Directors Report of DCX Systems Ltd.

Mar 31, 2025

Your directors take immense pleasure in presenting the 14^th Annual Report on the business and operations of the Company
along with the audited financial statements for the financial year ended March 31, 2025. Standalone and Consolidated
performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below: ('' in Mn)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	11,120.60	14,233.95	10,836.71	14,235.83
Other income	675.65	462.08	800.26	496.45
Total Revenue	1 1,796.25	14,696.03	1 1,636.97	14,732.28
Total Expenses	11,248.57	13,842.01	1 1,033.24	13,786.20
Profit before tax	547.68	854.02	603.73	946.08
Tax expenses	(191.02)	(173.03)	(214.97)	(188.25)
Profit after tax	356.66	680.99	388.76	757.83
Total comprehensive income for the year, net of tax	355.48	661.72	474.35	738.56

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025,
have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate
Affairs and as amended from time to time.

STATE OF COMPANIES AFFAIRS:

Standalone Financial Results:

The standalone revenue from operations decreased to
^11,120.60 Mn for FY 2024-25 as compared to k14,233.95
Mn in FY 2023-24. EBITDA for FY 2024-25 stood at k28.82
Mn compared to R700.64 Mn achieved in FY 2023-24. The
profit after tax stood at k356.66 Mn for FY 2024-25 as
compared to k680.99 Mn in FY 2023-24.

Consolidated Financial Results:

The consolidated revenue from operations is k10,836.71 Mr
for FY 2024-25 as compared to k14,235.83 Mn in FY 2023¬
24. EBITDA for FY 2024-25 stood at k46.12 Mn compared tc
R798.92 Mn attained in FY 2023-24. The profit after tax stooc
at k388.76 Mn for FY 2024-25 as compared to k757.83 Mn
in FY 2023-24.

For detailed analysis of the performance, including industry
overview, changes and outlook, please refer to the
Management''s Discussion and Analysis section of this Report

DIVIDEND:

With a view to conserving resources for future operations and
growth, the Board of Directors has not recommended any
dividend for the financial year ended March 31, 2025. As pei
Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,

2015 (''SEBI Listing Regulations''), the Company has adopted a
Dividend Distribution Policy which is available on the website
of the Company at i.e., https://dcxindia.com.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General
Reserves during the financial year 2024-25.

EQUITY SHARE CAPITAL:

The Authorized Share Capital of the Company is
k25,00,00,000/- divided into 12,50,00,000 Equity Shares
of face value of k2/- each and the paid-up-capital is
k22,27,72,854/- divided into 11,13,86,427 Equity Shares of
face value k2/-.

CHANGE IN PROMOTER OF THE COMPANY:

The Hon''ble National Company Law Tribunal (''NCLT''),
Ahmedabad Bench has approved the Scheme of Amalgamation
of VNG Technology Private Limited (Transferor Company), the
erstwhile Promoter of the Company, with Raneal Technologies
Private Limited (Transferee Company), the current Promoter
of the Company, under section 230-232 and other applicable
provisions of the Companies Act, 2013 read with Companies
(Compromises, Arrangements and Amalgamations) Rules,
2016, vide order dated December 11, 2024. The said order
became effective on December 30, 2024, i.e. the date on
which certified true copy of the NCLT Order was filed with

the Registrar of Companies by the Transferor Company and
Transferee Company.

Because of the aforesaid Scheme of Amalgamation becoming
effective, the transferor company, i.e. VNG Technology Private
Limited (Erstwhile Promoter of the Company) has dissolved
without being wound up and Raneal Technologies Private
Limited has become the Promoter of the Company.

DISCLOSURES:

a. During the year under review, your Company has not
revised the financial statements.

b. There has been no change in the nature of business of
the Company as on the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report for the year under review,
which forms part of this Report as Annexure - 1.

DETAILS OF SUBSIDIARY COMPANIES:

As of March 31, 2025, the Company has two wholly owned
subsidiaries: M/s. Raneal Advanced Systems Private Limited,
India, and M/s. Niart Systems Limited, Israel, pursuant to
sub-section (3) of section 129 of the Companies Act, 2013.
Further, both entities are considered material subsidiaries in
accordance with Regulation 16(1)(C) and 24(1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The statement containing the salient features of the financial
statement of the Company subsidiaries are given in the
prescribed form AOC-1, as Annexure - 2.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Details of loans, guarantees and investments covered under
the provisions of Section 186 of the Companies Act, 2013
forms part of the notes to the Financial Statements provided
in this Annual Report.

DEBENTURES:

During the year under review, the Company has not issued
any Debentures. As on date, the Company does not have any
outstanding Debentures.

DEPOSITORY SYSTEM:

The Company''s equity shares are tradable only in electronic
form. As on March 31, 2025, 100% of the Company''s total
paid up capital representing 11,13,86,427 equity shares are in
dematerialized form.

PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration, ratio of remuneration
of each director and key managerial personnel (KMP) (as
required under the Companies Act, 2013) to the median of
employees remuneration, and the list of top 10 employees

in terms of remuneration drawn, as required under Section
197(12) of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, form part of Annexure - 3 to this
Board''s report.

BOARD OF DIRECTORS:

As of March 31, 2025, the Board of the Company comprised
6 Directors out of which 3 Executive Directors and 3 Non¬
Executive Independent Directors, one of whom is a Women
Independent Director. The composition of the Board of
Directors as on March 31, 2025 was in due compliance of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS:

During the year under review, the Board of Directors met 09
(Nine) times on the following dates:

1.	April 10, 2024	6. November 12, 2024
2.	May 16, 2024	7. January 02, 2025
3.	June 17, 2024	8. February 06, 2025
4.	August 12, 2024	9. March 21, 2025
5.	August 22, 2024

AUDITORS:

I. STATUTORY AUDITORS:

M/s. NBS & Co. [ICAI FRN No. 110100W] Chartered
Accountants were appointed as Statutory Auditors of
the Company by the Shareholders at the 11^th Annual
General Meeting held on July 28, 2022 for a period of 5
years, who will act as Statutory Auditors of the Company
till the conclusion of the 16^th Annual General Meeting of
the Company.

II. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed CS Pramod S, (ICSI
Membership No: A36020 and COP 13335) Practicing
Company Secretary, Bengaluru, to conduct Secretarial
Audit of the Company.

Based on the recommendations of the Audit Committee
and the Board of Directors at its meetings held on
May 27, 2025 CS Pramod S, (ICSI Membership No:
A36020 and COP 13335) Practicing Company Secretary,
Bengaluru, is proposed to be appointed as a Secretarial
Auditor of the Company to hold office for a term of 5
(five) years commencing from the financial year 2025¬
26 to financial year 2029-30 subject to approval of the
Shareholders in the ensuing Annual General Meeting
of the Company as required under Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

III. COST AUDITOR:

The Company has maintained cost records as prescribed
under the provisions of Section 148(1) of the Companies
Act, 2013 and requirement of cost audit is not applicable
as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 read with rule 10.2.4 (3) of
Companies (Cost Records and Audit) Rules, 2014, as the
Company carrying out its operations in Special Economic
Zone.

IV. INTERNAL AUDITOR:

M/s. P P B N & Co [ICAI FRN 002694S], Chartered
Accountants, was appointed as an Internal Auditors
for conducting the internal audit of the Company for
the financial year 2024-25, who conducted the internal
audit periodically and submitted their reports to the
Audit Committee and the Board.

Further, the Board has appointed Rajagopal A and Co
[ICAI FRN 027895S], Chartered Accountants, as an
Internal Auditors for the financial year 2025-26, based
on the recommendation of the Audit Committee.

STATUTORY AUDITORS'' REPORT:

The Auditors'' Report on the Financial Statements (Standalone
and Consolidated) of the Company for the year under review,
"with an unmodified opinion", as given by the Statutory
Auditors, is disclosed in the Financial Statements forming part
of the Annual Report. The Auditors'' Report is unmodified and
there are no qualifications or adverse remarks in their Report.
Also, no frauds in terms of the provisions of Section 143(12)
of the Companies Act, 2013 have been reported by the
Statutory Auditors in their report for the year under review.

SECRETARIAL AUDIT REPORT:

The report of the Secretarial Audit in Form MR-3 for the
financial year ended March 31,2025, is enclosed as Annexure
- 4 to this Report.

There are no qualifications, reservations, adverse remarks or
disclaimers given by the Secretarial Auditor in the Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE STATUTORY AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks
made by the Auditors (Statutory Auditors and Secretarial
Auditors) in their report. Hence, no comments are offered by
the Board of Directors.

INTERNAL CONTROL SYSTEMS AND THE ADEQUACY OF
INTERNAL FINANCIAL CONTROLS:

The Company''s internal financial controls are commensurate
with the scale and its operations. The Company has laid
down guidelines, processes and structures, which enable

the implementation of appropriate internal financial controls
across the organization. Such internal financial controls
encompass policies, processes and procedures adopted by
the Company for ensuring the orderly and efficient conduct
of business, including adherence to its policies, safeguarding
of its assets, prevention and detection of frauds and errors,
the accuracy and completeness of accounting records and the
timely preparation of reliable financial information.

EMPLOYEE STOCK OPTION PLANS (ESOPS):

The Company has not formed any Employees Stock Option
during the year.

VIGIL MECHANISM/ WHISTLE-BLOWER:

Pursuant to provisions of Section 177 of the Companies Act,
2013 read with Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, your
Company has duly established Whistle Blower Policy as part
of vigil mechanism for observing the conduct of Directors and
Employees and report concerns about unethical behavior,
actual or suspected fraud or violation of the Company''s
Code of Conduct to the Chairman of the Audit Committee.
This mechanism also provides for adequate safeguards
against victimization of Director(s)/Employee(s) who avail of
the mechanism and also provides for direct access to the
Chairman of the Audit Committee.

The said policy is available on the website of the Company

i.e., https://dcxindia.com.

During the year under review, the Company has not received
any complaints under the said mechanism.

BUY BACK OF SHARES:

Your Company has not bought back any shares during the
year.

RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management Committee
aligned with the requirements of the Companies Act, 2013
and Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, consisting of Executive
Director and Non-Executive Independent Directors to identify
and assess business risks and opportunities. The details of
the Committee and its terms of reference are set out in the
Corporate Governance Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year till the date of this
report.

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

There were no significant or material orders passed by the
regulators or courts or tribunals impacting on the going
concern status and Company''s operations in future.

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL WHO WERE APPOINTED OR RESIGNED
DURING THE YEAR:

Directors

During the year, the Board of the Company was duly constituted
in line with the requirements under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. For more details, please refer to the
relevant section of Corporate Governance forming part of
this Report.

Further, during the year, the following changes occurred in
the composition of the Board of Directors:

i. Mr. Panchangam Nagashayana, an Independent Director
of the Company, passed away on July 08, 2024.
Mr. Panchangam Nagashayana served on the Board
with dedication and integrity, and the Company greatly
benefited from his guidance and expertise. The Board
and management extend their heartfelt condolences to
his family and acknowledge his significant contributions.

ii. Mr. Neal Jeremy Castleman resigned as Director with
effect from October 09, 2024.

iii. Mr. Diwakaraiah Neriga Jagannatheswar was appointed
as an Additional Executive Director with effect from June
28, 2024 and further, regularised as an Executive Director
in the Annual General Meeting held on September 26,
2024.

iv. Mr. Prakash Nagabushan was appointed as an Additional
Independent Director with effect from August 01,2024,
and he further regularised as an Independent Director
in the Annual General Meeting held on September 26,
2024.

v. Mr. Ramegowda Shiva Kumar was appointed as an
Additional Executive Director with effect from January
02, 2025, and he further regularised as an Executive
Director on March 15, 2025.

