Your directors are pleased to present herewith the 50th
(Fiftieth) Annual Report of Dynamatic Technologies Limited (the ‘Company') along
with the Audited Financial Statements for the financial year ended 31st March
2025.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended 31st
March 2025, were as follows:
(Rs in Lakhs)

  

    

    
Consolidated
    
Standalone
  
  

    
Particulars
    
Year Ended 31
    
Year Ended 31
    
Year Ended 31
    
Year Ended 31
  
  

    

    
March 2025
    
March 2024
    
March 2025
    
March 2024
  
  

    
Revenue from Operations
    
1,40,380
    
1,42,933
    
63,918
    
58,186
  
  

    
Less: Cost of material and changes in
    inventories
    
65,359
    
66,815
    
31,811
    
27,785
  
  

    
Less: Employee benefit expenses
    
31,997
    
30,167
    
10,346
    
8,492
  
  

    
Less: Other Expenses
    
27,192
    
30,010
    
11,173
    
10,805
  
  

    
EBITDA
    
15,832
    
15,941
    
10,588
    
11,104
  
  

    
EBITDA Margin
    
11.28%
    
11.15%
    
16.56%
    
19.08%
  
  

    
Add: Other Income
    
2,280
    
4,282
    
1,661
    
1,830
  
  

    
Less: Finance Charges
    
5,672
    
6,255
    
4,269
    
5,026
  
  

    
Less: Depreciation and Amortisation Expenses
    
6,929
    
6,636
    
2,549
    
2,410
  
  

    
Profit before tax & Exceptional items
    
5,511
    
7,332
    
5,431
    
5,498
  
  

    
Profit before tax margin
    
3.93%
    
5.13%
    
8.50%
    
9.45%
  
  

    
Add: Exceptional items
    
-
    
6,231
    
-
    
5,132
  
  

    
Less: Tax expenses
    
1,207
    
1,382
    
365
    
1,181
  
  

    
Profit after tax
    
4,304
    
12,181
    
5,066
    
9,449
  
  

    
Profit after tax margin
    
3.07%
    
8.52%
    
7.93%
    
16.24%
  
  

    
Add: Other Comprehensive Income/(Losses)
    
1,147
    
1211
    
(271)
    
427
  
  

    
Total comprehensive income, carried to
    

    

    

    

  
  

    

    
5,451
    
13,392
    
4,795
    
9,876
  
  

    
Balance Sheet
    

    

    

    

  


COMPANY PERFORMANCE:

The Consolidated net sales for FY2025 were Rs. 1,40,380 lakhs,
decreased by 1.8% as compared to Rs. 1,42,933 lakhs in FY2024. Consolidated EBITDA for
FY2025 was reported as Rs. 15,832 lakhs as compared to Rs. 15,941 lakhs in FY2024. EBITDA
margin for the year under review was 11.28% compared to 11.15% in FY2024.
The Aerospace segment reported a growth of 19.2% y-o-y in FY2025 driven
by execution of commercial order book. This segment is positioned for continued momentum,
supported by steady progress on key programs and new projects industrialization as per the
schedule. Recent budgetary support for domestic defence procurement further positions us
to capitalize on emerging opportunities in aerospace and defence modernization across the
globe. However, supply chain constraints may persist to continue due to global
geopolitical uncertainties.
The Hydraulics segment witnessed a year-over-year growth of 2.2%.
However, performance in H2 was impacted by reduced construction activity and softer demand
across key geographies, along with a less favorable sales mix. Margins were adversely
affected due to negative margins in UK operations, primarily driven by partial charge-offs
related to redundancies as part of the ongoing rationalization of product lines between
the Swindon and Bangalore facilities. While the segment faced challenges due to muted
construction demand, strong agricultural demand supported by a favorable monsoon and the
government's continued infrastructure push are expected to drive revenue growth in
India. Margin improvement is also anticipated in the coming quarters, upon completion of
the product line rationalization between India and the UK.
The Metallurgy segment has shown an y-o-y decline of 28.9% in FY2025 as
the German economy remained in recession mainly due to a negative contribution from net
trade and a slowdown in household consumption leading to lower demand. Factors
contributing to the downturn included high energy costs, global competition coupled with
geopolitical uncertainties, and declining industrial output.

SEGMENT PERFORMANCE:
AEROSPACE & DEFENCE: The Aerospace & Defence segment
recorded a revenue of Rs. 60,785 lakhs compared to Rs. 51,009 lakhs in FY2024. Segment
EBITDA for the year was Rs. 15,783 lakhs, reported alongside Rs. 13,094 lakhs in FY2024.
In FY2025, our aerospace segment was undeniably the engine of our
success, driving both top-line growth and strong profitability. This division not only
held its dominant position but also deepened its strategic value to our operations,
consistently delivering excellent margins. A defining moment was the inauguration of the
Rear Fuselage Assembly Line for the D328eco? turboprop in Bangalore, a crucial
step in our partnership with Deutsche Aircraft. This milestone signals our successful
shift from concept to serial manufacturing, showcasing our advanced aerospace capabilities
and reinforcing our strong commitment to the "Make in India" initiative. This
ongoing collaboration has significantly enhanced our supply chain resilience, putting us
in an excellent position to capture the burgeoning opportunities in regional aviation,
directly supporting India's broader connectivity and sustainability ambitions. Even
in the face of ongoing global supply chain disruptions and commodity price pressures, our
aerospace business sustained its strong performance by rigorously industrializing secured
programs, thereby ensuring the scalability and efficiency needed to fulfill demanding
customer schedules. The A220 doors program is rapidly progressing. We've positioned
all sub-assembly and main-assembly jigs and fixtures on the shop floor, and pre-production
activities are officially underway with our fully trained team. Parts are now arriving to
support assembly, a key step in our ramp-up. We also swiftly added 30,000 sq. ft. of floor
space in just three months. The program remains on track with clear visibility and strong
momentum. First-Article Inspection is anticipated to begin this September. A strong order
book and continued revenues from large Global OEMs like Airbus A330, Airbus A220, Dassault
new work FAI and Deutsche Aircraft alongside focus on increasing business on detailed
parts at Dynamatic Manufacturing Limited (DML) is expected to ramp up the revenues in the
coming years. HYDRAULICS: The Hydraulics segment recorded a revenue of Rs. 45,804
lakhs compared to Rs. 44,834 lakhs in FY2024. Segment EBITDA for the year was Rs. 2,415
lakhs, reported alongside Rs. 3,771 lakhs in FY2024.
The Hydraulics segment maintains its position as a world leader in gear
pump manufacturing, with operations split between Bangalore, India, and Swindon, UK.
Facing a rapid and seemingly irreversible decline in European supply chain reliability
over recent quarters, we've made a strategic decision to transfer production from our
UK facility to India, with only select strategic lines remaining in the UK. This
changeover, while currently impacting our operations and incurring significant transition
costs, is projected to deliver substantial savings in H2 FY26 and establish a more robust,
long-term business structure. Government policy continues to play a pivotal role in
driving the sector forward. Supportive measures, including reduced import duties,
subsidies for agricultural equipment, and simplified credit disbursement schemes, have
enhanced affordability and accessibility for farmers. The construction equipment industry
remains integral to India's broader economic development plans and is expected to
play a critical role in enabling infrastructure-led growth.

METALLURGY: The Metallurgy segment recorded a revenue of Rs. 33,483
lakhs compared to same period last year Rs. 47,081 lakhs. Segment EBITDA was Rs. 1,004
lakhs compared to Rs. 2,467 lakhs in FY2024.
The Metallurgy division encountered ongoing challenges due to subdued
industrial demand, especially in Europe, coupled with inflationary pressures and elevated
energy costs. These factors contributed to a decline in revenues and margins for the year.
US political shifts are changing the game for Ukraine war funding and have temporarily
delayed offtake of Erla's shell production. Meanwhile, with potential reductions in
American aid, Germany and EU are stepping up, accelerating their own defence spending to
ensure security, encouraging German companies to increase defence production.
Going forward, the segment performance will be majorly driven by
availability of raw material, input commodity prices and cost of financing to end
customers. Focus on high margin product mix, rationalization of low margin products
alongside development of aerospace castings and forgings in the future is expected to
drive the business growth in the coming years.

STATE OF THE COMPANY'S AFFAIRS:

Over the years, Dynamatic Technologies has created its own brand image
and has found its niche presence in the industry. Dynamatic Technologies supplies products
to the world's renowned Original Equipment Manufacturers (OEM's) such as Airbus,
Boeing, Bell Helicopters, Deutsche Aircraft, Dassault Aviation, Daimler, BMW, Macdon, JCB,
John Deere and Mahindra & Mahindra.
The Company is focused on expanding the size of business with existing
customers and expanding its customer base with addition of new customers. With a strong
business foundation, technological excellence and industry recognition for products, we
are confident of creating utmost value for all our stakeholders.

