Your Directors have pleasure in presenting their 36^th Annual Report together with the Audited financial statements of the
Company for the Financial Year ended 31^st March, 2025

1. FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :

The summary of your Company's financial performance on standalone basis is given below :

2. PERFORMANCE :

The Company has achieved a significant growth in its operational performance during the financial year ended 31^st
March, 2025. Revenue from operations stood at ' 7,305.96 lakhs, reflecting a robust increase of over 100% as
compared to ' 3,628.53 lakhs in the previous financial year. Notably, the Company reported a net profit of ' 158.57
lakhs during the year, marking a strong turnaround from a net loss of ' 29.95 lakhs in the previous financial year. The
growth was primarily driven by improved demand across key product segments, operational efficiencies, and
expansion in both domestic and export markets. The Company continues to strengthen its position in the chemical
industry by focusing on product diversification, quality enhancement and customer-centric strategies.

3. RESERVES :

The Company has not transferred any amount to reserves during the year.

4. DIVIDEND :

Your directors recommended a dividend of ' 1 (10%) per Equity Share of the nominal value of ' 10.00 each for the year
ended on 31^st March, 2025 to be paid subject to the approval of the members at the ensuing Annual General Meeting.

5. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of ' 10.00 each. The authorized
share capital of the company is ' 350.00 Lacs divided into 35,00,000 equity shares of ' 10.00 each. The paid-up share
capital of the company is ' 302.85 Lacs divided into 30,28,500 equity shares of ' 10.00 each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

7. FUTURE OUTLOOK :

The chemical industry is undergoing significant transformation, driven by advancements in technology, changing
customer demands, and improved operational practices. The Company, being a leading manufacturer of direct dyes
and acid dyes, is well-positioned to benefit from these changes.

Looking ahead, our strategic focus will be on diversifying into new product categories to meet a wider range of
customer needs and explore new market opportunities. This will not only strengthen our market position but also help
us adapt to evolving industry trends.

The Company has successfully stabilized its manufacturing plant located at Plot No. 125, G.I.D.C., Vatva,
Ahmedabad, by implementing modern technologies and improving infrastructure. This has enhanced our production
capabilities and efficiency.

Going forward the Company is committed to:

• Improving operational efficiency and productivity;

• Introducing innovative and value-added products;

• Expanding our presence in domestic and international markets;

• Strengthening customer relationships through quality and service;

• Adopting sustainable practices and complying with environmental norms.

With these steps, the Company aims to regain and sustain growth momentum, while creating long-term value for
stakeholders.

8. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo is given in ANNEXURE -II and forms part of this report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which these financial statements relate on the date of this report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status
and Company's operation in future.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company do not have any subsidiary/associate company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

No loan, guarantee or security has been provided by the Company during the year under review. Details of
Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. MEETING OF BOARD OF DIRECTORS:

During the Financial Year 2024-2025, the Company held 6 (Six) board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI
LODR were adhered to while considering the time gap between two meetings.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the
Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the
weblink: https://www.dvnaind.com/investor-relations.html#left-tab2

15. INSURANCE:

Your Company has adequately insured all its properties including Plant and Machinery, Building and Stocks.

16. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions entered between the Company, Directors,
management or their relatives except for those disclosed in the financial statements.

All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial
year 2024-25 were in the ordinary course of business and on an arm's length basis as disclosed in the financial
statements.

Accordingly, particulars of contracts or arrangements with related parties referred to as disclosed in the financial
statements in Section 188(1) in Form AOC-2 is attached herewith as AnNEXURE-III.

The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and
restrictions contained in the SEBI (LODR) Regulation.

The company has formulated a policy on “Materiality of Related Party transactions and on dealing with Related Party
Transactions'' and the same is on the company's website at https://www.dvnaind.com/investor-relations.html#s1|left-
tab6

The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent
Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Neeraj Shah (DIN: 05112261) retires by rotation at the ensuing Annual General Meeting and being
eligible in terms of Section 164 of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.

