Your Directors are pleased to present the 13^th Annual Report of DRC Systems India Limited ("the Company" or "DRC"), along with the
Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2025 is summarized in the table below:

(^ in Lakhs)

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
AS ON MARCH 31, 2025

Your company is an IT services, consulting and business
solutions organisation that has been partnering with many
of the world's largest businesses in their transformation
journeys for over 13 years. Our consulting-led, cognitive
powered, portfolio of business, technology and engineering
services and solutions is delivered through our delivery
model, recognized as a benchmark of excellence in
software development. Your company operates across three
countries, serving clients globally majorly across with a team
of 216 employees as on March 31, 2025. Your Company is
CMMI Level-3 accredited Company, listed on the BSE (BSE:
543268) and the NSE (NSE: DRCSYSTEMS) in India. With
competent teams of developers, project managers, and
strategists, we help our customers overcome their business
challenges with customized software development. Our
services and solutions help businesses scale the market.
Our customer base is spread across geographies and
majorly to Europe, USA, Middle East and Asia.

On a standalone basis, gross revenues increased to Rs.
4,238.99 Lakhs, against Rs. 3,587.96 Lakhs in the previous
year, an increase of 18.1%. The Company has achieved
Profit for the year at Rs. 425.82 Lakhs against Rs. 234.25
Lakhs in the previous year , marking an increase of 81.8%.
On a consolidated basis, the revenue from operations stood
at Rs. 6,537.7 Lakhs, reflecting a 37% year-on-year growth.
The annual growth was driven by the successful acquisition
of new projects across domestic and international markets,
along with higher revenue contributions from existing clients
through expanded service engagements. The Company
reported a Profit Before Tax (PBT) of Rs. 1,686.5 Lakhs,
registering a robust year-on-year growth of 36%. EBITDA
for the year rose to Rs. 2,120.9 Lakhs, up from Rs. 1,492.5
Lakhs in the previous year — a 42% increase. Net profit for
FY 2024-25 grew from Rs. 1,165.4 Lakhs to Rs. 1,507.5
Lakhs, reflecting a strong 29 % year-on-year growth.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for
the Financial Year 2024-25 are prepared in compliance with
applicable provisions of the Companies Act, 2013 ("Act")
read with the Rules made thereunder, applicable Accounting
Standards and the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as the "Listing Regulations"). The Consolidated
Financial Statements have been prepared on the basis of
audited financial statements of your Company, its subsidiary
and Associate company, as approved by their respective
Board of Directors.

The Consolidated Financial Statements together with the
Auditors' Report form part of this Annual Report.

4. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to
general reserve.

5. DIVIDEND

In order to conserve resources for business expansion, your
Directors do not recommend any dividend for the Financial
Year 2024-25.

6. CHANGE IN THE NATURE OF BUSINESS

Basic nature of business of the Company remains same and
there is no change in business.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments
affecting the financial position of your Company between
the end of the Financial Year and date of this report.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

Pursuant to Section 129 (3) of the Act read with rules
framed thereunder, pursuant to Regulation 33 of the Listing
Regulations and Ind - AS 110 issued by the Institute of
Chartered Accountants of India, Consolidated Financial
Statements presented by the Company include the financial
statements of its subsidiaries and associates.

A separate statement containing the salient features of the
financial performance of the subsidiaries and associates for
the Financial Year 2024-25 in the prescribed form AOC - 1
is annexed to the Board's Report as Annexure - A and forms
a part of this report. The Audited Consolidated financial
statements together with Auditors' Report, forms an integral
part of the Annual Report.

The Policy for determining material subsidiaries is available
on the Company's website i.e. https:/www.drcsystems.
com/policies . In terms of provisions of Section 136 of Act,
separate audited accounts of the subsidiary Companies
shall be available on website of the Company at www.
drcsystems.com.