DIVIDEND:

Pursuant to the approval of the Board of Directors on 13th November
2024, the Company paid an interim dividend of Rs. 2 per equity share of face value Rs. 10
each, to shareholders whose names appeared in the Register of Members as on 29th
November 2024, the record date fixed for this purpose. However, the Board did not
recommend any final dividend, as the Company aims to conserve cash for future growth.
Accordingly, the total dividend for the financial year ended 31st March 2025 stands at Rs.
2 per equity share of face value Rs.10 each.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend
Distribution Policy duly approved by the Board is available on the website of the Company
under the ‘Investors' section at https://www.dynamatics.com

SHARE CAPITAL:

As of 31st March 2025, the Company had an authorized share
capital of Rs. 2,500 lakhs, divided into 2,00,00,000 equity shares of Rs. 10/- each and
Rs. 500 lakhs divided into 5,00,000 redeemable cumulative preference shares of Rs. 100/-
each. The Issued, subscribed and paid-up Equity Share Capital of the Company as of 31st
March 2025 was 679.14 lakhs, comprising 67,91,443 equity shares of Rs. 10/- each.

TRANSFER TO RESERVES:

The movements in reserves and surplus/retained earnings are available
in the Statement of Changes in Equity, which forms part of the financial statements.

CAPITAL EXPENDITURE:

During the year under review, the Company incurred capital expenditure
of Rs. 5,860 lakhs for physical infrastructure and Rs. 850 lakhs for procurement of
intangible assets. Significant investments have been made in building infrastructure, data
security, information systems, and design and development activities, for the future
benefits of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its
subsidiaries are prepared in accordance with Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'). The Audited
Consolidated Financial Statements together with the Auditor's Report thereon form
part of this Integrated Annual Report. The Company has adopted a Policy for determining
Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations. The
Policy, as approved by the Board is uploaded on the Company's website at
https://www.dynamatics.com. 

SUBSIDIARIES:

The Company has ten subsidiaries. There are no associate or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act"). There has been no material change in the nature of the business of the
subsidiaries. The structure of Dynamatic Technologies Limited and its subsidiaries as on
31st March 2025, is appended hereunder:

* JKM Erla Holdings GmbH, Germany, ceased to exist with effect from 30th
September 2024, pursuant to the court order dated 16th September 2024.
** JKM Automotive Limited filed an application for strike-off, as it
was unable to achieve its intended objectives and has not generated any income since its
incorporation.

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
in Form No. AOC-1 is attached to the financial statements of the Company.

INDIAN SUBSIDIARIES:
Dynamatic Manufacturing Limited, India (DML) is a wholly owned
subsidiary of the Company. DML serves as a Centre of Excellence for detail parts and is
engaged in the engineering, manufacturing, and delivery of components for various aircraft
parts. Its capabilities include fabrication, precision machining, sheet metal work,
forming technology, stretch forming, rubber press operations, Amada CNC bending,
AWS-certified welding (American Welding Society), special processes, heat treatment, and
aerospace fabrication.

JKM Research Farm Limited, India (JRFL) is a wholly owned
subsidiary of the Company. It continues to be the Research & Development facilitator
to the Company. It supports the Hydraulics & Dynauton Division of Dynamatic
Technologies Limited (DTL) in the areas of design concept, functional prototype testing,
and technical information.

JKM Erla Automotive Limited, India (JEAL) continues to be a wholly
owned subsidiary of the Company and is a non-operating company.

JKM Automotive Limited (JAL) a wholly owned subsidiary of JEAL, is
a non-operating company. JAL has filed an application for strike-off, as it was unable to
achieve its intended objectives and has not generated any income since its incorporation.
As of the date of this report, the application is pending with the Ministry of Corporate
Affairs (MCA).

OVERSEAS WHOLLY OWNED SUBSIDIARIES:
JKM Global Pte. Limited, Singapore, continues to be an investment
hub for overseas businesses.

Dynamatic Limited, Swindon, UK, (DLUK) is a wholly owned subsidiary
and held through JKM Global Pte. Limited, Singapore.
Dynamatic Hydraulics?, a division of DLUK located in
Swindon, UK, produces high performance engineered hydraulic products. The plant has over
50 years of experience in gear pump design and manufactures and caters to agriculture,
construction, and off-highway vehicle manufacturers. Products include combined variable
and fixed displacement pump packages, temperature-controlled fan drive systems and fixed
displacement pumps in aluminium and cast iron with a range of additional integrated valve
options.
Dynamatic-Oldland Aerospace?, a division of Dynamatic
Limited UK, is located in Swindon, and is a leader in Aeronautical Precision Engineering
and is currently manufacturing and supplying high precision and complex machined
components for most of the Airbus family of aircraft.

Yew Tree Investments Limited, Bristol, UK is a wholly owned
subsidiary of Dynamatic Limited, UK.
Originally Yew Tree Investments Limited and Dynamatic Limited were the
subsidiaries of JKM Global Pte. Limited. Post-merger, DLUK has both its Hydraulics and
Aerospace units in Swindon.

Dynamatic LLC, US is a subsidiary of Dynamatic Limited, UK.

JKM Erla Holdings GmbH, Germany (JKM Erla) was engaged in the
business of setting up automotive component processing manufacturing units. JEAL owned
100% share holdings in JKM Erla, which inturn held 100% share holdings in Eisenwerk Erla
GmbH, Germany upto 31st July 2023. As a result of corporate restructuring
measures implemented by Eisenwerk Erla, the 100% shareholdings of Eisenwerk previously
held by JKM Erla was assigned to JEAL, effective August 1, 2023.
As an outcome of the corporate restructuring measures JKM Erla ceased
to exist with effect from 30th September 2024, pursuant to the court order
dated 16th September 2024.

Eisenwerk Erla GmbH, Germany (Eisenwerk) it has been in business
for over 630 years and is a preferred supplier to leading global OEMs including Audi, BMW
and Volkswagen. The manufacturing capabilities of this subsidiary include high precision
machining of complex metallurgical products for automotive engines and turbochargers.
As part of the group's strategy, the Company's wholly owned
step-down subsidiary, Eisenwerk Erla GmbH, Germany (EEG) had undertaken corporate
restructuring measures which were approved in August 2023. As a result, the 100%
shareholdings of Eisenwerk previously held by JKM Erla were assigned to JEAL, effective
August 1, 2023. Eisenwerk is currently in the process of transformation from
automotive/foundry-focus to the aerospace business.

PERFORMANCE OF SUBSIDIARIES:

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
in Form No. AOC -1 is attached to the financial statements of the Company as 

Annexure-1.
There are no associate or joint venture companies within the meaning of
Section 2(6) of the Act. There has been no material change in the nature of the business
of the subsidiaries. Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the website of the Company (https://www.dynamatics.com). 

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory, cost and secretarial auditors and external agencies, including audit of
internal controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls were
adequate and effective during Financial Year 2024-25.
Accordingly, pursuant to Sections 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that: i. in the preparation
of the annual accounts, for the Financial Year ended 31st March 2025, the
applicable accounting standards have been followed and there are no material departures;
ii. they have selected such accounting policies and have 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 at the end of the financial year and of the
profit of the Company for that period; iii. they have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; iv. they have prepared the annual accounts for the Financial Year
ended 31st March 2025, on a going concern basis; v. they have laid down
internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively; and vi. they have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors have devised proper systems and processes for complying
with the requirements of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems were adequate and operating
effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Inductions, Re-appointments, Retirements &
Resignations:

The shareholders approved the appointment of Mr. Chalapathi P (DIN:
08087615) as an Executive Director to hold office for a term of three years w.e.f. 13th
November 2024, till 12th November 2027. Mr. P S Ramesh (DIN: 05205364), retired
as Executive 
Director & COO Hydraulics on 13th November 2024, after
completing his term of appointment. The Board places on record its appreciation for the
contributions and guidance made by Mr. P S Ramesh, during his stint with the Company as
Executive Director & COO Hydraulics. 
Dr. Ajay Kumar (DIN: 01975789), resigned as an Independent Director on
15th May 2025, owing to his appointment as Chairman of the Union Public Service
Commission, pursuant to the order of the Hon'ble President of India, thereby assuming
a constitutional responsibility of national importance. Dr. Ajay Kumar has confirmed that
there are no other material reasons for his resignation other than those stated above. The
Board places on record its appreciation for the contributions and guidance made by Dr.
Ajay Kumar, during his stint with the Company as an Independent Director.
During the year under review, the company did not have any pecuniary
relationship or transactions with any of its directors, other than payment of
remuneration/incentive to the Executive Directors and sitting fees to Non-Executive
Directors and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/ Committees of the Company.
None of the Directors of the Company are disqualified from being appointed
as Directors as specified under Section 164 of the Companies Act, 2013.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial
Personnel of the Company as on 31st March 2025, are:
• Mr. Udayant Malhoutra, CEO & Managing Director
• Mr. Chalapathi P, Executive Director & Chief Financial
Officer
• Mr. Shivaram V, Chief Legal Officer & Company Secretary

Declaration by Independent Directors:

All the Independent Directors of the Company have given declarations to
the Company under Section 149(7) of the Act, that they meet the criteria of independence
as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘the Listing Regulations'). In terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstances or situations which exist or may be reasonably anticipated that could impair
or impact their ability to discharge their duties with an objective independent judgement
and without any external influence. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act as well as the Rules made thereunder
and the Listing Regulations and are independent of the management.