Key Managerial Personnel (KMP)

During the year, Mr. Diwakaraiah Neriga Jagannatheswar was
appointed as Chief Financial Officer (CFO) of the Company
with effect from April 11, 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given
declaration to the Company under Section 149(7) of the
Companies Act, 2013 (the Act) that, they meet the criteria
of independence as provided in Sub-Section 6 of Section

149 of the Act and also under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing
Regulations). All independent directors of your Company
have also given declarations to the Company under Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules 2014. In the opinion of the Board, they
fulfil the conditions of independence as specified in the Act
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and are independent of management. The
Independent Directors have affirmed compliance with the
Code of Conduct.

In the opinion of the Board of Directors of the Company,
Independent Directors on the Board of Company hold
the highest standards of integrity and are highly qualified,
recognized and respected individuals in their respective fields.
The composition of Independent Directors is an optimum mix
of expertise (including financial expertise), leadership and
professionalism.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

During the financial year 2024-25, all transactions with
related parties were entered into at arm''s length basis and in
the ordinary course of business.

The particulars of every contract or arrangement entered into
by the Company with related parties referred to in sub-section
(1) of Section 188 of the Companies Act, 2013 has been
disclosed in Form No. AOC-2 as Annexure - 5.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story
by responding to the changing needs of diverse work groups
by fostering an engaging work environment, to constantly
build the unique capabilities and skills of the people. Robust
Human Resource policies are in place which enables building a
stronger performance culture and at the same time developing
current and future leaders.

The employee strength of the Company, at the end of Financial
Year i.e., March 31, 2025 was 140.

Further, your Board of Directors report that, Policy against
Sexual Harassment at workplace is in line with the requirement
of the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and that the employees have been advised to address their
grievances under this Act for redressal. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. The Company has zero tolerance on sexual
harassment at workplace. Appropriate reporting mechanisms
are in place for ensuring protection against Sexual Harassment
and the right to work with dignity. The Company has complied
with the provisions relating to the constitution of the Internal
Complaints Committee as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Disclosure in relation to Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Sl.	Particulars	Number of
No.		Complaints
1	Number of complaints filed during the financial year	Nil
2	Number of complaints disposed of during the financial year	Nil
3	Number of complaints pending as at the end of the financial year	Nil

During the year, the Company has complied with the
provisions relating to the Maternity Benefit Act, 1961.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUT GO:

The particulars in respect of conservation of energy,
technology absorption and foreign exchange earnings &
outgo, as required under Section 134(3)(m) of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 is
appended as an Annexure - 6 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (CSR) Committee has been
entrusted with the prime responsibility of recommending
to the Board, the CSR activities to be undertaken by the
Company in terms of CSR Policy, the amount of expenditure
to be incurred and monitoring the implementation of the
framework of the CSR Policy.

The Annual report on CSR as per Rule 8(1) of Companies
(Corporate Social Responsibility Policy) Rules, 2014 have been
given in Annexure - 7 forming part of this Report.

The CSR Policy of the Company is available on the website of
the Company at https://dcxindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

A detailed BRSR in terms of the provisions of Regulation 34
of the SEBI (Listing Obligation and Disclosure Requirements),
2015 is enclosed as Annexure - 8 form part of this Report.

CORPORATE GOVERNANCE:

Your Company provides utmost importance to the best
governance practices and are designed to act in the best
interest of its stakeholders. The Board of Directors reaffirm
their continued commitment to good corporate governance
practices. The fundamentals of Governance at the Company
includes transparency, accountability, integrity and
Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on Corporate Governance including
a certificate from CS. Pramod S, (ICSI Membership No:
A36020, COP 13335) confirming compliance is enclosed as
Annexure - 9 to and forms an integral part of this Report.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The performance of the
board was evaluated by the Board after seeking input from
all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the
Board after obtaining input from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. In a separate
meeting of Independent Directors, Performance of Non¬
Independent Directors, the Board as a whole and the Chairman
of the Company was evaluated, taking into account the views
of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis
of criteria such as the contribution of the individual director
to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

At the Board Meeting that followed the meeting of the
Independent Directors, the performance of the Board, its
committees, and the Individual Director were also discussed.

Performance evaluation of Independent Directors was done
by the entire Board, excluding the Independent Director being
evaluated.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The familiarization programs aim to make the Independent
Directors of the Company familiar with the business and
operations of the Company. The Company organised such
program for directors during the year under review and
have plans for more such programs as and when required
to update the Board on their roles and responsibilities as
per requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The said familiarization
programs are placed on the website of the Company i.e.,
https://dcxindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause
(c) of sub-section (3) of Section 134 of the Companies Act,
2013 shall state that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures.

b. the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company

at the end of the financial year and of the profit of the
Company for that period.

c. the directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. the directors had prepared the annual accounts on a
going concern basis; and

e. the directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively.

f. the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

NOMINATION AND REMUNERATION POLICY OF THE
COMPANY:

The Nomination and Remuneration Policy of the Company
for appointment and remuneration of the Directors, Key
Managerial Personnel (KMP) and Senior Management of
the Company along with other related matters have been
provided in the Corporate Governance Report. As and
when the need arises to appoint Director, KMP and Senior
Management Personnel, the Nomination and Remuneration
Committee (NRC) of the Company determines the criteria
based on the specific requirements. NRC, while recommending
candidatures to the Board, takes into consideration the
qualification, attributes, experience and independence of the
candidate.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company have constituted the
following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details with respect to the composition, number of
meetings, attendance, powers, roles, terms of reference, etc.
of the aforesaid committees are given in details in the "Report
on Corporate Governance" of the Company which forms part
of this Report.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF
THE COMPANY:

During the year under report, the Company has not received
any amount from any Director of the Company pursuant to
Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits)
Rules, 2014.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF
COMPANY SECRETARIES OF INDIA (''ICSI''):

In terms of Section 118(10) of the Companies Act, 2013,
the Company has complied with the applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to the Meetings of the
''Board'' and ''General Meetings'', respectively, as specified
by the Institute of Company Secretaries of India (ICSI) and
approved by the Central Government.