After the closure of Financial Year 2024-25, the following
changes have taken place in subsidiary:

Your Company has acquired 50.02% stake in Inexture
Solutions Limited, a Company formed and registered in
India, accordingly it became a Subsidiary Company w.e.f.
August 12, 2025.

9. CHANGE IN SHARE CAPITAL

During the Financial Year under review, the total Issued
and Paid-Up Equity Share Capital of the Company has been
increased from Rs. 1,324.65 Lakhs to Rs.1,336.94 Lakhs
pursuant to the allotment of 12,28,400 Equity Shares.

During the Financial Year 2024-25, after obtaining necessary
approvals, the Company has issued and allotted,

i. 2,27,900 Equity Shares of Re. 1/- each on October 01,

2024, to the eligible employees of the Company under
DRC Employee Stock Option Plan 2021-22. After the
issue, the Equity Share Capital of the Company stood at
Rs. 1,326.93 Lakhs.

ii. 10,00,500 Equity Shares of Re. 1/- each on March 20,

2025, to the eligible employees of the Company under
DRC Employee Stock Option Plan 2021-22. After the
issue, the Equity Share Capital of the Company stood at
Rs. 1,336.94 Lakhs.

Consequently, the issued, subscribed and paid up Equity
Share Capital as on March 31, 2025 was Rs. 13,36,94,330
divided into 13,36,94,330 Equity Shares of Re. 1/- each.

10. DEPOSITS

During the year, the Company has not accepted Deposits
from the public falling within the ambit of Section 73 of
the Companies Act, 2013 ("Act") read with Companies
(Acceptance of Deposits) Rules, 2014 made under Chapter
V of the Act and any other provision of the Act, read with
rules made there under. As on March 31, 2025, there were
no deposits lying unpaid or unclaimed.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, the Annual Return is available on the
website of the Company at https:/www.drcsystems.com/
investor-relation/financials-reports/

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to Section 149, 152 and other applicable
provisions of the Act and the Articles of Association of the
Company, Mr. Janmaya Preyas Pandya (DIN: 09019756), is
liable to retire by rotation and being eligible offers himself
for re-appointment. As the re-appointment of Director is
appropriate and in the best interest of the Company, the
Board recommends the re-appointment of the director for
your approval.

Mr. Keyur Jagdishchandra Shah (DIN: 03111182), the
Independent Director of the Company was appointed
for a period of five years on December 05, 2020.

His first term of five years as an Independent Director of the
Company is due to expire on December 04, 2025. The Board,
on the recommendation of Nomination and Remuneration
Committee at its meeting held on August 26, 2025, after
taking into account the performance evaluation of his first
term and considering the business acumen, knowledge,
experience, skills and contribution, have re-appointed
him as Independent Director for a second term of five (5)
years upto December 04, 2030, subject to the approval of
Members at the ensuing AGM. In the opinion of the Board,
he possesses requisite expertise, integrity and experience
(including proficiency) for appointment as an Independent
Director of the Company.

Mr. Jigar Pradipchandra Shah (DIN: 08174430), the
Independent Director of the Company was appointed for a
period of five years on December 05, 2020. His first term
of five years as an Independent Director of the Company
is due to expire on December 04, 2025. The Board, on
the recommendation of Nomination and Remuneration
Committee at its meeting held on August 26, 2025, after
taking into account the performance evaluation of his first
term and considering the business acumen, knowledge,
experience, skills and contribution, have re-appointed
him as Independent Director for a second term of five (5)
years upto December 04, 2030, subject to the approval of
Members at the ensuing AGM. In the opinion of the Board,
he possesses requisite expertise, integrity and experience
(including proficiency) for appointment as an Independent
Director of the Company.

Ms. Dipti Abhijeet Chitale (DIN: 08991506), the Independent
Director of the Company was appointed for a period of five
years on December 10, 2020. Her first term of five years as
an Independent Director of the Company is due to expire on
December 09, 2025. The Board, on the recommendation of
Nomination and Remuneration Committee at its meeting
held on August 26, 2025, after taking into account the
performance evaluation of her first term and considering
the business acumen, knowledge, experience, skills and
contribution, have re-appointed her as Independent Director
for a second term of five (5) years upto December 09,
2030, subject to the approval of Members at the ensuing
AGM. In the opinion of the Board, she possesses requisite
expertise, integrity and experience (including proficiency)
for appointment as an Independent Director of the Company.

