Your Directors have pleasure in presenting the Forty Ninth Annual Report of M/s Dynavision Limited along with the audited financial statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Audited financial statements (both Standalone and Consolidated) for the year ended 31^st March 2024, and the report of the Auditors thereon are being circulated with this report.

The salient features of the financial results are as follows

(Rs. in lakhs)

PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIRS Standalone Performance

Your Company during the year earned a sum of Rs.3,987.78 Lakhs as against Rs.877.81 Lakhs of the previous year. The net profit for the year has been Rs.738.11 lakhs as compared to Rs.525.51 Lakhs of the previous year.

Consolidated Performance

The total consolidated income for the year ended 31^st March 2024 is Rs.1,234.20 Lakhs as against Rs.865.88 Lakhs of the previous year and the Consolidated net profit is Rs. Rs.645.63 Lakhs as against Rs.494.27 Lakhs in the previous year.

STATE OF AFFAIRS OF THE COMPANY

Your Company has commenced business of EPC Contractor for building solar energy generating plants by executing its first project for its subsidiary M/s. Dynavision Green Solutions Limited. The project was completed, and generation of power from this unit has begun from November 2023.

The earning of your Company for the year represents earnings from lease rent as well as from execution of EPC contract

Further, your Company is also exploring the opportunities in the field of manufacturing of health care products. As a initial step, your Company has appointed IPSOS Research Private Limited for identifying the product and its market research. IPSOS Research Private Limited is in the process of carrying out the study.

The Company is also exploring expansion opportunities in the field of Solar Power generation through its subsidiary or otherwise.

SHARE CAPITAL

The paid up equity share capital of your company as on 31^st March 2024 was Rs.3,84,00,000/- No additions or alterations to the capital were made during the financial year 2023-24.

DIVIDEND

The Board of Directors did not recommend any dividend to the Shareholders for the financial year ended 31^st March 2024 in order to conserve the resources for future projects and expansion of the company.

TRANSFER OF PROFIT TO RESERVES

Your Company has not proposed to transfer any of its profits to General Reserves.

LISTING OF SHARES

The Shares of your Company are listed at the Bombay Stock Exchange having Scrip Code: 517238 and ISIN: INE083E01010

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and events occurred during the financial year ended 31st March 2024, except the following:-

1. Resignation of Mr. M S Meeramohideen, as Whole-time Director with effect from 7^th August, 2023

2. Appointment of Mr. Harshad Reddy as Non-executive Director of the Company with effect from 7^th August, 2023

3. Appointment of Mr. K. Skandan as Additional Director designated as Independent Director of the Company on 13th February 2024 with effect from 1st April, 2024. His appointment was further regularised in the Postal Ballot by way of remote e-voting dated 18th May 2024 by passing of special resolution.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There are no fresh loan, or investment given or made by the Company under Section 186 of the Companies Act, 2013 during the financial year 2023-2024. However, the Company has given financial guarantee to Subsidiary Company Dynavision Green Solution Limited.

As required under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is enclosed as Annexure -I.

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

CONSERVATION OF ENERGY

Your company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimised. No additional proposals/ investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption etc. is not applicable.

TECHNOLOGY ABSORPTION

Your company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

Appointment:

• Mr. Suleelal V (DIN: 10711642), was appointed as a Additional Director designated as Managing Director of the Company effective from 8th August, 2024 subject to the approval of the shareholders. (brief note on Mr. Suleelal's profile is mentioned as Annexure I to the Notice convening the 49th Annual General Meeting forming part to this annual report.)

In the opinion of the Board, he has strong operational, personal and good understanding of business challenges. The Board recommends his appointment to the shareholders.

None of the Directors or Key Managerial Personnel are interested in his appointment.

• Ms. S. Swetha (DIN: 10744093) was appointed as an Additional Director designated as Independent Director of the Company effective from 20thAugust, 2024 subject to the approval of the shareholders. (brief note on Ms. S. Swetha profile is mentioned as Annexure I to the Notice convening the 49th Annual General Meeting forming part to this annual report.)

In the opinion of the Board she possesses required skills, knowledge, and experience in the fields of Compliance, Corporate Governance, legal and General Management. The Board recommends her appointment to the shareholders.

None of the Directors or Key Managerial Personnel are interested in her appointment.

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013 (“the Act”), Mr. A. Sudheer Reddy (DIN: 07184171) retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment, he offers himself for re-appointment and shall continue till his term as the Non-Executive Non -Independent Director. Brief profile of Mr. A. Sudheer Reddy is given in the Annexure I to the Notice of forthcoming Annual General Meeting of the Company.