ANNUAL RETURN:

The Annual Return of the Company as per the provisions of
Section 134(3)(a) and 92(3) of the Companies Act, 2013, is
available on the website of the Company https://dcxindia.
com/investors/annual-report-and-annual-return-2/

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

There was no unpaid/unclaimed dividend that was required to
be transferred to the Investor Education and Protection Fund.

DEPOSITS:

The Company has neither accepted nor renewed any deposits
in terms of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received:

1. Awarded Global Achievers Award for setting a benchmark
for innovation and excellence in Defence Industry to Dr.
H S Raghavendra Rao, Chairman and Managing Director,
recognising for his global impact and leadership in the
industry, from Vishwavani at Maldives.

2. Awarded Veera Kannadiga Award to Dr. H S Raghavendra
Rao, Chairman and Managing Director, for his remarkable
achievements and contributions to the defence industry
from ZEE Kannada News at Bengaluru.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention
of Insider Trading (Code'') in accordance with SEBI (Prohibition
of Insider Trading) Regulations, 2015 with a view to regulating
trading in securities by the Directors, Designated Employees
and Connected Persons of the Company. The objective of
this Code is to protect the interest of Shareholders at large,
to prevent misuse of any price sensitive information and to
prevent any insider trading activity by dealing in the shares
of the Company by its Directors, Designated Employees, their
immediate relatives and Connected Persons.

The Code requires pre-clearance approval for dealing with
the Company''s shares for all transactions by the Directors and
Designated Employees (together called Designated Persons)
and prohibits the purchase or sale of the Company''s securities
by Designated Persons while in possession of Unpublished
Price Sensitive Information (UPSI) in relation to the Company.
The Company Secretary is responsible for the implementation

and monitoring of the Code. The Company also has in place
a Code for practices and procedures for fair disclosure of
unpublished price sensitive information which is available on
the website of the Company at: https://dcxindia.com.

The Company regularly and timely intimates the designated
persons and connected persons for non-trading in the shares
of the Company whenever UPSI is available and also, the
Company takes steps to freeze the PAN of designated and
connected persons at the platform of the CDSL i.e. the
Company''s designated Depository Participant for non-dealing
of shares of the Company whenever the trading window
closes for declaration of financial results.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, neither any application nor any
proceeding is initiated against the Company under the
Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL
INSTITUTIONS:

During the year under review, no settlements were made by
the Company with any Banks or Financial Institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE DIRECTORS'' REPORT:

There were no penalties/punishment/commitments affecting
the financial position of the Company between the end of the
financial year and the date of the Board''s Report.

INSURANCE:

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

OTHER DISCLOSURES:

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

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

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

iii. The Managing Director of the Company has not received
any remuneration or commission from the subsidiary.

GREEN INITIATIVE:

We request all shareholders to support the ''Green Initiative''
of the Ministry of Corporate Affairs and the Company, by
enabling the service of the Annual Report, Annual General
Meeting Notice and other documents through electronically
to your email address registered with your Depository
Participant/ Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to
all Stakeholders, Investors, Customers, Vendors, Banks, Rating
Agency, Central and State Governments, the Company''s
valued investors and all other business partners, for their
assistance and continued co-operation during the year under
review.

Your Directors also place on record their deep sense of
appreciation for the dedicated service of the employees of the
Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

_Pl_{ace: Ben}g_al_uru Dr. H S Raghavendra Rao Shivakumar R

D_at_e: 02 09 2025 Chairman & Managing Director Executive Director

^: . . DIN: 00379249 DIN: 08678987

---

Mar 31, 2024

Your directors have immense pleasure in presenting the 13th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2024. Standalone and Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2024 is summarized below:

('' in Mn)

Particulars		Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	14,233.95	12,536.29	14,235.83	12,536.34
Other income	462.08	295.35	496.45	295.48
Total Revenue	14,696.03	12,831.64	14,732.28	12,831.82
Total Expenses	13,842.01	11,970.61	13,786.20	11,974.10
Profit before tax	854.02	861.03	946.08	857.72
Tax expenses	(173.03)	(140.91)	(188.25)	(140.91)
Profit after tax	680.99	720.12	757.83	716.81
Total comprehensive income for the year, net of tax	661.72	738.29	738.56	734.98

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

STATE OF COMPANIES AFFAIRS:

Standalone Financial Results:

The standalone revenue from operations increased to ''14,233.95 Mn for FY 2023-24 as compared to ''12,536.29 Mn in FY 2022-23. EBITDA for FY 2023-24 stood at ''700.64 Mn compared to ''1,130.16 Mn achieved in FY 2022-23. The profit after tax stood at ''680.99 Mn for FY 2023-24 as compared to ''720.12 Mn in FY 2022-23.

Consolidated Financial Results:

The consolidated revenue from operations increased to ''14,235.83 Mn for FY 2023-24 as compared to ''12,536.34 Mn in FY 2022-23. EBITDA for FY 2023-24 stood at ''798.92 Mn compared to ''1,127.62 Mn achieved in FY 2022-23. The profit after tax stood at ''757.83 Mn for FY 2023-24 as compared to ''716.81 Mn in FY 2022-23.

REVISION OF FINANCIAL STATEMENTS:

During the year under review, Your Company has not revised the financial statements.

LISTING ON STOCK EXCHANGES:

The Company''s shares are listed with BSE Ltd (BSE) & National Stock Exchange of India Ltd (NSE).