The terms and conditions of appointment of Independent
Directors are as per Schedule IV of the Act and Listing
Regulations, and available on Company's website www.
drcsystems.com.

Brief details of the Director(s) proposed to be appointed as
required under Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is provided in the Notice of the AGM.

Mr. Roopkishan Sohanlal Dave (DIN: 02800417) has
resigned as an Independent Director of the Company with
effect from November 29, 2024 due to his personal reasons.
The Board places on record its deep appreciation for his
valuable contribution and guidance provided during his
tenure on the Board.

During the year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees and reimbursement
of expenses, if any.

Mr. Hiten Ashwin Barchha, Managing Director, Mr.
Janmaya Preyas Pandya, Chief Financial Officer and Mr.
Jainam Ashvinkumar Shah, Company Secretary are the
Key Managerial Personnel of your Company in accordance
with the provisions of Sections 2(51), 203 of the Act read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the time being in
force). During the year, there was no change (appointment
or cessation) in the office of KMPs.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet with the criteria of independence as prescribed under
Section 149(6) of the Act and under Listing Regulations.
They have registered their names in the Independent
Directors data-bank. They have also affirmed compliance
to the Conduct for Independent Directors as prescribed
in Schedule IV of the Act. In the opinion of the Board, the
Independent Directors of the Company fulfil the conditions
specified under the Act and Listing Regulations and are
independent of the management.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures;

ii. they have 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;

iii. they have 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;

iv. they have prepared the annual accounts on a going
concern basis;

v. they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

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

15. FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken
during the year have been provided in the Corporate
Governance Report which forms part of this Annual Report.

The policy on Familiarization programme for Independent
Directors as approved by the Board is uploaded on the
Company's Website at https:/'www.drcsystems.com/

policies/.

16. BOARD MEETINGS HELD DURING THE YEAR

The Board met 6 (Six) times during the Financial Year
2024-25. The meeting details are provided in the Corporate
governance report that forms part of this Annual Report.
The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act, 2013
and Listing Regulations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVEST¬
MENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014
as on March 31, 2025, are given in the Notes to the Financial
Statements, which forms a part of this Annual Report.

18. PARTICULARS OF RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties as defined under
Section 2(76) of the Companies Act, 2013 and Regulation
23 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, ("Listing Regulations") during the Financial Year
under review were on an arm's length basis and were in the
ordinary course of business. Prior omnibus approval was
obtained on a yearly basis for the transactions which were
of a foreseeable and repetitive nature and the same were

further executed on arm's length basis and in the ordinary
course of business. Further, a statement giving details of all
Transactions executed with Related Parties is placed before
the Board of Directors on a quarterly basis for its approval/
ratification as the case may be. All the transactions entered
with related parties were in compliance with the applicable
provisions of the Act read with the relevant rules made
thereunder and the Listing Regulations.

During the year under review, all contracts/ arrangements/
transactions entered into by the Company with related
parties were in the ordinary course of business and on arm's
length basis and contracts/arrangements/transactions
which were material, were entered into with related parties
in accordance with the policy of the Company on Materiality
of Related Party Transactions.

Details of contracts/arrangements/transactions with related
party which are required to be reported in Form AOC-2 in
terms of Section 134(3)(h) read with Section 188 of the
Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 are provided in Annexure - B to this
report.

Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed half yearly report on Related Party
Transactions with the stock exchanges. However, you may
refer to Related Party Transactions in Note no. 24 of the
Standalone Financial Statements.

The Policy on Related Party Transactions as approved by
the Board is uploaded on the Company's Website at https:/'
www.drcsystems.com/policies.

