Your directors take immense pleasure in presenting the 15^th Annual Report on the business and operations of the Company
along with the audited financial statements for the financial year ending March 31, 2026. Standalone and Consolidated
performance of the Company and its subsidiaries and associate have been referred to wherever required.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ending March 31, 2026, is summarized below:

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31,2026, 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 COMPANY''S AFFAIRS:

During the year under review, the Company operated in a
dynamic and evolving defence and aerospace environment
characterised by changing procurement cycles, extended
project execution timelines, and evolving customer
requirements. While the Company''s revenue for the year
witnessed a decline compared to the previous financial
year, primarily due to the timing of project milestones,
deferred order execution, and the nature of long-gestation
defence programmes, the Company successfully
demonstrated operational resilience by maintaining its
profitability through disciplined financial management and
enhanced operational efficiencies.

The management continued to focus on prudent cost
optimisation, effective resource utilisation, and improved
project execution, which enabled the Company to protect its
operating margins despite lower topline performance.
Continuous monitoring of overheads, optimisation of
manufacturing processes, and efficient supply chain
management contributed significantly towards sustaining
the Company''s bottom line. The Company''s emphasis on
value engineering, productivity enhancement, and strategic
procurement initiatives further strengthened its financial
stability during the year.

The Company remained committed to strengthening its
position in the defence and aerospace sector by investing
in product development, enhancing engineering capabilities,
and pursuing opportunities across defence manufacturing,
aerospace systems, and indigenous defence programmes.
The management continued to engage with existing and
prospective customers, participate in strategic defence
initiatives, and explore new business opportunities aligned
with the Government of India''s emphasis on self-reliance in
defence manufacturing and the Make in India and
Atmanirbhar Bharat initiatives. These strategic efforts are
expected to support long-term growth and improve the
Company''s order pipeline in the coming years.

There were no material changes affecting the financial
position of the Company other than those disclosed
elsewhere in this Report. The Directors remain confident
that the Company''s strong technical capabilities,
experienced management team, sound financial discipline,
and continued focus on operational excellence position it
favourably to capitalise on emerging opportunities in the
defence and aerospace sector. While the industry continues
to face challenges arising from project execution cycles
and evolving geopolitical and economic conditions, the
Directors are optimistic about the Company''s long-term

growth prospects and its ability to create sustainable value
for all stakeholders.

STANDALONE FINANCIAL RESULTS:

The standalone revenue from operations decreased to
?7,398.72 Mn for FY 2025-26 as compared to m,120.60 Mn
in FY 2024-25. EBITDA for FY 2025-26 stood at ?187.85 Mn
compared to ?28.82 Mn achieved in FY 2024-25. The profit
after tax stood at ?331.62 Mn for FY 2025-26 as compared to
?356.66 Mn in FY 2024-25.

CONSOLIDATED FINANCIAL RESULTS:

The consolidated revenue from operations is ?7,433.44 Mn
for FY 2025-26 as compared to ?10,836.71 Mn in FY 2024¬
25. EBITDA for FY 2025-26 stood at ?4.41Mn compared to
?46.12 Mn attained in FY 2024-25. The profit after tax stood
at ?(77.11) Mn for FY 2025-26 as compared to ?388.76 Mn
in FY 2024-25.

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 strengthening the financial position of the
Company and conserving resources for future growth
opportunities and operational requirements, the Board of
Directors has not recommended any dividend for the financial
year ending March 31, 2026. 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:

During the financial year 2025-26, the Company has not
transferred any amount to General Reserves. The entire
surplus for the year has been retained in the Statement of
Profit and Loss to support the Company''s ongoing
operations, strengthen its financial position, and meet
future business requirements. The Board decision is
aligned with the Company''s strategy to maintain a robust
liquidity position and growth initiatives from internal
accruals, thereby enhancing long-term stakeholder value.

The Board continues to review the need for appropriation to
reserves from time to time, keeping in view the Company''s
growth plans, capital requirements, and overall financial
strategy.