BOARD MEETINGS:

Four meetings of the Board were held during the year under review. For
details of meetings of the Board, please refer to the Corporate Governance Report, which
is a part of this report.

COMMITTEES OF BOARD OF DIRECTORS:

The Board has eight committees:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stakeholders' Relationship Committee,
4. Risk Management Committee
5. Technology & Strategy Development Committee,
6. Finance Committee,
7. Corporate Social Responsibility Committee and
8. Independent Directors' Committee.
Details of all the Committees of Board of Directors as per the Secretarial
Standard - 1, as issued by the Institute of Company Secretaries of India have been
disclosed in the Corporate Governance Report. The Board has accepted the recommendations
made by the Committees of Board of Directors during the year under review, with no
instances where recommendations of the Audit Committee were not accepted by the Board.

REMUNERATION POLICY:

The remuneration philosophy at Dynamatic Technologies centers on
fostering a culture of leadership built on trust. The company aims to offer opportunities
that reinforce its performance-driven culture. Adhering to globally accepted governance
practices, the remuneration policy is designed to attract, motivate, and retain talent
while enhancing productivity. This policy creates a supportive work environment,
encourages personal growth and teamwork, and provides competitive remuneration packages.
Additionally, the policy is market-responsive, tailored to attract and retain quality
talent, and leverage performance across different business sectors. Members can download
the complete remuneration policy on the Company's website www.dynamatics.com in
Investors Desk section.

DIVERSITY IN THE BOARD:

In line with the core strategy, the Company understands the importance
of maintaining board diversity. Ensuring optimal mix of varied perspectives, skills,
expertise, industry experience, age gender, race, ethnicity, and cultural background is
critical to foster innovation and helps us to retain our competitive advantage. The Board
has adopted the policy on appointment, continuation and cessation of Directors which sets
out the approach to diversity in the composition of the Board. The Company has an optimum
mix of executive and non-executive independent directors and woman director.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Dynamatic Technologies ensures high corporate governance through
appropriate induction and ongoing training for all directors. Each new independent
director participates in an induction program designed to provide a comprehensive
understanding of the company's businesses, markets, and regulatory environment. This
program also familiarizes directors with management and operations, helping them
understand their roles and responsibilities to contribute significantly to the
company's growth. Directors have full opportunities to interact with senior
management and receive all necessary documents to enhance their understanding and
effectiveness. Dynamatic Technologies firmly believes that a well-informed and
familiarized Board can significantly contribute to effectively discharging its role of
trusteeship, thereby fulfilling stakeholders' expectations. To achieve this,
directors are continuously updated on corporate and industry developments, including
regulatory and economic changes, enabling them to make well-informed and timely decisions.
During the year, the Board members visited Industrial Training Institute (ITI) campus,
Devanahalli, Bangalore, as a part of familiarization program organized for the directors,
key managerial personnel and invitees. The visit was aimed to showcase the company's
initiatives to promote education as a part of its corporate social responsibility mission.
Further, a special visit was arranged for all the Directors to the Dynamatic Manufacturing
Limited (DML) facility located in Peenya, Bangalore, providing them with first hand
exposure to the Company's manufacturing and product development operations. The
Directors toured DML's advanced manufacturing unit, gaining insights into the various
processes involved in producing detailed parts for aerostructure assemblies, the control
systems in place, and the overall scale of operations. Each Director spent approximately
four hours at the facility during this visit. The details of the familiarisation programme
are uploaded under the Investors Desk section on the Company's corporate website
www.dynamatics.com.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND
INDEPENDENCE OF A DIRECTOR:

In terms of the provisions of Section 178(3) of the Companies Act, 2013
and Regulation 19 of the SEBI Listing Regulations, the Nomination and Remuneration
Committee (NRC) has formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of which are as follows: a.
Qualifications A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age, and gender. This process
ensures that the Board has an appropriate blend of functional and industry expertise. When
recommending the appointment of a Director, the NRC considers how the individual's
functional and domain expertise will contribute to the overall skill mix of the Board. b.
Positive Attributes - Apart from the duties of Directors as prescribed in the
Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical
behavior, communication skills, and independent judgment. They are also expected to abide
by the respective Code of Conduct applicable to them. c. Independence - A Director
will be considered independent if he / she meets the criteria laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS:

The Board of Directors has conducted an annual evaluation of its own
performance, board committees, and individual directors in accordance with the provisions
of the Act and SEBI Listing Regulations. This evaluation was guided by criteria and
frameworks adopted by the Board. Input from all directors was considered, focusing on
factors like board composition, processes, information and functioning, risk management
and strategy, corporate social responsibility, organizational performance and structure,
and effectiveness of board processes, among others.
The performance of committees was evaluated by the board with inputs
from committee members, focusing on criteria such as committee composition and
effectiveness of meetings. In a separate meeting of independent directors, the performance
of non-independent directors, the Board as a whole, and the Chairman was evaluated,
incorporating views from both executive and non-executive directors. The Nomination and
Remuneration Committee, along with the Board, reviewed individual director performance,
considering factors like preparedness, contribution to meetings, interpersonal skills, and
strategic input. The subsequent board meeting further discussed the performance of the
Board, committees, and individual directors. Evaluation of Independent Directors was
conducted by the entire Board, excluding the director under evaluation.
The Annual Performance Evaluation is conducted in a paperless manner,
with documents securely uploaded and accessed electronically. This approach has led to
significant benefits, including paper conservation, reduced cycle time for the evaluation
process, and enhanced confidentiality of information.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:

The Board has implemented policies and procedures to ensure the orderly
and efficient conduct of its business, encompassing adherence to the Company's
policies, safeguarding its assets, and preventing and detecting frauds and errors.
Additionally, measures are in place to ensure the accuracy and completeness of accounting
records and the timely preparation of reliable financial disclosures.
The Company has implemented adequate systems for internal control,
tailored to its size and complexity. These systems ensure the safeguarding and protection
of all assets, as well as the proper authorization, recording, and reporting of
transactions. Furthermore, the Company has established checks and balances to verify the
accuracy and reliability of accounting data. All related processes are thoroughly
documented, and steps are taken to ensure compliance with internal control systems. Clear
delineation of roles and responsibilities among stakeholders involved in the process
further reinforces the effectiveness of these controls. The Internal Auditors conduct
independent evaluations of internal controls and concurrently audit a majority of
transactions in terms of value. To ensure the independence of the audit and compliance
functions, they report directly to the Audit Committee of the Board. Additionally, a CEO
& CFO Certificate, included in the Corporate Governance Report, confirms the existence
and effectiveness of internal controls and underscores their responsibility to report
deficiencies to the Audit Committee and rectify them. Throughout the year, these controls
were thoroughly tested, and no material weaknesses in design or operation were reported.

REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial 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 Act.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments made by the Board on every qualification,
reservation or adverse remark or disclaimer made: a. by the Statutory Auditor in their
report: The report issued by M/s. Deloitte Haskins & Sells LLP, (ICAI Firm
Registration No. 117366W/W-100018) Statutory Auditors for financial year 2024-25 does not
contain any qualifications or adverse remarks.

b. by the Company Secretary in Practice in his
Secretarial Audit Report: Pursuant to the provisions of Section 204
of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Ratish Tagde 
& Associates, Company Secretary in practice, was appointed to
undertake the Secretarial Audit for financial year 2024-25. The Report of the Secretarial
Auditor along with the certificate of non-disqualification of Directors for the year ended
March 31, 2025, is annexed to the Directors' Report as Annexure 2. The report
issued by Secretarial Auditor for financial year 2024-25 does not contain any
qualifications or adverse remarks.
The auditors above mentioned have used appropriate disclaimers to limit
the scope of their audit to the documents provided by the management and explanations/
representations made by the management.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: a) Transfer
of Unclaimed Dividend to Investor Education and Protection Fund (IEPF): 


Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (‘IEPF Rules'), dividends, if not claimed for a consecutive period of seven
(7) years from the date of transfer to Unpaid Dividend Account of the Company, is liable
to be transferred to the Investor Education and Protection Fund (‘IEPF').
Further, all the shares in respect of which dividend has remained unclaimed for seven (7)
consecutive years or more from the date of transfer to unpaid dividend account, shall also
be transferred to IEPF Authority. The said requirement does not apply to shares in respect
of which there is a specific order of Court, Tribunal or Statutory Authority, restraining
any transfer of shares. In the interest of the shareholders, the Company sends periodical
reminders to the shareholders to claim their dividends in order to avoid transfer of
dividends / shares to IEPF Authority. Notices in this regard are also published in
newspapers and details of unclaimed dividends and shareholders whose shares are liable to
be transferred to the IEPF Authority, are uploaded on the Company's website at
https://dynamatics.com/ The details pertaining to the transfers is forming part of the
Corporate Governance Report which is annexed to this report. b) Transfer of Shares to
IEPF:


As required under Section 124(6) of the Act, Equity Shares in respect
of which dividend has not been claimed by the members for seven consecutive years or more
have already been transferred by the Company to the IEPF Authority. Details of shares
transferred is available on the website of IEPF as well as the Company. Members who have a
claim on the dividend and shares may claim the same from the IEPF Authority by sending the
request letter along with the requisite documents to Kfin Technologies Limited and
thereafter file an online application in the prescribed e Form IEPF 5 upon receiving the
entitlement letter from the Company. The e Form IEPF 5 is available on the website of the
IEPF
Authority www.iepf.gov.in. No claims shall lie against the Company in
respect of the dividend / shares so transferred. Members / claimants can file only one
consolidated claim in a financial year as per the IEPF Rules. c) DEMAT Suspense Account
Unclaimed Shares: 


As on 31st March 2025, there are 11 members, holding 851
Equity Shares of Rs.10/- each, lying in the escrow account due to non-availability of
their correct particulars. A detailed note in this regard is provided in the Corporate
Governance Section under "Suspense Account for the unclaimed shares". The voting
rights on these shares shall remain frozen till the rightful owner of such shares claims
the shares.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions in
accordance with the Act and the SEBI Listing Regulations including any amendments thereto
for identifying, reviewing, approving and monitoring of Related Party Transactions
(‘RPTs'). The said Policy is available on the Company's website at
www.dynamatics.com All RPTs are placed before the Audit Committee for review and approval.
Prior omnibus approval of the Audit Committee is obtained on periodic basis for the
transactions which are planned/repetitive in nature. A statement giving details of all
RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee
on a quarterly basis for its review. All the RPTs under Ind AS-24 have been disclosed in
Note no. 48 to the Standalone Financial Statements forming part of this Integrated Annual
Report.
The RPTs entered into during the year under review were on arm's
length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act read with the rules framed thereunder and the SEBI
Listing Regulations. Further, the Company did not enter into any contracts or arrangements
with related parties in terms of Section 188(1) of the Act and no material related party
transactions were entered into during the year under review. Accordingly, the disclosure
of RPTs as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable
to the Company for FY 2024-25 and hence does not form part of this Integrated Annual
Report.
In terms of Regulation 23 of the SEBI Listing Regulations, the Company
submits details of RPTs as per the prescribed format to the stock exchanges on a
half-yearly basis.

CORPORATE GOVERNANCE AND CERTIFICATE:

In terms of Regulation 34(3) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management
Discussion & Analysis Report, and the Auditors' Certificate regarding Compliance
to Corporate Governance requirements form part of this report. M/s. Ratish Tagde &
Associates, Company Secretary in Practice, had conducted the Corporate Governance audit
for the year under review. A certificate from M/s. Ratish Tagde & Associates,
regarding compliance of conditions of Corporate Governance as stipulated under SEBI
Listing Regulations is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the
Management Discussion and Analysis Report is presented in a separate section forming part
of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility & Sustainability Report (BRSR) is presented in a separate
section and is an integral part of this Integrated Annual Report.

AUDITORS: Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, (ICAI
Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of the
Company for a term of 5 years, to hold office from the conclusion of 49th
Annual General Meeting held on September 5, 2024 until the conclusion of 54th
Annual General Meeting to be held in 2029. The Auditor's Report for the financial
year 2025 does not contain any qualification, reservation or adverse remark. The
Auditor's Report is enclosed with the Financial Statements in this Annual Report.

Cost Auditors:

During the year under review, in accordance with Section 148(1) of the
Act, the Company has maintained the accounts and cost records, as specified by the Central
Government. The Board of Directors, on the recommendation of the Audit Committee, has
appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No.
000065) as Cost Auditors to audit the cost accounts of the Company for the FY2025-26 under
section 148 of the Act. M/s. Rao, Murthy 
& Associates have confirmed that their appointment is within the
limits of section 141(3)(g) of the Act and have also certified that they are free from any
disqualifications specified under section 141(3) and proviso to section 148(3) read with
section 141(4) of the Act. The Audit Committee has also received a Certificate from the
Cost Auditors certifying their independence and arm's length relationship with the
Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the
Cost Auditor is required to be placed before the Members in a General Meeting for their
ratification. Accordingly, a Resolution seeking Members' ratification for the
remuneration payable to M/s. Rao, Murthy & Associates, Cost Auditors is included in
the Notice convening the Annual General Meeting.

Internal Auditors:

The Internal Audit function is responsible for assisting the Audit
Committee & Risk Management Committee on an independent basis with a full status of
the risk assessments and management. M/s. KPMG Assurance & Consulting Services LLP was
appointed as Internal Auditors of the Company to undertake Internal Audit for the FY2026.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the Act, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. Ratish Tagde & Associates, Company Secretary in practice to undertake
the Secretarial Audit of the Company for Financial Year ended March 31, 2025. The
Secretarial Audit Report for the financial year ended March 31, 2025, as required under
Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations are appended as Annexure
2 to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Further, as per Section 204 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024 the Board has
recommended to appoint M/s. Ratish Tagde & Associates, Company Secretary in practice
as the Secretarial Auditors of the Company for the term of 5 (five) consecutive years i.e.
from Financial Year April 1, 2025 to March 31, 2030. As per regulation 24(1) of SEBI
Listing Regulations, the Company is required to annex the Secretarial Audit report of its
material unlisted subsidiary to its Annual Report. JKM Erla Automotive Limited (JEAL) has
been identified as Material Unlisted Subsidiary of the Company for FY2025 and accordingly
Secretarial Audit Report of JEAL is annexed as 

Annexure - 2A. Tax Auditors:

M/s. BVS & Associates, Chartered Accountants Firm, are the Tax
Auditors of the Company.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy and constituted a Risk
Management Committee as required under Listing Regulations. The Committee oversees the
Risk Management process including risk identification, impact assessment, effective
implementation of the mitigation plans, risk reporting and carries out other related
activities as per the Listing Regulations. The purpose of the Committee is to assist the
Board of Directors in fulfilling its oversight responsibilities with regard to enterprise
risk management.
The details and the process of Risk Management as implemented in the
Company are provided as part of Management's Discussion and Analysis which forms part
of this Report. The said policy has been uploaded on Company's website
(https://dynamatics.com/Investors/Shareholder-Information/). 

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the notes to the financial statements provided in this
Annual Report.

DEPOSITS:

During the year under review, the Company has neither accepted nor
renewed any deposits from the public and, as such, no amount of principal or interest was
outstanding as on the Balance Sheet date within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILTY (CSR):

In line with Section 135 of the Companies Act, 2013 read with
applicable rules made thereunder, Corporate Social Responsibility (CSR) Committee has been
constituted for the purposes of recommending and monitoring the CSR initiatives of the
Company.
The Board, based on the recommendation of the CSR Committee, has
formulated and adopted a CSR Policy, in line with Section 135 of the Companies Act, 2013
read with the applicable rules made thereunder, which is available on the website of the
Company at (https://dynamatics.com/ Investors/Shareholder-Information/). The CSR
objectives are designed to serve societal, local and national goals in the locations we
operate, create a significant and sustained impact on local communities and provide
opportunities for our employees to contribute to these efforts through volunteering.
The Annual Report on the CSR initiatives undertaken by the Company as
per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 (as amended)
including the reasons for not utilising the complete amount for CSR as approved by the CSR
Committee, is annexed as Annexure 3. The details relating to the composition of the
CSR Committee is provided in the Corporate Governance Report, forming part of the Annual
Report. 