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

The disclosures to be made under Section 134(3) (m) of the
Act read with rule 8 (3) of the Companies (Accounts) Rules,
2014 by the Company are as under:

i. Conservation of Energy

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce
its energy consumption through business operations of
the Company which are not energy intensive. Some of the
measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy
efficient.

2. Regular monitoring of temperature inside the office
premises and controlling the Air Conditioning system.

3. Analysing energy flows and balances to identify energy
waste and inefficiencies.

4. PACs are deployed in shifts and groups to improve
efficiency and life of equipment's.

5. Rationalisation of usage of electricity.

6. Planned preventive maintenance.

ii. Technology Absorption

The Company by itself operates into the dynamic information
technology space. The Company has adequate Member in
Technology development functions and keep updating the
changes in technology.

IT team constantly monitor and optimise usage of proprietary
software within Company. They optimise cost by replacing
proprietary software by open source wherever possible.

iii. Foreign Exchange earnings and outgo

During the year under review, details of foreign exchange
earnings and outgo are as given below:

in Lakhs)

20. NOMINATION & REMUNERATION POLICY OF THE
COMPANY

The Company has formulated and adopted the Nomination
and Remuneration Policy in accordance with the provisions
of Act read with the Rules issued thereunder and the Listing
Regulations.

This Policy is available on the website of the Company i.e.
https:/www. drcsystems. com/policies.

We affirm that the remuneration paid to the Directors is
as per the terms laid out in the Remuneration Policy of the
Company.

21. BOARD EVALUATION

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination
& Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and
individual Directors, including Independent Directors. The
annual performance evaluation of the Board, its Committees
and each Director has been carried out for the Financial Year
2024-25 in accordance with the framework.

The annual performance evaluation of the Board, the
Chairman, Committees and each Director has been carried
out in accordance with the framework. The summary of
the evaluation reports was presented to the respective
Committees and the Board. The Directors had given positive
feedback on the overall functioning of the Committees and
the Board. The suggestions made by the Directors in the
evaluation process have been suitably incorporated in the
processes. The details of evaluation process of the Board, its
Committees and individual Directors, including Independent
Directors have been provided under the Corporate
Governance Report which forms part of this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year
under review, as stipulated under the Listing Regulations, is
presented in a separate section, forming part of this Annual
Report.

23. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with a
certificate from the Practicing Company Secretaries on its
compliance forms part of this Report as Annexure - C.

24. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of
Directors as per the provision of the Listing Regulations
and the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this report.

25. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as
required under Section 197 (12) of the Act read with Rule
5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure
- D which forms part of this report.

The statement containing particulars of employees as
required under Section 197 (12) of the Act read with Rule 5 (2)
and 5 (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, will be provided upon
request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars
which is available for inspection by the Members at the
Registered Office of the Company during business hours on
working days of the Company. If any Member is interested
in obtaining a copy thereof, such Member may write to the
Company at ir@drcsystems.com in this regard.

26. DETAILS OF EMPLOYEE STOCK OPTION PLAN (ESOP)

DRC Employee Stock Option Plan 2021-22 ("the Scheme") is
administered under the instructions and supervision of the
Nomination and Remuneration Committee ("NRC").

The Scheme is implemented in accordance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 ('SEBI SBEBSE Regulations') with a view to attracting
and retaining the best talent, encouraging employees to
align individual performances with Company objectives and
promoting increased participation by them in the growth
of the Company. The applicable disclosures as stipulated
under SEBI SBEBSE Regulations with regard to Employees
Stock Option Plan of the Company are available on the
website of the Company at https:/www.drcsystems.com/.

During the year ended March 31, 2025, there has been no
material change in the Company's existing plan and the plan
is in compliance with SEBI SBEBSE Regulations.

The Company has received a certificate from the Secretarial
Auditors of the Company that the Scheme is implemented
in accordance with the SEBI SBEBSE Regulations. A copy of
the certificate would be available at the AGM for inspection
by Members.

