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

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended 31^st March 2025, were as follows:

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.

ivitiALLURGY: ihe 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
29^th 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 31^st 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 31^st 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 31^st March 2025, is appended hereunder:
* JKM Erla Holdings GmbH, Germany, ceased to exist with effect from 30^th
September 2024, pursuant to the court order dated 16^th 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 31^st 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 30^th September 2024,
pursuant to the court order dated 16^th 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 31^st 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 31^st 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. 13^th November 2024, till 12^th
November 2027.

Mr. P S Ramesh (DIN: 05205364), retired as Executive
Director & COO - Hydraulics on 13^th 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 15^th 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 31^st 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

ar'r'ontorl h\/ tho Rnarrl

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 31^st 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 49^th Annual General Meeting held on September
5, 2024 until the conclusion of 54^th 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:

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 50^th 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

UDAYANT MALHOUTRA CHALAPATHI P

CEO & Managing Director Executive Director & CFO

DIN : 00053714 DIN : 08087615

Place: Bengaluru
Date: 27^th May 2025