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed
thereunder, the Annual Return for FY 2024-25 is uploaded on the website of the Company and
the same is available at www.dynamatics.com 

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE:

Your Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on 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 and the Rules thereunder. As
required under law, the Company has constituted an Internal Committee for conducting
inquiry into the sexual harassment complaints at the workplace and for taking such actions
as stipulated under the said act.
Any complaint pertaining to sexual harassment is diligently reviewed,
investigated and treated with great sensitivity. The Internal Committee members have been
trained in handling and resolving complaints and have also designed an online POSH
e-learning awareness module, for its employees. During the financial year 2025, there were
no complaints received on sexual Harassment.
As a proactive step towards promoting awareness and understanding of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
Dynamatic Technologies organizes training sessions conducted by legal experts specifically
tailored for women employees. These sessions aim to educate employees about their rights
and the procedures for reporting and addressing instances of sexual harassment.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism Policy through which all
stakeholders including Directors and employees may report unethical behaviour,
malpractices, actual or suspected fraud, wrongful conduct, and violation of the
Company's code of conduct without fear of reprisal. Details of complaints received,
and the action taken are reviewed by the Audit Committee.
During the year under review, the Company / Committee has not received
any such complaint. The functioning of the vigil mechanism is reviewed by the Audit
Committee from time to time.
This Policy provides for adequate safeguards against victimization of
employees who avail of this mechanism. The Policy also provides for direct access to the
Chairman of the Audit Committee to best manage such events and to enable integrity of
information. It is affirmed that no personnel of the Company will be denied access to the
Audit Committee. The policy on vigil mechanism may be accessed on the Company's
website (https://dynamatics.com/Investors/Shareholder-Information/). 

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits set out in the said rules is
attached which forms part of this report. Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure
- 4, which forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION 
AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The information relating to conservation of energy, technology
absorption, Research & Development and Foreign Currency is appended as Annexure -
5.

OTHER DISCLOSURES:
Events Subsequent to the Date of the Financial
Statements:

There have been no material changes / commitments affecting the
financial performance of the Company which occurred between the end of the Financial Year
of the Company to which the Financial Statements relate and the date of this Report.

Change in the Nature of Business, if any:

The Company continues to focus on its key business segments and looks
for selective growth / expansion opportunities. There was no change in the nature of
business during the year under review. State of the affairs of the Company and future plan
of action and outlook is discussed in this report.

Significant & Material Orders Passed by the Regulators:

During the year under review, no significant / material orders were
passed by the regulators or the Courts or the Tribunals impacting the going concern status
and the Company's operations in future.

Partnerships and Collaborations:

Dynamatic Technologies has forged significant partnerships with
esteemed academic and defense research institutions to advance indigenous product
development for India's defense and paramilitary sectors, aligning with the vision of
Atmanirbhar Bharat, as advocated by our Prime Minister. A Memorandum of Understanding
(MOU) was inked with the Indian Institute of Technology (IIT) Kanpur, focusing on the
design and development of unmanned solutions tailored for surveillance and reconnaissance
applications. This collaboration harnesses the cutting-edge expertise of IIT Kanpur to
drive innovation in unmanned systems, addressing critical defense and security needs.
In addition, an agreement was established with the Central Scientific
Instruments Organisation (CSIO) to facilitate the design and development of advanced
optical sensors and payloads. Leveraging CSIO's specialized capabilities, this
partnership aims to bolster Dynamatic Technologies' capabilities in delivering
state-of-the-art optical solutions for defense applications.
Through these strategic partnerships, Dynamatic Technologies is at the
forefront of fostering indigenous innovation and technology development, contributing to
the nation's self-reliance aspirations in defense and security domains.

Credit Rating:

During the year under review, the Company's debt facilities were
rated by India Ratings and Research. The instrument wise ratings are as below:

  

    
Instrument Type
    
Rating / Outlook
  
  

    
Term loan
    
IND A / Stable
  
  

    
Fund / Non-fund based
    
IND A / Stable / IND A1
  
  

    
working capital limit
    

  


Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the
year FY2025 to NSE (DYNAMATECH) and BSE (505242) where the Company's Shares are
listed.

Promoters:

The list of the promoters is disclosed for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Mr. Udayant Malhoutra is the promoter of the Company within the
definition of ‘Promoter' for the purpose of regulations 2(1) (s) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Details of the promoter group are appended as under:

No. Name of the entity / person:

1. JKM Holdings Private Limited
2. Udayant Malhoutra and Company Private Limited
3. JKM Offshore India Private Limited
4. Christine Hoden (India) Private Limited
5. Greenearth Biotechnologies Limited
6. Mrs. Barota Malhoutra
7. Primella Sanitary Products Private Limited
8. Vita Private Limited 
9. Wavell Investments Private Limited

GREEN INITIATIVES:

In alignment with its commitment to green initiatives and sustainable
practices, Dynamatic Technologies has taken a proactive step by opting for electronic
distribution of the Notice of the 50th Annual General Meeting (AGM) of the
Company, along with the Annual Report for the fiscal year 2024-25. This initiative
involves sending electronic copies of these documents to all members whose email addresses
are registered with the Company or Depository Participants. By transitioning to electronic
communication for AGM notices and annual reports, Dynamatic Technologies aims to minimize
paper usage and reduce its environmental footprint. This eco-friendly approach not only
supports the company's sustainability goals but also reflects its dedication to
responsible corporate citizenship.

APPRECIATION:
The Board of Directors extends its heartfelt gratitude to the
employees, customers, vendors, investors, and communities associated with Dynamatic
Technologies for their unwavering cooperation and invaluable support throughout the year.
Their dedication and partnership have been instrumental in the company's achievements
and successes.
Furthermore, the Board expresses gratitude to the Government of India,
Government of Karnataka, and various State governments, as well as government departments
and agencies, for their collaboration and support.
The contributions of every member of the Dynamatic family are deeply
appreciated and valued, reflecting the collective effort and commitment towards the
company's mission and goals.
Finally, the Board acknowledges and thanks all the company's
customers for their continued trust and patronage. Their support has been pivotal in
shaping Dynamatic' s journey and success.
For and on behalf of the Board of Directors

Annexure 1 
FORM AOC 1 (Pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient
features of the financial statement of subsidiaries/ associate companies/ joint ventures


  

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
Proposed
  
  

    

    

    

    

    

    
Total
    

    

    

    

    

    
Profit
    
Provision
    
Profit
    
Dividend
  
  

    

    

    

    

    

    

    

    

    

    
% of
    

    

    

    

    

  
  

    
Sr
    

    
Share
    
Reserves
    
Total
    
Liabilities
    
Investments
    

    

    
Turnover
    
before
    
for
    
after
    
(incl.
  
  

    

    
Name of the Subsidiary
    

    

    

    

    

    

    

    
Holding
    

    

    

    

    

  
  

    
No
    

    
Capital
    
& Surplus
    
Assets
    
[excl. (2)
    

    

    

    

    

    
taxation
    
taxation
    
taxation
    
dividend
  
  

    

    

    

    

    

    
& (3)]
    

    

    

    

    

    

    

    

    
tax)
  
  

    

    

    

    

    

    

    
Long-term
    
Current
    
Total
    

    

    

    

    

    

  
  

    

    
1
    
2
    
3
    
4
    
5
    
6
    
7
    
8
    
9
    
10
    
11
    
12
    
13
    
14
  
  

    

    
Foreign Subsidiaries
    (Reporting currency reference mentioned against each Subsidiary)
    

    

    

    

    

    

    

    

  
  

    
1
    
Dynamatic Limited UK
    
9,285
    
13,087
    
58,881
    
36,509
    
805
    
-
    
805
    
100%
    
40,050
    
1,046
    
194
    
852
    
-
  
  

    
2
    
Yew Tree Investments Ltd,UK
    
0.11
    
2,359
    
2,615
    
257
    
-
    
-
    
-
    
100%
    
-
    
86
    
27
    
58
    
-
  
  

    
3
    
Dynamatic US, LLC
    
-
    
(1,246)
    
(1,246)
    
-
    
-
    
-
    
-
    
100%
    
48
    
(149)
    
-
    
(149)
    
-
  
  

    
4
    
Eisenwerk Erla GmbH
    
1,482
    
8,739
    
20,565
    
10,344
    
-
    
-
    
-
    
100%
    
32,822
    
(251)
    
(76)
    