APPOINTMENT AND RESIGNATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL Directors

1. Mr. M S Meeramohideen - Whole time Director (resigned with effect from 7th August 2023)

2. Mr. Harshad Reddy - Non-executive Director (appointed with effect from 7^th August, 2023)

3. Mr. K. Skandan - Independent Director (appointed on 13th February 2024 with effect from 1st April, 2024)

3. Mr. R.P Agrawal - Whole Time Director (Resigned on 8th August 2024 with effect from 30th September 2024)

4. Mrs. Lakshmi Subramanian - Independent Director ( Resigned on 8th August 2024 with immediate effect)

5. Mr. V. Suleelal, Additional Director designated as Manging Director (appointed with effect from 8th August 2024)

6. Ms. S. Swetha, Additional Director designated as Independent Director (appointed with effect from 20th August 2024)

Key Managerial Personnel

The Key Managerial Personnel of the company are:-

1. Mr. R.P Agrawal CFO - (Resigned from the position of CFO with effect from 9th August 2024)

2. Mrs. V. Jayashree - Company Secretary and Compliance Officer (resigned with effect from 11th May 2024)

3. Mrs. Rubavathy C - Company Secretary and Compliance Officer (appointed with effect from 11th May 2024)

4. Mr. Aditya J Krishna, CFO (appointed with effect from 10th August 2024)

Independent Directors' Declaration

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations 2015 in respect of financial year ended 31st March 2024, which has been relied on by the Company and placed at the Board Meeting and was taken on record.

AUDITORS

M/s. R.Subramanian and Company LLP, chartered accountants (Firm Registration No.004137s/ S200041) were re-appointed as Statutory Auditors of the Company at the 47^th Annual General Meeting held on 22^nd September, 2022, for a further period of Five years till the conclusion of the 52^nd Annual General Meeting to be held in the year 2027.

The Board has taken note of it and M/s. R.Subramanian and Company LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There were no qualifications, reservations, remarks or disclaimers made by M/s. R. Subramanian and Company LLP, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Mrs. Srividhya Narasimhan, Practicing Company Secretary (Membership No.34428/ CP 14058) was appointed as the Secretarial Auditor to conduct secretarial audit for the financial year 2024-25.

The Secretarial Audit report 2023-2024 as received from the Secretarial Auditor is annexed to this report as Annexure II

COMMENT ON SECRETARIAL AUDIT REPORT

There is no adverse opinion from the Secretarial Auditor on the secretarial compliances during the year under review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

INTERNAL AUDITORS

M/s Karra & Company Chartered Accountant (Firm Registration No. FRN001749s.) were appointed as Internal Auditors of the Company since 2017. They regularly conduct and submitted their quarterly audit reports, which were reviewed by the Audit Committee and Board members.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The Internal Auditor also reported in their IFC report that the Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

COST AUDITOR

The provisions of Appointment of Cost Auditor pursuant to the Companies Act 2013 are not applicable and hence no Cost Auditor has been appointed by the company during the financial year.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The CSR Committee of the Company has approved a CSR policy which is available on the Website of the Company at www.dvnavision.in. The Annual report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure III to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2024, the Company has only one Subsidiary Company namely Dynavision Green Solutions Limited

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Listing Regulations, your Company had prepared Consolidated Financial Statements of the Company and its Subsidiary which forms part of the Annual Report.

The Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company. Further, annual accounts of the Subsidiary Companies have also been placed on the website of your Company.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to the Board's report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the year ended 2024.

DETAILS OF MATERIAL SUBSIDIARY

The details of material subsidiary are as under:

RELATED PARTY TRANSACTIONS

The particulars of transaction made with related parties pursuant to Section 188 of the Companies Act, 2013 are set out in Note 33 of financial statements forming part of this Annual Report and the disclosure of the same in prescribed format - Form AOC-2 is annexed hereto as Annexure V and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.dynavision.in.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2024 is available on the Company's website at www.dynavision.in

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this Report as Annexure VI. The information of employees as per Rule 5(2) is available on the website of the Company at www.dynavision.in.

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available on the Company website www.dvnavision.

in

PREVENTION OF SEXUAL HARRASMENT POLICY

The company has in place Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The said policy is also placed on the website of the Company viz. www.dynavision.in

The Company has constituted Internal Complaint Committee as per the aforesaid Act. The details of the Committee members as on 31^st March 2024 are given below:

1. Mrs. Lakshmmi Subramanian

2. Mrs. Srividhya Narasimhan

3. Mr. R P Agrawal

4. Mr. N Govindan (tenure completion on 31^st March 2024)

Your directors state that during the year under review the Committee met on 13^th February 2024 and observed that there were no complaints filed pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition and Redressal) Act 2013.

BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 disclosure on Board Diversity is not applicable.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013, your company has established a Vigil Mechanism policy of directors and employees to report concerns about unethical behaviours, actual or suspect fraud, violations of code of conduct of the company etc. The mechanism also provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access by the Whistle Blower of the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The Vigil Mechanism policy is also available on the company's website www.dynavision.in.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director and other matters provided under Section 178 of the Act are covered under the Board's policy formulated by the company and is available on the company website www.dynavision.in.

DEPOSITS FROM PUBLIC

Your company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

Since your Company's paid up Equity capital, and net worth is less than Rs.10 (ten) Crores and Rs.25 (twenty five) Crores respectively, the provisions of revised Regulation 15(2) of SEBI (LODR) Regulations 2015, relating to Corporate Governance, are not applicable to the Company.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2024-25 to the Bombay Stock Exchange where the company is listed.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will remain closed with effect from 20^th September, 2024 to 26^th September, 2024 (both days inclusive).

NUMBER OF MEETINGS OF THE BOARD

4 (Four) Meetings of the Board of Directors of the Company were held during the year 2023-24, which were on 20^th May, 2023, 07^th August, 2023, 10^th November, 2023, and 13^th February, 2024. The maximum time gap between any two consecutive meetings did not exceed 120 days. The attendances of the Directors in the Board meetings are as under:

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholder's Relationship committee and Corporate Social Responsibility Committee. The manner in which the evaluation has been carried out is explained below:-

A) EVALUATION OF NON- INDEPENDENT DIRECTORS BY INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 13^th February 2024, inter alia to:

I. Review the performance of non-independent directors and the Board as a whole

II. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

B) EVALUATION OF INDEPENDENT DIRECTORS BY NON- INDEPENDENT DIRECTORS'

During the year under review, the Directors (other than Independent Directors) met on 13th February

2024, inter alia to:

i. Review the performance of the independent directors of the company, considering the views of executive directors and non-executive directors.

ii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD COMPOSITION

As on 31^st March 2024, the Board is well constituted with composition of one executive, two non-executive

non-independent director and four non-executive independent directors in the meeting.

The Board of Directors Constitution as on 20th August 2024 is as below

COMMITTEES OF THE BOARD:

With a view to have more focused attention on various business aspects and better accountability the Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee.

• Corporate Social Responsibility Committee

The Board's Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.

Audit Committee

As on 31^st March 2024, the Audit Committee Pursuent to Section 177(8), comprises of 2 Non-executive Independent Directors and 1 Executive Directors. The Committee was chaired by a Non-executive Independent Director, Shri. N Govindan with requisite qualification. In the opinion of the Board of Directors, all the members of Audit Committee are financially literate and also have accounting or related financial management experience.

The composition of the Audit Committee and particulars of meetings attended by the members of Audit Committee as on 31^st March 2024 are given below:

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee.

During the year ended on 31^st March, 2024, Four meetings of the Audit Committee were held on 20^th May 2023, 7^th August 2023, 10^th November, 2023, 13^th February, 2024.

The Chairman of the Audit Committee has the accounting and related financial management expertise.

Statutory Auditors, Internal Auditors and Company Secretary has also attended the Audit Committee meetings when invited by the Committee.

The Audit Committee reviewed the quarterly half yearly and annual financial statements of the company before submission to the Board of Directors. The Committee also reviewed Internal Audit Reports, related party transactions etc. from time to time. It has also taken on record the appointment of Statutory Auditors, Internal Auditors and recommended to the Board the remuneration to be paid to them.

The role of Audit Committee and terms of reference specified by the Board to the Audit Committee are wide enough to cover the mandatory items, as required, under regulation 18 of SEBI (LODR) 2015.

• Review of the company's financial reporting process, the financial statements and financial/ risk management policies

• Review quarterly, half yearly and annual financial accounts of the company and discuss with Auditors

• To meet and review with External and Internal Auditors the internal control systems and to ensure their compliance

• To review matters as required under SEBI (LODR) 2015.

• To investigate matters referred to it by the Board

The Audit Committee was reconstituted with effect from 20th August 2024 as below

NOMINATION AND REMUNERATION COMMITTEE

As per Section 178 of Companies Act, 2013 The Board of Directors shall constitute the Nomination and Remuneration Committee (NRC) consisting of three or more non-executive directors out of which not less than one-half shall be independent directors and the chairperson of the company (whether executive or nonexecutive) may be appointed as a member of the NRC but shall not chair such Committee.

As on 31st March 2024 the composition of the NRC and particulars of meetings attended by the members are given below:

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee

During the year ended on 31^st March 2024, Three meetings of the Nomination & Remuneration Committee were held on 7^th August 2023, 9^th November 2023, and 13^th February 2024.