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 and the paid-up capital is
?22,27,72,854/- divided into 11,13,86,427 Equity Shares of
face value ?2/-.

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 AND ASSOCIATE COMPANIES:

As of March 31, 2026, the Company has two wholly owned
subsidiaries: M/s. Raneal Advanced Systems Private
Limited, India, and M/s. Niart Systems Limited, Israel and
one associate company, M/s. ELTX Systems Private
Limited, India, pursuant to sub-section (3) of section 129 of
the Companies Act, 2013. Further, both subsidiary entities
are considered material subsidiaries in accordance with
Regulation 16(1)(c) and 24(1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

In line with the provisions of Section 129(3) of the
Companies Act, 2013 (Act), a statement containing the
salient features of the financial statements of the
Company''s subsidiaries and associate in Form AOC-1 is
attached to the financial statements of the Company as
Annexure-2. This form highlights the financial performance
of each subsidiary and associate company and their
contribution to the Company''s overall performance as
required by Rule 5 and 8(1) of the Companies (Accounts)
Rules, 2014.

Audited financial statements together with the related
information and other reports of each of the subsidiary
Companies is available on the website of the Company at:
https://dcxindia.com.

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, 2026, 100% of the Company''s total
paid up capital representing 11,13,86,427 equity shares are
in dematerialized form.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the
Act, read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial

Personnel (KMP) to the median of employees''
remuneration are provided in Annexure - 3 to this Board''s
Report.

The statement containing particulars in terms of Section
197(12) of the Act, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Annual Report.
Considering the first proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report, excluding the
aforesaid information, is being sent to the Members of the
Company and others entitled thereto. The said information
is available for inspection at the Registered Office of the
Company during business hours on working days of the
Company up to the date of the ensuing Annual General
Meeting. Any shareholder interested in obtaining a copy
thereof, may write to the Secretarial Team of the Company
in this regard.

BOARD OF DIRECTORS:

As of March 31,2026, the Board of the Company comprised
6 Directors out of which 3 Executive Directors and 3 Non¬
Executive Independent Directors, one of whom is 1 Women
Independent Director. The composition of the Board of
Directors as on March 31,2026, was in due compliance with
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 17, 2025 6. September 02, 2025

2. May 12, 2025 7. November 12, 2025

3. May 27, 2025 8. February 12, 2026

4. August 07, 2025 9. March 30, 2026

5. August 18, 2025

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 16th 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 had appointed
CS Pramod S, (ICSI Membership No: A36020 and COP
13335) Practicing Company Secretary, Bengaluru as
the Secretarial Auditor of the Company, for a period of
five years, commencing from the financial year 2025¬
26 to financial year 2029-30 i.e. from the conclusion
of the 14th Annual General Meeting until the
conclusion of the 19th Annual General Meeting of the
Company to be held in the year 2030.

III. COST AUDITOR:

The Company has duly maintained cost records in
accordance with the provisions of Section 148(1) of
the Companies Act, 2013 ("the Act"). However, the
requirement for appointment of a Cost Auditor was
not applicable to the Company for the financial year
2025-26, pursuant to the provisions of Section 148 of
the Act read with the applicable provisions of the
Companies (Cost Records and Audit) Rules, 2014,
considering that, as at March 31, 2025, the Company
generated revenue only from its unit located in a
Special Economic Zone (SEZ).

During the FY 2025-26, the Company commenced
generation of revenue from its Domestic Tariff Area
(DTA) Unit. Consequently, the provisions relating to
cost audit became applicable to the Company from
the financial year 2026-27. Accordingly, based on the
recommendation of the Audit Committee, the Board of
Directors of the Company has approved the
appointment of M Ashok Kumar, Cost Accountant
(Firm Registration No.102240) as the Cost Auditor of
the Company for the financial year ending March 31,
2027.