(175)
    
-
  
  

    
5
    
JKM Global Pte Limited, Singapore
    
13,181
    
775
    
22,391
    
8,435
    
13,938
    
-
    
13,938
    
100%
    
-
    
11
    
1
    
10
    
-
  
  

    

    
Indian Subsidiaries
    

    

    

    

    

    

    

    

    

    

    

    

    

  
  

    
6
    
JKM Erla Automotive Limited
    
10,792
    
1,629
    
12,504
    
83
    
12,503
    
-
    
12,503
    
100%
    
-
    
(73)
    
-
    
(73)
    
-
  
  

    
7
    
JKM Automotive Limited
    
1
    
(1)
    
-
    
-
    
-
    
-
    
-
    
100%
    
-
    
-
    
-
    
-
    
-
  
  

    

    
Dynamatic Manufacturing
    

    

    

    

    

    

    

    

    

    

    

    

    

  
  

    
8
    

    
3,800
    
(1,073)
    
7,732
    
5,005
    
33
    
-
    
33
    
100%
    
6,634
    
(157)
    
-
    
(157)
    
-
  
  

    

    
Limited
    

    

    

    

    

    

    

    

    

    

    

    

    

  
  

    
9
    
JKM Research Farm Limited
    
500
    
2,156
    
2,673
    
17
    
-
    
-
    
-
    
100%
    
-
    
26
    
8
    
18
    
-
  


Details of reporting currency and the rate used for converting.


  

    
Reporting
    

    
For Conversion
    

  
  

    
Currency
    
Currency
    

    

  
  

    

    

    
Average Rate (in `)
    
Closing Rate (in `)
  
  

    
Reference
    

    

    

  
  

    
a
    
GBP
    
108.34
    
110.66
  
  

    
b
    
SGD
    
63.19
    
63.71
  
  

    
c
    
USD
    
84.67
    
85.51
  
  

    
d
    
EURO
    
90.86
    
92.61
  


ANNEXURE – 2
FORM NO. MR-3 SECRETARIAL AUDIT REPORT 
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014].

To,
The Members of

Dynamatic Technologies Limited

CIN: L72200KA1973PLC002308 JKM Plaza, Dynamatic Aerotropolis, 55 KIADB,
Aerospace Park, Bangalore 562149
I have conducted the secretarial audit compliance of applicable
statutory provisions and the adherence to good corporate practices by Dynamatic
Technologies Limited ("the Company"). Secretarial Audit was conducted through
online/offline inspections/ verification of documents in manner that provided me a
reasonable basis for evaluating the corporate conducts / statutory compliances and
expressing my opinion thereon. Based on my verification of the Company's books,
papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, the explanations and
clarifications given to me and the representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange
Board of India, I hereby report that in my opinion, the company has, during the audit
period covering the financial year ended 31st March 2025, complied with the
statutory provisions listed hereunder and also that the Company has adopted a proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter. I have examined the books, papers, minute books, forms
and returns filed and other records maintained by the Company for the financial year ended
31st March 2025, according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder.
2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules
made hereunder.
3. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder.
4. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings.
5. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -a) SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011. b) SEBI (Prohibition
of Insider Trading) Regulations, 2015. c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009. d) The Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021. e) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; and f) SEBI (Listing Obligations and
Disclosures Requirements), Regulations, 2015. g) The Securities and Exchange Board of
India (Employee Stock Option Scheme and employee Stock Purchase Scheme) Guidelines, 1999.
h) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008. i) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; and j) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998.
I have also examined compliance with the applicable clauses of the
following Secretarial Standards issued by the Institute of Company Secretaries of India:
a) Meetings of the Board of Directors (SS-1); and b) General Meetings (SS-2) c) Dividends
(SS-3) d) Report of Board of Director (SS-4) During the period under review the Company
has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc., mentioned above.
I have relied on the representations made by the Company and its
Officers for systems and mechanism formed by the Company for compliances under other
applicable Acts, Laws and Regulations to the Company. The major head/groups of Acts, Laws
and Regulations as applicable to the Company are: i. Industrial Laws. ii. Labour Laws.
iii. Environmental and prevention of pollution Laws. iv. Tax Laws. v. Economic and
Commercial Laws. vi. Legal Metrology Act, 2009 and vii. Shops and Establishment Act.
I further report that the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive Directors, Woman
Director and Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent in advance, the meetings were held
in compliance with the applicable provisions. There is a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting. I further report that there are adequate
systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.

ANNEXURE - 2A Form No. MR-3 
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To, 
The Members, 

JKM Erla Automotive Limited

CIN: U35122KA2011PLC056973
C/o. Dynamatic Hydraulics, Plot No.1A/1, 1st Main Road, 2nd
Phase,1st Stage, 
Peenya Industrial Estate, Bangalore - 560058, Karnataka, India.
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by JKM Erla
Automotive Limited (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided us with a reasonable basis for evaluating the
corporate conducts / statutory compliances and expressing our opinion thereon. Based on
our verification of the Company's books, papers, minute books, forms and returns
filed and other records maintained by the Company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of
Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit
period covering the financial year ended on March 31, 2025 complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter: We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2025, according to the provisions of: i. The Companies Act, 2013 (‘the Act')
and the Rules made thereunder; ii. The Depositories Act, 1996 and the Regulations and
Byelaws framed thereunder; iii. Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; iv. The Securities Contracts (Regulation)
Act, 1956 (‘SCRA') and the Rules made thereunder: to the extent of its
applicability to an unlisted Company; v. The Regulations and Guidelines prescribed under
Securities and Exchange Board of India Act, 1992(‘SEBI Act'): to the extent
applicable; vi. The Company has identified the following laws as specifically applicable
to the Company:
1. Factories Act, 1948 & the Central Rules or concerned State
Rules, made thereunder
2. Environment (Protection) Act, 1986 
3. The Water (Prevention and Control of Pollution) Act, 1974 &
Central Rules/ Concerned State Rules 
4. The Air (Prevention and Control of Pollution) Act, 1981 &
Central Rules/ Concerned State Rules 
5. Hazardous Wastes (Management and Handling) Rules, 1989
6. Manufacture, Storage, and Import of Hazardous Chemicals Rules, 1989 
7. The Contract Labour (Regulation and Abolition) Act, 1970 & its
Central Rules/ Concerned State Rules
8. The Employees' Provident Fund and Miscellaneous Provisions Act,
1952 & EPF, FPF Schemes
9. The Employees' State Insurance Act, 1948 & its Central
Rules/ Concerned State Rules 
10. The Minimum Wages Act, 1948 & its Central Rules/ Concerned
State Rules/ Notification of Minimum Wages applicable to various class of industries/
Trade 11. The Payment of Wages Act, 1936 & its Central Rules/ Concerned State Rules if
any 12. The Payment of Bonus Act, 1965 & its Central Rules/ Concerned State Rules if
any 13. The Payment of Gratuity Act & its Central Rules/ Concerned State Rules if any
14. The Maternity Benefit Act, 1961 & its Rules 15. The Employee's Compensation
Act, 1923 16. The Industrial Employment (Standing Orders) Act, 1946 & its Rules 
17. The Industrial Dispute Act, 1947 18. The Trade Marks Act, 1999
19. Sexual Harassment of Women at Workplace (Prevention Prohibition and
Redressal) Act, 2013 We have also examined compliance with the applicable clauses of the
following: i. Secretarial Standards issued by The Institute of Company Secretaries of
India (ICSI) ii. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015: - to the extent applicable to an unlisted
Company which is a subsidiary of a listed Company. iii. SEBI (Prohibition of Insider
Trading) Regulations, 2015: - to the extent applicable to an unlisted Company which is a
subsidiary of a listed Company. During the period under review the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above. We further report that: - 
• The Board of Directors of the Company is duly constituted. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
• Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent out in compliance with the
provisions of Secretarial Standards, and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting. 
• Majority decision is carried through while the dissenting
members' views, if any, are captured and recorded as part of the minutes. 
• We further report that based on review of compliance mechanism
established by the Company, we are of the opinion that the management has adequate systems
and processes commensurate with its size and operations, to monitor and ensure compliance
with all applicable laws, rules, regulations and guidelines; and 
• As informed, the Company has responded to notices for demands,
claims, penalties etc. levied by various statutory / regulatory authorities and initiated
actions for corrective measures, wherever necessary. We further report that: - i. The
Company in its Board Meeting held on 08th August, 2024 approved the borrowing from holding
Company, Dynamatic Technologies Limited upto a maximum amount of Rs.75,00,000/- (Rupees
Seventy Five Lakhs only). ii. The Company in its Board Meeting held on 06th February,
2025, approved the borrowing from holding Company, Dynamatic Technologies Limited upto a
maximum amount of Rs.10,00,000/- (Rupees Ten Lakhs only).
There are no other specific events/actions in pursuance to the above
referred laws, rules, regulations, guidelines etc., having a major bearing on the
Company's Affairs.

