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DYNEMIC PRODUCTS LTD.

21 October 2026 | 03:31

Industry >> Dyes & Pigments

Select Another Company

ISIN No INE256H01015 BSE Code / NSE Code 532707 / DYNPRO Book Value (Rs.) 201.37 Face Value 10.00
Bookclosure 11/09/2026 52Week High 324 EPS 16.05 P/E 14.90
Market Cap. 297.08 Cr. 52Week Low 191 P/BV / Div Yield (%) 1.19 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 36th Annual Report together with the audited Statement of Accounts of the Company for the year
ended March 31, 2026.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

Year ended 31st
March'26

Year ended 31st
March'25

Year ended 31st
March'26

Year ended 31st
March'25

Revenue from Operations

37171

36086

37178

36090

Other Operating Income

671

656

686

662

Total Income from Operations (net)

37842

36742

37864

36752

Other Income

42

43

42

43

Total Income

37884

36785

37906

36795

Profit before Interest, Depreciation & Amortization and
Tax Expenses

5296

4828

5265

4830

Finance Cost

927

1139

927

1139

Depreciation & Amortization

1660

1643

1660

1643

Profit Before Tax

2709

2046

2678

2048

Provision for Current Tax

467

0

481

1

Provision for Deferred Tax

212

547

202

546

Total Tax

679

547

683

548

Profit after Tax

2030

1499

1995

1500

Other Comprehensive Income

-2

9

-2

9

Total Comprehensive Income / (Expenses)

2028

1508

1993

1509

DIVIDEND

Your Directors are pleased to recommend dividend of 15% i.e. Rs. 1.50 each on 12428387 equity shares of Rs. 10/- each, for your final approval. The
total outflow on dividend will be Rs. 1,86,42,580.50

During the year, unclaimed dividend amount of Rs. 1,43,124.00 pertaining to financial year 2017-18 were transferred to Investor Education & Protec¬
tion Fund (IEPF) established by the Central Government, while Unclaimed Dividend relating to Financial Year 2018-19 will be transferred in November
2026.

AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The Board of Directors has decided not to transfer any amount to any General reserves.

COMPANY'S OPERATIONS

Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis
as annexed to the Boards' Report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are set out in
Annexure A to this Report.

CHANGE IN NATURE OF BUSINESS

The Company has not changed its nature of Business during the year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds to Dynemic Foundation. The contributions
in this regard has been made to the registered trust which is undertaking these scheme.

The Annual Report on CSR activities is annexed herewith as : Annexure B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the in¬
vestments made by company is given in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to requirement of the Companies Act, 2013, Shri Rameshbhai B. Patel shall retire at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment. The details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting has
been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act,
each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned
under Section 149(6) of the Act and SEBI Regulations.

Ms. Rashmi Aahuja due to her pre-occupancy resigned on 12.06.2025 as an independent director. The Board of Directors of the Company appointed
Ms. Avani Patel as Independent Director of the Company for a term of 3 (three) years with effect from August 13, 2025 to August 12, 2028 (both
days inclusive) subject to approval of shareholders in General Meeting. The shareholders in their annual general meeting held on 22.09.2025 has
confirmed appointment of Ms. Avani Patel as Independent Director for the period of three years.

Nomination and Remuneration Policy

Company's Policy on Directors, KMP and other employees as per Section 134(3) of Companies Act, 2013 is given in Corporate Governance Section
forming part of Annual Report.

Meetings

The Board of Directors duly met 4 (Four) times respectively on 30.05.2025, 13.08.2025, 20.11.2025 and 13.02.2026 in respect of which meetings
proper notices were given and the proceedings were properly recorded and signed.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF
THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent directors so appointed/
re-appointed hold highest standards of integrity and possess necessary expertise and experience.

INSURANCE

All movable and immovable properties as owned by the Company continued to be adequately insured against risks.

Directors and Officers Liability Insurance Policy : The Company has a Directors and Officers Liability Insurance Policy which protects Directors and
Officers of the Company for any breach of fiduciary duty.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and also has constituted Internal Complaints Committee (ICC). All employees (permanent, contractu¬
al, temporary, trainees) are covered under this policy. The company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year.

• No. of complaints filed during the financial year - NIL

• No. of complaints disposed off during the financial year - Not Applicable

• Number of complaints pending as on end of the financial year - NIL
DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013 it is hereby confirmed that :

• in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been
followed and that there are no material departures;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were
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 / loss of the Company for the year under review;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

• the Directors have prepared the accounts for the financial year ended March 31, 2026 on a going concern basis;

• 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;

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

RELATED PARTY TRANSACTIONS

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts
or arrangements with related parties referred to in sub-section (1) of section 188 entered into by the Company during the Financial Year 2025-26 are
disclosed in Form AOC-2. All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm's length basis. The requisite approvals of the Audit Committee, Board of Directors and Members, wherever
required, were obtained prior to entering into such transactions. Further, details of related party transactions as per Ind AS-24 are disclosed in Note
No. 38 to the Standalone Financial Statements which form part of this Annual Report. The policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website https://www.dynemic.com/colours/pdf/Related%20Party%20Transaction%20Policy.pdf

Disclosure of transactions with promoter / promoter group holding 10% or more shareholding. (in Lacs)

Name of Promoter

Transaction Type

Amount

Shri Bhagwandas K. Patel

Number of shares - 1303541 (10.49%)

Remuneration

182.44

Dividend

0.00

Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since

March 31, 2026. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

AUDITORS :-(A) STATUTORY AUDITOR :-

M/s B. K. Patel & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on
September 29, 2022 for a term of five consecutive years. The Companies (Amendment) Act, 2017 has waived the requirement for ratification
of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the
Statutory Auditors

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report.