DIVIDEND:

In view of the business requirements of the Company, the Board of Directors has not recommended any dividend for the financial year ended March 31,2024. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Company has adopted a Dividend Distribution. Policy which is available on the website of the Company at i.e., https://dcxindia.com.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2023-24.

CHANGES TO EQUITY SHARE CAPITAL:

The Authorized Share Capital of the Company is ''25,00,00,000/- divided into 12,50,00,000 Equity Shares of face value of ''2/- each. During the year under review, the Company at its Fund Raising Committee Meeting held on January 19, 2024, raised an amount of ''500.00 Crores through Qualified Institutional Placement (QIP). by issuing additional 1,46,62,756 equity shares of ''2/- each at a premium of ''339/- per share resulting to 11,13,86,427 total number of Equity Shares of ''2/- each aggregating the paid up share capital of the Company to ''22,27,72,854/-.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review, which forms part of this Report as Annexure-1.

DETAILS OF SUBSIDIARY COMPANIES:

As of March 31, 2024, the Company has M/s. Raneal Advanced Systems Private Limited as its Wholly Owned Subsidiary, pursuant to sub-section (3) of section 129 of the Companies Act, 2013.

During the year under review, the Company has incorporated a Wholly Owned Subsidiary i.e. NIART Systems Limited, on October 15, 2023, in Israel to engage in any business, commercial, industrial, or other activity relating to the development, production, and distribution, globally, of obstacle detection solutions based on radar and optics technology for civil applications for various civil transportation industries including for the railway industry.

The statement containing the salient features of the financial statement of the Company subsidiaries are given in the prescribed form AOC-1, as Annexure-2.

The Company has no material subsidiary as of March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

The Company''s equity shares are tradable only in electronic form. As on March 31, 2024, 100% of the Company''s total paid up capital representing 11,13,86,427 equity shares are in dematerialized form.

PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-3 to this Board''s report.

BOARD OF DIRECTORS:

As of March 31, 2024, the Board of the Company comprised

6 Directors out of which 2 Executive Directors, 1 NonExecutive and Non-Independent Director and 3 Non-Executive Independent Directors, out of which 1 Women Independent Director. The composition of the Board of Directors as on March 31, 2024 was in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS:

During the year under review, the Board of Directors met 11 (Eleven) times on the following dates:

1. May 19, 2023 7. November 16, 2023

2. August 03, 2023 8. February 08, 2024

3. August 14, 2023 9. February 19, 2024

4. August 18, 2023 10. March 04, 2024

5. October 04, 2023 11. March 29, 2024

6. October 30, 2023 AUDITORS:

I. STATUTORY AUDITORS:

M/s. NBS & Co. [ICAI FRN No. 110100W] Chartered Accountants were appointed as Statutory Auditors of the Company by the Shareholders at the 11th Annual General Meeting held on July 28, 2022 for a period of 5 years, who will act as Statutory Auditors of the Company till the conclusion of the 16^th Annual General Meeting of the Company.

II. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Pramod S, (ICSI Membership No: A36020 and COP 13335) Practicing Company Secretary, Bengaluru, to conduct Secretarial Audit of the Company.

III. COST AUDITOR:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable,

as the Company was classified as small enterprise under the MSME Act and carrying out its operations in Special Economic Zone.

IV. INTERNAL AUDITORS:

M/s. P P B N & Co [ICAI FRN 002694S], Chartered Accountants, has been appointed as its Internal Auditors for conducting the internal audit of the Company.

STATUTORY AUDITORS'' REPORT:

The Auditors'' Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, "with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of the Annual Report. The Auditors'' Report is unmodified and there are no qualifications or adverse remarks in their Report. Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013 have been reported by the Statutory Auditors in their report for the year under review.

SECRETARIAL AUDIT REPORT:

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024, is enclosed as Annexure-4 to this Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in their Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors (Statutory Auditors and Secretarial Auditors) in their report. Hence, no comments are offered by the Board of Directors.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal financial controls are commensurate with the scale and its operations. The Company has laid down guidelines, processes and structures, which enable the implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies, processes and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

EMPLOYEE STOCK OPTION PLANS (ESOPS):

The Company has not formed any Employees Stock Option Scheme during the year.

VIGIL MECHANISM/ WHISTLE-BLOWER:

Pursuant to provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, your Company has duly established Whistle Blower Policy as part of vigil mechanism for observing the conduct of Directors and Employees and report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct to the Chairman of the Audit Committee. This mechanism also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The said policy is available on the website of the Company

i.e., https://dcxindia.com.

During the year under review, the Company has not received any complaints under the said mechanism.

BUY BACK OF SHARES:

Your Company has not bought back any shares during the year.

RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Directors and Non-Executive Independent Director to identify and assess business risks and opportunities. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

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

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR:

Directors

During the year, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For more details, please refer to the

relevant section of the Corporate Governance forming part of this Report.

Further, during the year, the following changes had occurred in the composition of the Board of Directors:

i. Mr. Sankarakrishnan Ramalingam resigned from the directorship of the Company w.e.f., 31.08.2023.

ii. Mr. Ranga K S was appointed to the Board of the Company as an Additional Whole-Time Director w.e.f., 01.09.2023.

iii. Mr. Ranga K S appointment as Whole-Time Director was ratified by the members of the Company in the Annual General Meeting held on 25.09.2023.

iv Mr. Ranga K S resigned as Whole-Time Director of the Company w.e.f. 31.03.2024.

Key Managerial Personnel (KMP)

During the year, the following changes were occurred in respect of Key Managerial Personnel.

i. Mr. Ranga K S resigned as Chief Financial Officer (CFO) of the Company w.e.f. 31.03.2024.

ii. Mr. Nagaraj Radhakrishna Dhavaskar, Company Secretary and Compliance Officer, resigned w.e.f., 31.01.2024.

iii. Mr. Gurumurthy Ganapati Hegde was appointed as Company Secretary and Compliance Officer of the Company w.e.f., 08.02.2024.

DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors of the Company have given declaration to the Company under Section 149 (7) of the Act, that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All independent directors of your Company have also given declarations to the Company under Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of management. The independent directors have affirmed compliance with the Code of Conduct.

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. The composition of Independent Directors is an optimum mix of expertise (including financial expertise), leadership and professionalism.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2023-24, all the transactions with related parties were entered into at arm''s length basis and in

the ordinary course of business.

The particulars of every contract or arrangement entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2 as Annexure-5.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story by responding to the changing needs of diverse work groups by fostering an engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The employee strength of the Company, at the end of FY i.e., March 31, 2024 was 114.

Further your Board of Directors report that, Policy against Sexual Harassment at workplace is in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and that the employees have been advised to address their grievances under this Act for redressal. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint with respect to sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy.

The Annual report on CSR as per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure-7 forming part of this Report.

The CSR Policy of the Company is available on the website of the Company at https://dcxindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

A detailed BRSR in terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 is enclosed as Annexure-8 form part of this Report.

CORPORATE GOVERNANCE:

Your Company provides utmost importance to the best governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at the Company includes transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from CS. Pramod S, (ICSI Membership No: A36020, COP 13335) confirming compliance is enclosed as Annexure-9 to and forms an integral part of this Report.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the board was evaluated by the Board after seeking input from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after obtaining input from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, Performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board Meeting that followed the meeting of the Independent Directors, the performance of the Board, its Committees, and Individual Director was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The familiarisation programmes aim to make the Independent Directors of the Company familiar with the business and operations of the Company. The Company had organised such program for directors during the year under review and have plan for more such programs as and when required to update the Board on their roles and responsibilities as per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said familiarisation

programmes are placed on the website of the Company i.e., https://dcxindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 shall state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when the need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company have constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details with respect to the composition, number of meetings, attendance, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of this Report.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF THE COMPANY:

During the year under report, the Company has not received any amount from any Director of the Company pursuant to Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (''ICSI''):

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to the Meetings of the ''Board'' and ''General Meetings'', respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

ANNUAL RETURN:

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company https://dcxindia. com.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unpaid/unclaimed dividend that was required to be transferred to Investor Education and Protection Fund.

DEPOSITS:

The Company has neither accepted nor renewed any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received:

1. Awarded India''s Innovative Entrepreneur of the year award for Excellence in Defence Electronics Export to Dr. H S Raghavendra Rao, Chairman and Managing Director, from International Achievers at Dubai.

2. Awarded India''s Greatest Brands award from Asia One at Mumbai.

3. Awarded India''s Greatest Brands award from Asia One to Dr. H S Raghavendra Rao, Chairman and Managing Director, at Mumbai

4. Awarded Export Excellence Award from Federation of Karnataka Chambers of Commerce and Industry at Bangalore.

5. Awarded Excellence Expo Award from Vibrant Bharat at Delhi.

6. Awarded Excellence Expo Award in Aerospace and Defence Sector to Dr. H S Raghavendra Rao, Chairman and Managing Director, from Times Exemplary Leaders at Mumbai.

7. Awarded Bhartiya Udyog Leadership Award to Dr. H S Raghavendra Rao, Chairman and Managing Director, from All India Achievers Foundation at Delhi.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (''Code'') in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors, Designated Persons and Connected Persons of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Employees and Connected Persons.

The Code requires pre-clearance for dealing in the Company''s shares for all transactions by Directors and Designated Employees (together called Designated Persons) and prohibits the purchase or sale of Company''s securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. The Company Secretary is responsible for the implementation and monitoring of the Code. The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at: https://dcxindia.com.

The Company regularly and timely intimates the designated persons and connected persons for non-trading in the shares of the Company whenever Unpublished Price Sensitive Information (UPSI) is available and also, the Company takes steps to freeze the PAN of designated and connected persons at the platform of the CDSL i.e. the Company''s designated Depository Participant for non-dealing of shares of the Company whenever the trading window closes for declaration of financial results.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS'' REPORT:

There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of the Board''s report.

INSURANCE:

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

OTHER DISCLOSURES:

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

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

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

iii. The Managing Director of the Company has not received any remuneration or commission from the subsidiary.

iv. There is no change in the nature of the business of the Company.

GREEN INITIATIVE:

We request all shareholders to support the ''Green Initiative'' of the Ministry of Corporate Affairs and the Company, by enabling the service of the Annual Report, Annual General Meeting Notice and other documents through electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to all Stakeholders, Investors, Customers, Vendors, Banks, Rating Agency, Central and State Governments, Employees, the Company''s valued investors and all other business partners, for their assistance and continued co-operation during the year under review.

The Board also wishes to place on record its appreciation to the Lead Managers, Legal Counsels, Securities Exchange Board of India (SEBI), Registrar of Companies (ROC), National Stock Exchange of India Limited (NSE), BSE Limited(BSE), Registrar and Transfer Agent (RTA), Auditors and all Intermediaries for their co-operation and immense support extended to the Company in its entire process of the Qualified Institutional Placement (QIP).

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr. H S Raghavendra Rao Diwakaraiah N J

Place: Bengaluru Chairman & Managing Director Additional Executive Director

Date: 22.08.2024 DIN: 00379249 DIN: 00427317

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Mar 31, 2023

Your directors have immense pleasure in presenting the 12^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended as on March 31, 2023. Standalone and Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2023 is summarized below:

(Rs. in Mn)
Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from operations	12,536.29	1 1,022.73	12,536.34	11,022.73
Other income	295.35	220.61	295.48	220.61
Total Revenue	12,831.64	11,243.34	12,831.82	11,243.34
Total Expenses	11,970.61	10,487.73	11,974.10	10,487.79
Profit before tax	861.03	755.61	857.72	755.55
Tax expenses	(140.91)	(99.47)	(140.91)	(99.47)
Profit after tax	720.12	656.14	716.81	656.08
Total comprehensive income for the year, net of tax	738.29	655.93	734.98	655.87

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

STATE OF COMPANIES AFFAIRS:Standalone Financial Results:

The standalone revenue from operations increased to ''12,536.29 Mn for FY 2022-23 as compared to ''1 1,022.73 Mn in FY 2021-22. EBITDA for FY 2022-23 stood at ''1,130.16 Mn compared to ''838.79 Mn achieved in FY 2021-22. The profit after tax stood at ''720.12 Mn for FY 2022-23 as compared to ''656.14 Mn in FY 2021-22.