Key Managerial Personnel :

As required under Section 203 of the Companies Act, 2013, the Company has

Mr. Neeraj Shah as Managing Director, Mr. Apurva Kamleshbhai Modi as Chairman and Whole-time Director, Mr.
Kalpesh Chandulal Patel as Chief Financial Officer, Ms. Ritu Agarwal as Company Secretary , Mrs. Viraj Darshit Shah
and Aditya Bharat Modi as Independent Directors as on 31^st March, 2025.

Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance
between fixed and incentive pay reflecting short and long-term performance objectives of the employees in line with
the working of the Company and its goals.

Resignations and Appointment/Re-Appointment

Mr. Kedar Choksi was appointed as Independent Director of the company w.e.f. 11^th November, 2024 and resigned
from the Board as on 08^th February, 2025.

Mr. Apurva Kamleshbhai Modi (DIN:07046796) has been reappointed as a Whole Time Director for a period of 5 (Five)
years commencing from 27^th July 2024 to 26^th July 2029 in the Annual General Meeting held on 10^th September, 2024.

Mr. Neeraj Shah (DIN: 05112261) has been reappointed as a Managing Director for a period of 5 (Five) years
commencing from 27^th July 2024 to 26^th July 2029 in the Annual General Meeting held on 10^th September, 2024.

Mr. Aditya Modi (DIN: 10680803), who was appointed as an Additional Non -Executive Independent Director in the
Board meeting held on 19^th July, 2024 was regularised as an Independent Director (Non-Executive) in the Annual
General Meeting held on 10^th September, 2024.

Mr. Harin Mamlatdarna , Wholetime Director and Chairman of the company was resigned from the Board of the
company w.e.f. 19^th July, 2024.

The term of Mr. Jatinbhai Surti and Mr. Pravinchandra Master, Independent directors of the company was ended on
21^st June , 2024. The Board has took note of the same

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under
review. More details on the same are given in the Corporate Governance Report.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Criteria determining the qualifications, positive attributes and independence of Directors.

Independent Directors

• Qualifications of Independent Director.

An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or
more fields of finance, law, management, marketing, administration, corporate governance, operations or
other disciplines related to the Company's business.

• Positive attributes of Independent Directors.

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience,
expertise in any specific area of business, integrity, level of independence from the Board and the Company
etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications &
experience, expertise in any area of business, association with the Company etc. He / She should also devote
sufficient time to his/her professional obligations for informed and balanced decision making; and assist the
Company in implementing the best corporate governance practices.

• Independence of Independent Directors.

An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and
SEBI (LODR)Regulations, 2015 and give declaration to the Board of Directors for the same every year.

Other Directors and Senior Management

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and
experience of the person for appointment as Director or at senior management level and recommend to the Board for
his / her appointment. The Company shall not appoint or continue the employment of any person as Whole-time
Director or Senior Management

Personnel if the evaluation of his / her performance is not satisfactory. Other details are disclosed in the Corporate
Governance Report under the head Nomination and Remuneration

Committee and details of Remuneration (Managing Director / Whole Time Director(s) and

Remuneration Policy:

This Nomination and Remuneration Policy (“Policy”) provides the framework and key guiding principles to be followed
in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior
management personnel. This Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, KMP 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.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons
and create competitive advantage. The said Policy is available on the website of the Company.

Managerial Remuneration and Employees :

Managerial Remuneration and Employees Details required pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 are enclosed separate as an Annexure IV.

There were no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

20. INDEPENDENT DIRECTORS’ DECLARATION:

The Company has received the necessary declaration from each Independent Director, in accordance with Section
149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of
Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Board of Directors confirms that in their opinion, the independent directors fulfill all the conditions specified in 149(6) of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are
independent of the management.

