60
Diluted (Rs.)	6.56	1.60	7.16	1.60

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

On a standalone basis, the Company has reported total income of Rs. 8270.96 Lakh for the current year as compared to Rs. 7210.32 Lakh in the previous year. The Net Profit/Loss for the year under review amounted to Rs. 967.85 Lakh in the current year as compared to Rs. 215.98 Lakh in the previous year.

On a consolidated basis, the Company has reported total income of Rs. 9160.03 Lakh for the current year as compared to Rs. 7210.32 Lakh in the previous year. The Net Profit/Loss for the year under review amounted to Rs. 1019.29 Lakh in the current year as compared to Rs. 215.98 Lakh in the previous year.

3. DIVIDEND:

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2022-23.

4. CHANGE IN THE NATURE OF BUSINESS:

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

6. TRANSFER TO RESERVES & SURPLUS:

An amount of Rs. 4170.15 Lakhs were transferred to Reserves and Surplus during the year 202223

7. CAPITAL STRUCTURE:

i. Authorized Share Capital

The authorized share capital of the Company increased from 14,00,00,000/- (Rupees Fourteen Crores Only) 1,40,00,000/- (One crore Forty Lakh) equity shares of Rs. 10/- (Rupees Ten only) to Rs. 21,00,00,000/- (Rupees Sixteen Crores Only) divided into 2,10,00,000 (Two Crore Ten Lakhs) equity shares of Rs. 10/- (Rupees Ten only).

ii. Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2023 is Rs. 13,51,81,920/- (Rupees Thirteen Crore Fifty-One Lakh Eighty-One Thousand Nine Hundred Twenty only), divided into 1,35,18,192 (One Crore Thirty-Five Lakh Eighteen Thousand One Hundred Ninety-Two) equity shares of INR 10/- each.

Further, there was no new issuance of equity shares done by the Company during the financial year.

iii. Equity shares with differential Voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act.

8. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the EMERGE SME Platform of National Stock Exchange Limited. The Annual Listing fees for the year 2023-24 have been paid.

9. CORPORATE OFFICE OF THE COMPANY:

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2023.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company.

Key Managerial Personnel (KMP)

During the year under review, there were following changes in the Key Managerial Personnel of the Company.

Following are the KMPs of the Company in terms of Section 203 of the Act

Jugal Kishore Bhagat : Managing Director

Sushma Kumari Agarwal : Company Secretary & Compliance Officer Sujay Shaw : Chief Financial Officer resigned w.e.f. 30.11.2022

Vinita Yadav : Chief Financial Officer appointed w.e.f. 18.03.2023

Directors

During the year under review, there was no change in the Composition of the Board of the Company. Composition of the Board

Jugal Kishore Bhagat	: Managing Director
Rekha Bhagat	: Non-Executive Director
Rekha Devi Bhagat	: Executive Director
Hakimuddin Siyawala	: Non-Executive Director
Pranay Mishra	: Independent Director
Dipanjan Paul	: Independent Director

Mrs. Rekha Devi Bhagat, Executive Director of the Company, retires by rotation at the upcoming annual general meeting (âAGMâ) of the Company and being eligible, has offered herself for reappointment as per the provisions of the Act. A resolution seeking approval of the shareholders for her re-appointment forms part of the Notice of the AGM.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board of Directors met 8 (Eight) times. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings.

There being 8 meetings of Board of Directors being convened under the financial year complying with the requirement of Section 173 of the Companies Act 2013. The Board met on 25^th April, 2022, 30^th May, 2022, 02^nd September, 2022, 12^th October, 2022, 14^th November, 2022, 30^th November, 2022, 14^th December, 2022, and 18^th March, 2023.

Details of the attendance of the Directors at the Board meetings held during the year ended 31^stMarch 2023 are as follows:

Name of the Director	Number of Board Meetings
Name of the Director	Held	Attended
Jugal Kishore Bhagat	8	8
Rekha Bhagat	8	8
Rekha Devi Bhagat	8	8
Hakimuddin Siyawala	8	8
Pranay Mishra	8	8
Dipanjan Paul	8	. 8

13. DEPOSITS:

14. DETAILS OF SUBSIDIARY/ASSOCIATE/ JOINT VENTURE COMPANIES:

The Company has a Subsidiary Company namely, Mehai Technology Limited and a Stepdown Subsidiary Company namely, Momentous Retails Private Limited as on 31 March 2023.

15. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

It has made substantial profits in the previous financial year as well as the current financial year ending 31^st March 2023. The management of the Subsidiary Company is further exploring the options to raise additional finance to grow its operations further.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies in Form AOC-1 is annexed to this Boardâs Report as Annexure - I

16. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31^st March, 2023 forms part of the Annual Report 2022-23.

17. COMMITTEES OF THE BOARD:

Audit Committee:

The constitution, composition and functioning of the Audit Committee also meets with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company:

Terms & Reference of Audit Committee:

â¢ oversight of the company''s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible;

â¢ recommendation for appointment, remuneration and terms of appointment of auditors of the company;

â¢ approval of payment to statutory auditors for any other services rendered by the statutory auditors;

â¢ reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;