Pursuant to the provisions of Section 148(3) of the Act
read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014, as amended from time to time,
the remuneration payable to the Cost Auditor, as
approved by the Board of Directors on the
recommendation of the Audit Committee, is required
to be ratified by the Members at a general meeting.
Accordingly, a resolution seeking ratification by the
Members of the remuneration payable to M Ashok
Kumar, Cost Auditor of the Company for the financial
year 2026-27, has been included in the Notice
convening the 15th Annual General Meeting of the
Company.

IV. INTERNAL AUDITOR:

Mr. Rajagopal A and Co [ICAI FRN 027895S],
Chartered Accountants, was appointed as Internal
Auditors for conducting the internal audit of the
Company for the financial year 2025-26, 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 2026-27, 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, 2026, is enclosed as
Annexure - 4 to this Report.

The Secretarial Audit report of Raneal Advanced Systems
Private Limited, a Material Subsidiary is appended to and
forms part of this Report as Annexure - 4A.

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 has established and maintains adequate
internal control systems and internal financial controls
commensurate with the size, scale, and complexity of its
operations. These controls are designed to provide
reasonable assurance regarding the reliability of financial
reporting, the preparation of financial statements in
accordance with applicable accounting standards, and the
safeguarding of assets.

The Company has implemented well-defined policies,
procedures, and standard operating frameworks to ensure
orderly and efficient conduct of its business, adherence to
applicable laws and regulations, prevention and detection
of frauds and errors, and accuracy and completeness of
accounting records. The internal financial control systems
are periodically reviewed and evaluated for their
effectiveness, and necessary improvements are
undertaken to strengthen the overall control environment.

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. Diwakaraiah Neriga Jagannatheswar resigned as
an Executive Director of the Company with effect from
August 31, 2025.

ii. Mr. Gopinath Vedaprakash was appointed as an
Additional Whole-time Director with effect from

September 01, 2025, and further, he regularized as
Whole-time Director in the 14th (Fourteenth) Annual
General Meeting of the Company held on September
26, 2025.

iii. Dr. Raghavendra Rao Hosakote Shamarao was re¬
appointed as Chairman and Managing Director of the
Company for a second consecutive term of 5 (Five)
years effective from June 28, 2026, to June 28, 2031.

Key Managerial Personnel (KMP)

During the year, Mr. Diwakaraiah Neriga Jagannatheswar
resigned as Chief Financial Officer (CFO) of the Company
with effect from August 31, 2025, and CA Tuppadamane
Subramanya Bhat Prasanna Kumar appointed as Chief
Financial Officer (CFO) of the Company with effect from
September 02, 2025.

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 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
Listing Regulations 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 2025-26, 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:

The Company recognizes its employees as a key driver of
sustainable growth and continues to focus on nurturing a
performance-oriented and inclusive work culture. It strives
to create an engaging and enabling work environment that
supports professional growth, innovation, and collaboration
across all levels of the organization.

The Company has in place robust Human Resource policies
and practices aimed at attracting, developing, and retaining
talent while fostering a strong culture of learning and
capability building. Continuous efforts are made to enhance
employee skills, strengthen leadership pipeline, and align
individual aspirations with organizational goals, thereby
contributing to the overall growth and success of the
Company.

Our dynamic Human Resource system has helped build a
fair and performance-driven culture, where individual goals
are aligned with the Company''s growth objectives. A key
focus has been our succession planning process, which
identifies and develops potential future leaders through
mentorship and exposure to different functions of the
business.

Going forward, the Company remains committed to creating a
work environment that values talent, encourages growth, and
supports long-term sustainable success.

The employee strength of the Company, at the end of
Financial Year i.e., March 31, 2026, was 141.

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 for 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.

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 athttps://dcxindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

A detailed Business Responsibility and Sustainability
Report (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:

The Company remains committed to upholding the highest
standards of Corporate Governance and has established
robust systems and processes to ensure transparency,
accountability, integrity, and ethical conduct in all its
operations. The governance framework of the Company is
designed to protect and enhance stakeholder value through
responsible and sustainable business practices.