Consolidated Financial Results:

The consolidated revenue from operations increased to ''12,536.34 Mn for FY 2022-23 as compared to ''1 1,022.73 Mn in FY 2021-22. EBITDA for FY 2022-23 stood at ''1,127.62 Mn compared to ''838.73 Mn achieved in FY 2021-22. The profit after tax stood at ''716.81 Mn for FY 2022-23 as compared to ''656.08 Mn in FY 2021-22.

REVISION OF FINANCIAL STATEMENTS:

During the year under review, Your Company has not revised the financial statements.

LISTING OF EQUITY SHARES:

During the year, the Company has successfully completed the initial public offering of its equity shares ("IPO") through book building process and raised ''5,000 Mn. The public issue was comprising a fresh issue of 1,93,23,671 equity shares of face value of ''2/- each for an amount of ''4,000 Mn and an offer for sale of 48,30,916 equity shares for an amount of ''1,000 Mn.

The Company''s equity shares were listed on the recognized stock exchanges i.e., BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 11.11.2022.

DIVIDEND:

In view of the business requirements of the Company, the Board of Directors has not recommended a dividend for the financial year ended March 31, 2023. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Company has adopted a Dividend Distribution

remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure-3 to this Board''s report.

BOARD OF DIRECTORS:

As of March 31, 2023, the Board of the Company comprised

6 Directors out of which 1 is an Executive Director, 2 are NonExecutive and Non-Independent Directors and 3 are NonExecutive Independent Directors, out of which 1 Women Independent Director. The composition of the Board of Directors as on March 31, 2023 was in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS:

During the year under review, the Board of Directors met 14 (fourteen) times on the following dates:

1.	May 14, 2022	8.	November 09, 2022
2.	June 01,2022	9.	November 14, 2022
3.	June 28, 2022	10.	November 17, 2022
4.	July 21, 2022	11.	December 26, 2022
5.	August 25, 2022	12.	January 23, 2023
6.	September 16, 2022	13.	February 08, 2023
7.	October 13, 2022	14.	March 01, 2023

Policy which is available on the website of the Company at

i.e., https://dcxindia.com.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2022-23.

CHANGES TO EQUITY SHARE CAPITAL:

At present, the Authorized Share Capital of the Company is '' 25,00,00,000 /- divided into 12,50,00,000 Equity Shares of '' 2/ - each.

During the year, by virtue of Initial Public Offering("IPO") 1,93,23,671 equity shares were allotted and at present, the issued, subscribed and paid-up Share Capital of the Company is '' 19,34,47,342/- comprising of 9,67,23,671 Equity Shares of '' 2/- each.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review, is forming part of the Annual Report., which forms part of this Annual Report as Annexure-1.

DETAILS OF SUBSIDIARY COMPANIES:

As of March 31, 2023, the Company has M/s. Raneal Advanced Systems Private Limited as its wholly owned subsidiary. Pursuant to sub-section (3) of section 129 of the Companies Act, 2013, the statement containing the salient feature of the financial statement of the company''s subsidiary is given in the prescribed form AOC-1, as Annexure-2.

The Company has no material subsidiary as of March 31, 2023.

During the year under review, no Bodies Corporate have become or ceased to be Subsidiary, Joint Venture or Associate Company of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

The Company''s equity shares are tradable only in electronic form. As on March 31, 2023, 100% of the Company''s total paid up capital representing 9,67,23,671 equity shares are in dematerialized form.

PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration, ratio of

AUDITORS:I. STATUTORY AUDITORS:

M/s. NBS & Co. [ICAI FRN No. 110100W] Chartered Accountants were appointed as Statutory Auditors of the Company by the Shareholders at the 11^th Annual General Meeting held on July 28, 2022 for a period of 5 years, who will act as Statutory Auditors of the Company till the conclusion of the 16^th Annual General Meeting of the Company.

II. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS. Pramod S, (ICSI Membership No: A36020 and COP 13335) Practicing Company Secretary, Bengaluru, to conduct Secretarial Audit of the Company.

III. COST AUDITORS:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable, as the company is classified as small enterprises under MSME Act and carrying out its operations in Special Economic Zone.

IV. INTERNAL AUDITORS:

M/s. P P B N & Co [ICAI FRN 002694S], Chartered Accountants, has been appointed as its Internal Auditors for conducting the internal audit functions of the Company.

STATUTORY AUDITORS'' REPORT:

The Auditors'' Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, "with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of the Annual Report. The Auditors'' Report is unmodified and there are no qualifications or adverse remarks in their Report. Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013 have been reported by the Statutory Auditors in their report for the year under review.

SECRETARIAL AUDIT REPORT:

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023, is enclosed as Annexure-4 to this Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors (Statutory Auditors and Secretarial Auditors) in their report. Hence, no comments are offered by the Board of Directors.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company''s internal financial controls are commensurate with the scale and its operations. The Company has laid down guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organisation. Such internal financial controls encompass policies, processes and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

EMPLOYEE STOCK OPTION PLANS (ESOPS):

The Company has not formed any Employees Stock Option Scheme.