ANNEXURE – 3
ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy, including overview
of projects or programs proposed to be undertaken and a reference to the web-link to the
CSR policy and projects or programs: Dynamatic CSR Policy has identified programs such as
- Promoting Education, Ensuring Environmental Sustainability and Promoting Healthcare.
Having identified the CSR Policy and Programs, our mission is to deploy our CSR team and
concerned employees to participate in our CSR initiatives in a structured manner. Our
objectives are to embed CSR in the overall strategy of the Company and implement CSR
activities which build trust with stakeholders and create long term sustainability value
with measurable outcome.
Through our CSR Programme we have been equipping the underserved
communities with the amenities they need, empower the rural youth with technical / shop
floor skills and knowledge. 
Apart from the above, as a part of Promoting Education, Ensuring
Environmental Sustainability and Promoting Healthcare, the company has identified the
following programmes for the forthcoming Financial Year:
• Special education and employment enhancing vocation skills
especially among children, women, and the differently abled and livelihood enhancement
projects.
• Ecological balance, protection of flora and fauna, animal,
welfare, agroforestry, conservation of natural resources and maintaining quality of soil,
air, and water.
• Preventive healthcare and sanitation, including contribution to
the Swach Bharat Drive of the Central Government for the promotion of sanitation and
making available safe drinking water
2. Composition of CSR Committee: 

  

    
Sl. No.
    
Name of Director
    
Designation Nature
    
Number of meetings of
    
Number of meetings of
  
  

    

    

    
Directorship
    
CSR Committee held
    
CSR Committee attended
  
  

    

    

    

    
during the year
    
during the year
  
  

    
1
    
Ms. Gaitri Issar Kumar
    
Chairperson
    
1
    
1
  
  

    
2
    
Mr. Pradyumna Vyas
    
Member
    
1
    
1
  
  

    
3
    
Mr. P.S Ramesh *
    
Member
    
1
    
1
  
  

    
4
    
Mr. Chalapathi P**
    
Member
    
1
    
-
  


*Mr. P.S Ramesh retired on 13th November 2024.
** Mr. Chalapathi P was inducted on 13th November 2024. 
3. Provide the web-link where Composition of CSR committee, CSR policy
and CSR projects approved by the board are disclosed on the website of the company. The
CSR policy of the Company is available on the Company's website www.dynamatics.com.
(https://www.dynamatics. com/Investors/Shareholder-Information/) 
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable (attach the report).: Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any

  

    
SI. No
    
Particulars
    
Amount (in Rs. Lakhs)
  
  

    
a
    
Average net profit of the Company as per
    sub-section (5) of section 135.
    
4,489
  
  

    
b
    
Two percent of average net profit of the
    company as per sub-section (5) of section
    
89.78
  
  

    

    
135.
    

  
  

    
c
    
Surplus arising out of the CSR projects or
    programmes or activities of the previous
    
-
  
  

    

    
financial years.
    

  
  

    
d
    
Amount required to be set off for the
    financial year, if any.
    
2.86
  
  

    
e
    
Total CSR obligation for the financial year
    (b+c-d)
    
86.92
  

6. a) Amount spent on CSR projects (both Ongoing Project and other than
ongoing projects)

  

    
Sl. No
    
Name of Project
    
Items from the list of activities
    
Local
    
Amount spent
    
Mode of
  
  

    

    

    
in Sch VII to the Act.
    
( Yes /
    
for the project
    
Implementation
  
  

    

    

    

    
No)
    

    

  
  

    
1
    
Promoting Education
    
Education
    
Yes
    
8.90
    
Direct
  
  

    
2
    
Ensuring Environmental
    
Environment
    
Yes
    
33.90
    
Direct
  
  

    

    
Sustainability
    

    

    

    

  
  

    
3
    
Preventive Health care and
    
Health care
    
Yes
    
48.10
    
Direct
  
  

    

    
Sanitisation
    

    

    

    

  

All the above CSR activities were done in Karnataka - Bengaluru
through direct mode.


b) Amount spent in Administrative Overheads: Nil c) Amount spent
on Impact Assessment, if applicable: Not Applicable d) Total amount spent for the
Financial Year [(a)+(b)+(c)]: Rs. 90.90 Lakhs e) CSR amount spent or unspent for
the Financial Year

  

    

    

    
Amount Unspent (in Rs. Lakhs)
    

  
  

    

    
Total Amount transferred to
    
Amount transferred to any
    fund specified under
  
  

    
Total Amount Spent
    

    

    

    

    

  
  

    

    
Unspent CSR Account as per
    
Schedule VII as per second
    proviso to sub-section (5)
  
  

    
for the Financial
    

    

    

    

    

  
  

    

    
sub-section (6) of section
    135
    

    
of section 135
    

  
  

    
Year (in Rs)
    

    

    

    

    

  
  

    

    
Amount.
    
Date of transfer.
    
Name of the
    
Amount.
    
Date of transfer.
  
  

    

    

    

    
Fund
    

    

  
  

    
42.90
    
48
    
28/04/2025
    
Nil
    
Nil
    
Nil
  

f) Excess amount for set off, if any

  

    
Sl.No
    
Particular
    
Amount (in Rs. Lakhs)
  
  

    
(i)
    
Two percent of average net profit of the
    company as per sub-section (5) of section
    
89.78
  
  

    

    
135
    

  
  

    
(ii)
    
Total amount spent for the Financial Year
    
90.90
  
  

    
(iii)
    
Excess amount spent for the financial year
    [(ii)-(i)]
    
1.12
  
  

    
(iv)
    
Surplus arising out of the CSR projects or
    programmes or activities of the previous
    
0
  
  

    

    
financial years, if any
    

  
  

    
(v)
    
Amount available for set off in succeeding
    financial years*
    
3.98
  


*The total amount spent during the year towards CSR is Rs. 90.90 Lakhs
as against obligation of Rs 86.92 Lakhs (Refer Table 5 above). The excess amount to be set
off in the succeeding financial years is Rs. 3.98 Lakhs (Rs. 90.90 Lakhs - Rs 86.92
Lakhs). 

7. Details of Unspent CSR amount for the preceding three financial
years: Nil


8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: Yes



  

    
Sl.
    
Short particulars
    
Pin code
    
Date of
    
Amount
    
Details of entity/ authority/
    beneficiary of the
  
  

    
No.
    
of the property or
    
of the
    
creation
    
of CSR
    
registered owner
    

  
  

    

    
asset (s) including
    
property
    

    
amount
    
CSR
    
Name
    
Registered address
  
  

    

    
complete address
    
or assets
    

    
spent (in
    
Registration
    

    

  
  

    

    
and location of the
    

    

    
Rs)
    
Number, if
    

    

  
  

    

    
property
    

    

    

    
applicable
    

    

  
  

    
1
    
Construction of Bus
    
562149
    
January
    
1,10,120/-
    
NA
    
KIADB
    
KIADB Aerospace Park
  
  

    

    
Station at Dynamatic
    

    
2025
    

    

    
Aerospace
    
Bangalore
  
  

    

    
Junction
    

    

    

    

    
Park,
    

  
  

    

    

    

    

    

    

    
Bangalore
    

  
  

    
2
    
Provided 15 KVA
    
562149
    
January
    
3,56,000/-
    
NA
    
Police
    
Bagalur Colony, BEML
  
  

    

    
Diesel Generator
    

    
2025
    

    

    
Station,
    
Layout, Razack Palya,
  
  

    

    
along with
    

    

    

    

    
Bagalur
    
Bengaluru, Karnataka
  
  

    

    
accessories
    

    

    

    

    

    

  
  

    
3
    
Police Chowki along
    
562149
    
March
    
48,00,000/-*
    
NA
    
Police
    
Bagalur Colony, BEML
  
  

    

    
with Patrolling Car,
    

    
2025
    

    

    
Station,
    
Layout, Razack Palya,
  
  

    

    
KIADB Aerospace
    

    

    

    

    
Bagalur
    
Bengaluru, Karnataka
  
  

    

    
Park, Bagalur police
    

    

    

    

    

    

  
  

    

    
station.
    