The Board of Directors reaffirms its continued commitment
to good corporate governance and ensures compliance
with applicable laws, regulations, and guidelines. The
Company continuously reviews and strengthens its
governance practices in line with evolving regulatory
requirements and industry best practices.

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:

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
performance evaluation of its own functioning, its
Committees, and individual Directors.

The evaluation process was conducted in a structured
manner based on criteria such as the composition and
effectiveness of the Board, quality of deliberations,
strategic guidance, participation in meetings, and the
effectiveness of Board processes and information flow.
The performance of the Committees was assessed by the
Board after considering inputs from Committee members,
with reference to their composition, roles, and effectiveness
in discharging their responsibilities.

In a separate meeting of the Independent Directors, the
performance of the Non-Independent Directors, the Board
as a whole, and the Chairperson were evaluated, taking into
account the views of Executive and Non-Executive
Directors. The Nomination and Remuneration Committee
also reviewed the performance of individual Directors
based on their contribution to Board and Committee
proceedings, level of engagement, and overall
effectiveness.

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

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The Company continues to conduct familiarisation
programmes for its Independent Directors, to enable them
to gain a comprehensive understanding of the Company''s
business, operations, industry dynamics, and regulatory
environment. These programmes also provide insights into
their roles, rights, and responsibilities, in line with the
requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

During the year under review, the Independent Directors
were periodically updated through presentations, meetings,
and detailed notes on business performance, strategic
initiatives, risk management framework, and changes in
relevant laws and regulations. The Company remains
committed to organizing such programmes on an ongoing
basis to ensure that the Board is well-informed and
equipped to discharge its duties effectively.

Details of the familiarisation programmes imparted to the
Directors are available on the Company''s website at:
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 92(3) of the Companies Act, 2013, is available on
the website of the Company
https://dcxindia.com/investors/annual-return/

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. Vikrama Award from Sanatan Foundation to Dr. H S
Raghavendra Rao, Chairman and Managing Director for
setting a benchmark for innovation and excellence in
Defence Industry.

2. Trijala Sangama National Award at National Award
Ceremony 2026 from Advait National Seva Foundation
to Dr. H S Raghavendra Rao, Chairman and Managing
Director for his remarkable achievements and
contributions to the defence industry.

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 T rading) 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 have been no material changes or commitments,
including any penalties or punishments imposed by
regulators or courts, which have occurred between the end
of the financial year March 31, 2026, and the date of this
Report, that would significantly impact the financial
position or the ''going concern'' status of the Company. The
Company continues to maintain its robust compliance
framework to ensure adherence to all statutory and
regulatory requirements.

INSURANCE:

The Company''s properties and assets, including buildings,
plant and machinery, and stocks, are adequately insured
against a wide range of perils including fire, earthquake, flood,
and other business risks. The Company has in place adequate
insurance coverage for all its assets, properties, and potential
risks, in line with prudent business practices and applicable
regulatory requirements. These policies are periodically
reviewed by the management to ensure comprehensive risk
mitigation against unforeseen events, including fire, natural
calamities, theft, and other insurable risks.

The Company continues to assess its risk exposure and
ensures that appropriate insurance covers are maintained
and renewed on a timely basis, in alignment with industry
standards and the scale of operations.

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:

The Board of Directors places on record its sincere
appreciation for the continued support and co-operation
received from all stakeholders, including shareholders,
customers, suppliers, bankers, financial institutions,
regulatory authorities, and business associates during the
year under review. Their trust and confidence in the
Company have been instrumental in its sustained growth
and performance.

The Directors also wish to express their gratitude to the
Central and State Governments and various regulatory
bodies for their guidance and support. Further, the Board
acknowledges with deep appreciation the dedication,
commitment, and valuable contribution of the employees at
all levels, whose efforts continue to drive the Company''s
success.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr. H S Raghavendra Rao Shivakumar R

Chairman & Managing Director Executive Director

DIN: 00379249 DIN: 08678987

Place: Bengaluru
Date: 12.08.2026

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)

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:

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:

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

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)

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

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:

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

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

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