(B) SECRETARIAL AUDITOR:-

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Person¬
nel) Rules, 2014 the company has appointed M/s. Ashok P. Pathak & Company, Company Secretary in practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C" for the financial year ended on March 31, 2026. The
Secretarial Audit Report contains observations.

The explanation on comments / observation(s) in the Secretarial Audit Report are as under -

(a) The Company intimated to Stock Exchanges on 04.11.2025 regarding Board Meeting to be held on 13.11.2025 for adoption of Unaudited
Financial Results for the half year ended on 30.09.2025. But the meeting could not be held due to ongoing search operations by Income
Tax Department at various premises of the Company from 12.11.2025. The Company on 17.11.2025 intimated to the Stock Exchanges
regarding conclusion of search on 16.11.2025 and also intimated for Board Meeting to be conducted on 20.11.2025 for adoption of Unau¬
dited Financial Results for half year ended on 30.09.2025.

(b) The Company has submitted Annual Secretarial Compliance Report in pdf format to BSE on 30.05.2025, there is no separate provision for
submission of pdf in NSE and due to technical issue faced in uploading XBRL file on the website of both the Stock Exchanges XBRL file was
submitted on 31.05.2025 in both the exchanges after the resolution of query received from BSE Ltd.

(c) The Company has published an advertisement in the newspaper on 21.11.2025 for financial results approved in Board Meeting dated
20.11.2025 for the quarter / half year ended on 30.09.2025 within time. The Company has already provided QR Code separately to the
publishing agency but inadvertently they forget to insert Quick Response code in the advertisement published.

(d) (i) & (ii) Company has finalized the list of shares to be transferred to IEPF in time, but both the depositories and RTA delayed the matter

and as such the transfer of shares were delayed. The notices and advertisements under Rule 6(3)(a) of the IEPF (Accounting, Audit,
Transfer and Refund) Rules, 2016 were delayed accordingly.

(C) COST AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost
Audit records maintained by the Company are required to be audited by a qualified Cost Accountant.

Your Directors have on the recommendation of the Audit Committee, appointed M/s Anuj Aggarwal & Co., Cost Accountants (Firm Registra¬
tion number 102409) to audit the cost accounts of the Company for the Financial Year 2026-27. As required under the Act, the remuneration
payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification.

A Resolution seeking ratification of remuneration payable to M/s Anuj Aggarwal & Co, Cost Accountants is included in the Notice convening
the Annual General Meeting.

ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on March 31, 2026 is hosted on the website of the
Company at https://www.dynemic.com/colours/pdf/Draft%20Annual%20Return%202025-26.pdf

RISK MANAGEMENT :

In compliance with the provisions of Regulation 21 of SEBI LODR Regulations, the Board of Directors has constituted a Risk Management Committee.
The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

At present the company has not identified any element of risk which may threaten the existence of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report,
is appended to this report as Annexure E.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance practices followed by the Company, together with a certificate from Practicing Company Secretary con¬
firming compliance forms an integral part of this Report, as per SEBI Regulations.

PARTICULARS OF EMPLOYEES

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(Q) READ WITH RULE 5(2) & 5(3) OF COMPANIES (APPOINTMENT & RE¬
MUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. Employed throughout the financial year - Rule 5(2)(i) & 5(2)(ii)

Sr.

No.

Name

Designation

Remuneration
Received (^ in
Lakhs)

Qualification
& Experience

Age (Years)

Date of Com¬
mencement of
Employment

Last Em¬
ployment
Held

% of Equity
Shares held

Whether
Relative of
Director/KMP

1

Shri Mukesh
B. Patel

Manager, Ex¬
ports

56.97

B.E.(Mechni-
cal), P.G. Dipl
in Intl Trade

49

01.01.2003

0.97

Yes, relative of
Shri Bhagwan-
das K. Patel and
Shri Dixit B. Pa¬
tel, Directors

DEPOSITS

The Company has not accepted any deposits during the year under report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company for the Financial Year 2025-26 are prepared in compliance with the applicable provisions of
the Act, Accounting Standards and Regulations as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial State¬
ments along with all relevant documents and the Auditor's Report thereon form part of this Annual Report. The Financial Statements as stated above
are also available on the website www.dynemic.com of the Company.

SUBSIDIARY AND ASSOCIATE COMPANY

A report on the performance and financial position of subsidiary and associate company as per Companies Act, 2013 is provided in Annexure -D.
INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part
of this report.

Vigil Mechanism and Whistle Blower Policy

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Company's
code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website of the Company. During the year under review, no
employee was denied access to the Audit Committee. https://www.dynemic.com/colours/pdf/Revised%20Whistle%20Blower%20Policy.pdf

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization.
Since your Company is not in Top 1,000 Companies by Market Cap hence the said report is not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under
review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of
section 134(3)(ca) of the Act are required to be disclosed.

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

During the year under review there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not applicable

DETAILS OF COMPLIANCE TO THE PROVISINS RELATING TO THE MATERNITY BENEFITS ACT, 1961

During the year under review there was no application received claiming Maternity Benefits.

GENERAL

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's opera¬
tions in future.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors
and General Meetings.

ACKNOWLEDGEMENT

The Board wishes to express appreciation and place on record its gratitude for the faith reposed in and co-operation extended to the Company by all
customers, vendors, investors, bankers, insurance companies, consultants and advisors of the Company. Your Directors place on record their appre¬
ciation of the dedicated and sincere services rendered by the employees of the company.

For and on Behalf of the Board of DirectorsAhmedabad Bhagwandas K. Patel Dixitbhai B. Patel

August 13, 2026 Managing Director Jt. Managing Director

DIN :00045845 DIN : 00045883