    

    

    

    

    

  

*This project is currently under progress 


9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per sub-section (5) of section 135. With reference to 6
(e) of Annual CSR report, Rs. 48 Lakhs is transferred to unspent account towards the
multi-year ongoing projects as approved by the CSR committee and in accordance with the
rules under section 135 of Companies Act by MCA. Amount has been set aside is as per the
terms of two of the projects taken up in the year. Below are the details of unspent amount
details 
1. Ensuring Environmental Sustainability - Rs. 10 Lakhs
2. Promoting Healthcare & Safety - Rs. 38 Lakhs
The amount thus set aside will be spent as per MCA guidelines.

ANNEXURE 4
DETAILS OF REMUNERATION (CTC) OF KEY MANAGERIAL PERSONNEL AND OTHER
DIRECTORS:

1. Details / Disclosures of Ratio of Remuneration to each Director to
the median employee's remuneration of the Employees of the Company (Ratio) for the
financial year 2023-24 and the percentage increase in remuneration of Directors and Key
Managerial Personnel (KMP) (%) during the Financial Year 2024 -25:

  

    
Sl
    

    

    

    

    
Increase /
    

    
% Increase
  
  

    

    
Name & Designation
    
Category
    
FY 2023-24
    
FY 2024-25
    

    
Ratio
    

  
  

    
No
    

    

    

    

    
(Decrease)
    

    
/ (Decrease)
  
  

    
1
    
Mr. Udayant Malhoutra, CEO &
    
Director
    

    

    

    

    

  
  

    

    
Managing Director
    
& KMP
    
1,21,99,080
    
1,44,00,000
    
22,00,920
    
1:20
    
18.04%
  
  

    
2
    
Mr. P S Ramesh, Executive Director
    
Director
    

    

    

    

    

  
  

    

    
& COO Hydraulics
    
& KMP
    
1,17,25,985
    
72,80,610
    
NA
    
NA
    
NA
  
  

    
3
    
Mr. Chalapathi, Executive Director &
    
Director
    

    

    

    

    

  
  

    

    

    

    
1,02,32,728
    
1,20,00,000
    
17,67,272
    
1:16
    
17.27%
  
  

    

    
CFO
    
& KMP
    

    

    

    

    

  
  

    
4
    
Mr. Shivaram V, Chief Legal Officer &
    
KMP
    

    

    

    

    

  
  

    

    

    

    
50,11,631
    
78,00,000
    
27,88,369
    
1:11
    
55.64%
  
  

    

    
Company Secretary
    

    

    

    

    

    

  


Note 
1. Employers contribution to provident fund is included in CTC
of FY 2023-24 & FY 2024-25

2. The Director & KMP in Serial No 2 retired on 13th
November 2024 and the remuneration stated above is excluding final settlement payment
towards leave encashment and gratuity. 



  

    
Name of the Director
    
Sitting Fees (Rs.)
  
  

    
Ms. Gaitri Issar Kumar
    
16,00,000
  
  

    
Mr. Pradyumna Vyas
    
20,00,000
  
  

    
Mr. Pierre de Bausset
    
19,00,000
  
  

    
Dr. Ajay Kumar*
    
12,00,000
  


*Mr. Ajay Kumar resigned on 15th May 2025.

2. The percentage increase in the median remuneration of employees in
this financial year: 4.7%
3. The number of permanent employees on the rolls of company as on 31st
March 2025: 869
4. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: The average percentage increase in the salaries of employees
other than the managerial personnel is 11.85 % Average percentage increase in the
managerial remuneration: 24.62%
5. Affirmation that the remuneration is as per the Remuneration Policy
of the Company: It is hereby affirmed that the remuneration paid during the year is as per
the Remuneration Policy of the Company.
6. Details of the employees drawing remuneration of Rs. 8.50 lakhs per
month or Rs. 1.20 crores per annum:

  

    

    

    

    
Monthly
    
Performance Linked
    

  
  

    
Name
    
Designation
    
Grade
    

    

    
Total Monthly CTC
  
  

    

    

    

    
CTC
    
Pay - Monthly
    

  
  

    
Udayant Malhoutra
    
CEO & MD
    
C1
    
12,00,000
    
-
    
12,00,000
  
  

    
Chalapathi P
    
ED & CFO
    
C3
    
9,50,000
    
50,000
    
10,00,000
  
  

    
V Ravichander
    
CTO
    
C3
    
9,50,000
    
50,000
    
10,00,000
  


ANNEXURE - 5
Details on Energy Conservation, Technology Absorption and Foreign
Exchange Earnings & Outgo
(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of The Companies (Accounts) Rules, 2014) A. Conservation of Energy 

All our facilities in India and abroad are built with the environment
in mind and the processes are designed for efficiency in usage of resources, energy
conservation and to ensure that no waste is transmitted into the environment. The
industrial complexes are highly energy efficient and completely non-polluting. This has
been made systematic and quantifiable through the implementation of ISO 14001.
1) The steps taken or impact on conservation of energy The Company has
implemented a water balance system to optimize usage, resulting in a savings of 12,480 KL
of water and reducing costs by Rs. 12,48,000.
2) The steps taken by the Company for utilizing alternate sources of
energy The Company has partnered with a private firm for rooftop solar, utilizing 7,25,000
kWh of solar power for its operations and saving Rs. 21,75,000 in energy costs. This
initiative supports its efforts to reduce carbon footprint and promote sustainability.
3) The capital investment on energy conservation equipment: Nil
4) The Company has installed EV charges for vehicles in the campus.
Thus, it is in the process of reducing the carbon footprint by going green.

B. Technology Absorption

1) The efforts made towards technology absorption. Research &
Development plays a vital role in developing and implementing new technologies to enhance
our operational efficiency. Dynamatic Hydraulics designs and builds bespoke geared
products for farm mechanization, construction, forestry, mining, material handling, and
industrial machines. Most products are developed using simulations of actual operating
conditions, followed by extensive user trials. The company uses advanced software like
Creo-III, SolidWorks, Ansys, and AMESim, with rapid prototyping and validation labs in
India and the UK. The company is engaged in state-of-the-art 3D designs using software
such as CATIA V5, Unigraphics NX, and Mastercam for their design and development
activities meeting global OEM standards. Holding several patents, the R&D team in both
countries comprises experts in application engineering, product design and validation,
process design, material science, and integrated system design. Engineering teams
collaborate closely with leading government and private research institutes in India, the
UK, and the US, including DSIO, IIT Kanpur, IISc, Bath University, and MSOE. Aerospace and
Hydraulics units in India and the UK, along with Automotive units in India and Germany,
work together to develop solutions and enhance synergy across the group.
The Company's Research & Development is overseen by the
Board-level Technology & Strategy Development Committee, which guides R&D strategy
and addresses key technology issues. The Committee regularly reviews and updates required
skills, competencies, structure, and processes to ensure R&D initiatives support the
Company's sustained long-term growth.
2) Some of the benefits derived are product improvement, cost
reduction, new product development or import substitution.
R&D and innovation remain integral to the Company's growth,
profitability, sustainability, and contribution to nation-building. The Dynamatic Science
Lab, formed by consolidating research and technology functions, enhances value by
leveraging skills and expertise to create new business opportunities.
3) Imported technology (imported during the last three years reckoned
from the beginning of the financial year) Dynamatic Technologies has in-house design and
engineering teams in India, the UK, and Germany, leveraging their expertise to develop
world-class products and solutions globally. We focus on import substitution and Make in
India initiatives rather than importing technologies. Our efforts have been recognized by
the Prime Minister and honored with several indigenization awards.

4) Expenditure incurred on Research and Development


(Rs. in Lakhs)

  

    
Particulars
    
31st March 2025
    
31st March 2024
  
  

    
a. Capital
    
725
    
103
  
  

    
b. Revenue
    
670
    
711
  
  

    
Total
    
1,395
    
814
  


C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

  

    
Particulars
    
31st March, 2025
    
31st March, 2024
  
  

    
a. Total Foreign Exchange Earned
    

    

  
  

    
Sales of goods and service
    
33,137
    
31,697
  
  

    
Interest Income earned
    
765
    
554
  
  

    
Foreign Exchange Earned
    
33,902
    
32,251
  
  

    
b. Total Foreign Exchange Used
    
13,783
    
25,368
  
  

    
Import of materials, components, stores &
    spares, etc
    
11,051
    
8,628
  
  

    
Foreign Travels
    
255
    
297
  
  

    
Capital Expenditure
    
-
    
427
  
  

    
Lease Rent
    
395
    
436
  
  

    
Finance Cost
    
89
    
531
  
  

    
Term Loan repayment
    
-
    
8,198
  
  

    
Inter-company loan provided
    
-
    
6,766
  
  

    
Investment
    
1,993
    
-
  
  

    
Others, if any
    
-
    
85