The Company has also received a certificate from Mr. Chintan K. Patel a company secretary in practice that none of
the directors on the board of the company have been debarred or disqualified from being appointed or continuing as
directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Familiarization Programme for Independent Directors:

The Company has an ongoing programme where Directors in the course of meetings of the Board of Directors give
information about developments and amendments in legal and regulatory areas which include mandatory disclosures
and fair disclosures stated under SEBI (LODR) Regulations, 2015 (herein referred to as “Listing Regulation”),
Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them to effectively discharge their
roles, rights and responsibilities in the Company.

The Company has uploaded the details of the above on the website of the company i.e.www.dynaind.com.

21. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its committees.

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in
the “Report on Corporate Governance”, a part of this Annual Report.

22. AUDITORS:

A. Statutory Auditors

M/s. G. K. CHOKSI & Co., Chartered Accountants (Firm registration number 101895W) are the statutory auditors of
the Company. They are appointed for a period of five years, from the conclusion of 34^th AGM till the conclusion of the
39^th AGM (AGM of financial year 2027-28).

The Report given by the Auditors on the financial statement's year ended 31^st March 2025 of the Company is part of the
Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not
call for any further comments.

The Auditors' Report to the members for the financial year under review does not contain any qualification, reservation
or adverse remark or disclaimer.

B. Secretarial Auditors

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors as recommended by Audit Committee and subject to
members approval at this AGM, recommended appointment of Mr. Chintan K. Patel Practicing Company Secretary
(C.P No. 11959), as Secretarial Auditors of Company for the term of 5 (five) consecutive years from 1^st April, 2025 to
31^st March, 2030.

Secretarial Audit Report for the financial year ended 31^st March, 2025 issued by Mr. Chintan K. Patel Practicing
Company Secretary in Form MR-3 forms part to this report - as Annexure V. The said report does not contain any
observation or qualification requiring explanation or adverse remark.

23. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The
internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of
business operations. The Company has appointed M/s. VKJD & Associates, Chartered Accountant vide (FRN
128985W) as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors
formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors
carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in
the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit
their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit
committee, process owners undertake necessary actions in their respective areas. The internal auditors have
expressed that the internal control system in the Company is robust and effective. The Board has also put in place
requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are
adequate and operating effectively.

24. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place.
Senior management periodically reviews this risk management framework to keep updated and address emerging
challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of
various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The
management is however, of the view that none of the above risks may threaten the existence of the Company as
robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case
any of these risks materialize.

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY :

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil
Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner
as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or
violation of the Company's code of conduct.

The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than
sitting fees payable to them.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility are not applicable to Company as the company was not fall within
the prescribed limits given under section 135 of the companies Act, 2013. Hence, The Company is not required to
constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (‘Act') and Rules made thereunder, your Company has assigned the responsibilities to Sexual Harassment
Committee. During the year, no complaint with allegations of sexual harassment was filed against the Company.

28. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in
the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Company has also adopted a Policy and Procedure for Inquiry in Case
of Leak of Unpublished Price Sensitive Information. The Board is responsible for implementation of the Code. All
Board Directors and the designated employees have confirmed compliance with the Code.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the
best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
state that-

i. In the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) had been followed
along with proper explanation relating to material departures;

ii. 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 31^st March, 2025 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

v. 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.

vi. 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.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALISIS:

As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual
Report as ANNEXURE VI AND ANNEXURE -I respectively.

31. SECRETARIAL STANDARDS:

The Company has also complied with all the mandatory Secretarial Standards issued by The ICSI (Institute of
Company Secretaries of India).

32. CHANGE IN BUSINESS:

No changes have been made in nature of business carried out by company during the Financial Year 2024-25.

33. REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud
committed in the company by its officers or employees to the Audit Committees and/or Board under the section
143(12) of the Act.

34. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

35. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and
significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your directors
also sincerely thank all the stakeholders, customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance, co-operation and support.

For and on behalf of the Board
Dynamic Industries Limited

-Sd/-

Place : Ahmedabad NEERAJ SHAH

Date : 01/08/2025 Managing Director

DIN : 05112261