VIGIL MECHANISM/ WHISTLE-BLOWER:

Pursuant to provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly established Whistle Blower Policy as part of vigil mechanism for observing the conduct of Directors and

Employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of conduct to the Chairman of the Audit Committee. This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The said policy is available on the website of the Company i.e., https://dcxindia.com.

During the year under review, the Company has not received any complaints under the said mechanism.

BUY BACK OF SHARES:

Your Company has not bought back any shares during the year.

RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Director, Non-Executive Director and Independent Director to identify and assess business risks and opportunities. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

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

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR:

Directors

During the year, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For more details, please refer to relevant section of the Corporate Governance forming part of this Report.

During the year, the Company has not appointed any new Director on the Board of the Company and none of the Director, who held the post of directorship as on the beginning of the financial year, has resigned from the directorship.

During the year, the designation of Mr. Sankarakrishnan Ramalingam (DIN: 00078459) was changed from Whole Time Director to Non-Executive Director with effect from 26.12.2022.

Mr. Neal Jeremy Castleman (DIN:05159412), Non- Executive Director of the Company, who will attain the age of 75 years as on April 1, 2024 and in order to continue to his directorship as Non-Executive Director of the Company as required under the Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Members approval is sought by way of Special Resolution at the ensuing Annual General Meeting.

For more details regarding additional information under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards, please refer to notice of 12th Annual General Meeting forming part of this Report.

Key Managerial Personnel (KMP)

During the year, Mr. Kiran Kumar K S, Key Managerial Personnel (KMP) as designated by the Company resigned from the post of Manager Planning & Production w.e.f. January 30, 2023.

DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors of the Company have given declaration to the Company under Section 149 (7) of the Act, that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All independent directors of your Company have also given declarations to the Company under Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of management. The independent directors have affirmed compliance with the Code of Conduct.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. The composition of Independent Directors is optimum mix of expertise (including financial expertise), leadership and professionalism.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-23, all the transactions with related parties were entered into at arm''s length basis and in the ordinary course of business.

The particulars of every contract or arrangement entered into

by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2 as Annexure- 5.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story by corresponding to the changing needs of diverse workgroup by fostering an engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The employee strength of the Company, at the end of FY i.e., March 31, 2023 was 95.

Further your Board of Directors report that, Policy against Sexual Harassment at workplace is in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and that the employees have been advised to address their grievances under this Act for redressal. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint with respect to sexual harassment.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy.

The Annual report on CSR as per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure-7 forming part of this Report.

The CSR Policy of the Company is available on the website of the Company at https://dcxindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

A detailed BRSR in terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 is enclosed as Annexure-8 form part of this Annual report.

CORPORATE GOVERNANCE:

Your Company provides utmost importance to the best

governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at the Company includes transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from CS. Pramod S, (ICSI Membership No: A36020, COP 13335) confirming compliance is enclosed as Annexure-9 to and forms an integral part of this Report.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, Performance of NonIndependent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and Individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The familiarisation programme aims to make the Independent Directors of the Company familiar with the business and operations of the Company through various structured familiarisation programmes. The Company had organised such program for directors during the year under review and have plan for more such programs as and when required to update the Board on their roles and responsibilities as per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said familiarisation programmes are placed on the website of the Company i.e.,

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DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company have constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

The details with respect to the composition, number of meetings, attendance, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of this Report.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF THE COMPANY:

During the year under report, the Company has not received any amount from any Director of the Company pursuant to Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (''ICSI''):

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to the ''Meetings of the Board and ''General Meetings'', respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

ANNUAL RETURN:

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company https://dcxindia. com.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unpaid/unclaimed dividend that was required to be transferred to Investor Education and Protection Fund.

DEPOSITS:

The Company has neither accepted nor renewed any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AWARDS RECEIVED DURING THE YEAR:

During the year, Your Company has received the following awards:

1. Awarded Excellence in Defence and Aerospace award from Mid-Day Icons at Goa.

2. Awarded Most Admired Company of the year award from ET Ascent at Mumbai.

3. Awarded India''s Innovative Entrepreneur of the year award for excellence in defence electronics exports to Dr. H S Raghavendra Rao, Chairman and Managing Director from International Achievers at Dubai.

4. Awarded Business Leader of the year award to Dr. H S Raghavendra Rao, Chairman and Managing Director, from ET Ascent at Mumbai.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (''Code'') in accordance with SEBI (Prohibition

of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Employees and Connected Persons.

The Code requires pre-clearance for dealing in the Company''s shares for all transactions by Directors and Designated Employees (together called Designated Persons) and prohibits the purchase or sale of Company''s securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. The Company Secretary is responsible for the implementation and monitoring of the Code. The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at: https://dcxindia.com

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS'' REPORT:

There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of the Board''s report.

INSURANCE:

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

OTHER DISCLOSURES:

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

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

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

iii. The Managing Director of the Company has not received any remuneration or commission from the subsidiary.

iv. There is no change in the nature of the business of the Company.

GREEN INITIATIVE:

We request all the shareholders to support the ''Green Initiative'' of the Ministry of Corporate Affairs and DCX continuance towards greener environment by enabling the service of the Annual Report, Annual General Meeting Notice and other documents electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to all Stakeholders, Investors, Customers, Vendors, Banks, Rating Agency, Central and State Governments, the Company''s valued investors and all other business partners, for their assistance and continued co-operation during the year under review.

The Board also wishes to place on record its appreciation to the Book Running Lead Managers (BRLM''s), Legal Counsels, Securities Exchange Board of India (SEBI), Registrar of Companies (ROC), National Stock Exchange of India Limited (NSE), BSE Limited, Registrar and Transfer Agent (RTA), Auditors and all Intermediaries for their co-operation and immense support extended to the Company in its entire process of the Initial Public Offer (IPO).

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr. H S Raghavendra Rao Sankarakrishnan Ramalingam

Place: Bengaluru Chairman & Managing Director Director

Date: 14.08.2023 DIN: 00379249 DIN: 00078459