Nomination and Remuneration policy

The NRC shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

The NRC shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The NRC shall, while formulating the policy ensure that—

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors to run the company successfully

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

The Nomination and Remuneration Committee was reconstituted with effect from 20th August 2024 as below

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee (SRC) cohesively supports the Company and its Board in maintaining strong and long-lasting relations with its stakeholders at large. The SRC majorly ensures and oversees the prompt resolution of the grievances of security holders; the implementation of ways to enhance shareholder experience; assessment of performance of Registrar & Transfer Agent; monitoring of shareholding movements etc.

As on 31^st March 2024, the details of SRC composition and meetings are as under:-

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee.

During the year ended 31^st March 2024, Thirty Two meetings of the Stakeholder Relationship Committee were held on 03^rd April, 2023, 07^th April, 2023, 10^th April, 2023, 18^th April, 2023, 24^th April, 2023, 24^th April,

2023, 28^th April, 2023, 12^th May, 2023, 19^th May, 2023, 28^th June, 2023, 03^rd July, 2023, 17^th July, 2023, 24^th July, 2023, 27^th July, 2023, 14^th August, 2023, 17^th July, 2023, 31^st August, 2023, 8^th September, 2023, 20^th September, 2023, 29^th September, 2023, 4^th October, 2023, 11^th October, 2023, 20^th October, 2023, 27^th October, 2023, 6^th November, 2023, 14^th November, 2023, 21^st November, 2023, 4^th December, 2023, 11^th December, 2023, 26^th December, 2023, 5^th January, 2024, 10^th January, 2024, 25^th January, 2024, 5^th February, 2024, 12^th February, 2024, 22^nd February, 2024, 29^th February, 2024, 19^th March, 2024, 22^nd March,

2024, 29^th March, 2024.

As part of the Board's annual evaluation of its effectiveness and that of its committees, as described earlier in the report, the SRC assessed its own effectiveness.

The members of the SRC agreed that its overall performance had been effective during the year. The Board accepted all the recommendations made by the Committee in Financial Year 2023-24.

The Stakeholders Relationship Committee was reconstituted with effect from 20th August 2024 as below

CORPORATE SOCIAL RESPONSIBILITY COMMITTEEE

The major responsibility of Corporate Social Responsibility Committee (CSR) is as follows:

• Formulate and recommend the CSR Policy to the Board for approval. The Committee shall indicate the projects to be undertaken by the Company as specified in Schedule VII;

• Monitor the Policy from time to time and recommend changes to the Board;

• Recommend the amount of expenditure to be incurred on CSR projects.

As on 31^st March 2024 the CSR Committee composition and meeting are as under:-

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee.

During the year ended on 31^st March 2024, One meeting of the CSR Committee were held on 07^th August 2023.

The Corporate Social Responsibility Committee was reconstituted with effect from 20th August 2024 as below

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 13^th February 2024 without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.dvnavision.in.

POLICIES

The company has the following policies which are applicable as per the Companies Act 2013 and SEBI (LODR) Regulations, which are placed on the website of the company.

i) Code of conduct for Directors and Senior Management

ii) Whistle Blower Policy/ Vigil Mechanism

iii) Policy of Directors' Appointment and remuneration

iv) Policy on determining materiality of events

v) Policy on documents preservation and archival

vi) Terms of appointment of independent directors

vii) Nomination & Remuneration policy

viii) Policy on related party transactions

ix) Policy on sexual harassment of women at work place (prevention, prohibition and redressal) Act 2013

x) Corporate Social Responsibility Policy

xi) Policy on material subsidiaries

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Detailed policy on Code of Conduct in pursuance to SEBI (Prohibition of Insiders Trading) Regulations 2015 as amended, is available in the company website www.dynavision.in

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the company hold all their shares in demat form. Notices in pursuance to circular No SEBI/ LAd/nRO/GN/2018/24 of SEBI and MCA were sent to all shareholders holding physical shares in regular intervals by the Registrar and Share Transfer Agents.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable :

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: 1 Shareholder holding 200 Shares

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: 1 Shareholder

(c) number of shareholders to whom shares were transferred from suspense account during the year: 1 Shareholder

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 4 Shareholders holding 400 Shares

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: 4 Shareholders holding 400 Shares

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they 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 or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity

to convey their thanks to all the valued shareholders of the Company and to the Bankers for their valuable services and the support extended to the Company.

For and on behalf of the Board of Directors R.P.AGRAWAL A. SUDHEER REDDY

Whole time Director Director

DIN:05253615 DIN:07184171

Place: Chennai Date: 20^th August, 2024