DCX Systems Ltd

To,

The Members,

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.

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.

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.

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.

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

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

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.

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

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/-.

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.

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.

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.

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

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.

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.

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

6 Directors out of which 2 Executive Directors, 1 Non- Executive 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.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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

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

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.

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

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.

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.

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.