27. HUMAN RESOURCE

Our employees are our key strength, which has led us
to achieve the results and various milestones in our
organization's journey. The Company believes that attracting,
developing and retaining talent is crucial to organizational
success. The Company has several initiatives and programs
to ensure employees experience a holistic and fulfilling
career in the IT sector.

Keeping employees informed, connected and engaged
has always been crucial to our people strategy. We remain
focused on building trust through a culture of openness,
conversations and opportunities to speak up. We grew
stronger as a team by supporting each other wholeheartedly
throughout the F.Y. 2024-25. Employees, their talent
and capabilities are our greatest asset, our competitive
advantage. In a highly competitive environment, our
formidable talent pool becomes our key differentiator.

With a focus on digitalization, we are also implementing
several robust HR practices and processes to enhance
employee experience, engagement and enablement to
deliver exemplary results. Some of the initiatives include
structured talent management process, employee
engagement surveys to check employee pulse, performance
management system and so on.

28. ENHANCING SHAREHOLDERS VALUE

Your Company is committed to creating and returning value
to shareholders. Accordingly, your Company is dedicated
to achieving high levels of operating performance, cost
competitiveness, enhancing the productive asset and
resource base and striving for excellence in all areas of
operations.

Your Company strongly believes that its success in the
marketplace and good reputation are among the primary
determinants of shareholder value. Its close relationship
with customers and a deep understanding of their
challenges and expectations drive the development of new
products and services. Anticipating customer requirements
early and being able to address them effectively requires a
strong commercial backbone. Your Company continues to
develop this strength by institutionalizing sound commercial
processes and building world-class commercial capabilities
across its marketing and sales teams. Your Company uses
an innovative approach in the development of its services,
as well as execution of growth opportunities.

Your Company is also committed to creating value for all
its stakeholders by ensuring that its corporate actions
positively impact the economic, societal and environmental
dimensions of the triple bottom line.

29. AUDITORS AND AUDITORS' REPORT
i. STATUTORY AUDITORS:

M/s Rajpara Associates, Chartered Accountants, (Firm
Registration No. 113428W) were re-appointed as the
Statutory Auditors of the Company at the 10^th AGM of the
Members of the Company held on June 29, 2022, for a
period of five (5) years to hold office till the conclusion of
the 15^th AGM.

The Company has received written consent(s) and
certificate(s) of eligibility in accordance with Sections 139,
141 and other applicable provisions of the Act and Rules
issued thereunder (including any statutory modification
(s) or re-enactment(s) for the time being in force), from
M/s Rajpara Associates, Chartered Accountants, (Firm
Registration No. 113428W).

Statutory Auditors' Report

During the period under review, no incident of frauds was
reported by the Statutory Auditors pursuant to Section 143
(12) of the Act. The Auditors' Report is enclosed with the
financial statements forming a part of this Annual Report.

ii. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board had appointed
Mr. Jitendra Leeya, Practicing Company Secretary, (Peer
reviewed certificate number: 2089/2022) to undertake the
Secretarial Audit of the Company for FY 2024-25.

Further, pursuant to amended Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and based on the recommendation of
the Audit Committee, the Board of Directors has appointed
Mr. Jitendra Leeya, Practicing Company Secretary, (peer
reviewed certificate number: 2089/2022) as the Secretarial
Auditor of the Company for a period of 5 (five) consecutive
years from the conclusion of the 13^th Annual General Meeting
(AGM) until the conclusion of the 18^th AGM of the Company,
subject to the approval of Members. The Secretarial Auditor
shall conduct the Secretarial Audit for the financial years
ending March 31,2026 to March 31, 2030.

Mr. Jitendra Leeya, Practicing Company Secretary, has
confirmed that he is not disqualified to be appointed as a
Secretarial Auditor and is eligible to hold office as Secretarial
Auditor of the Company.

Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as
required under Section 204(1) of the Act from Mr. Jitendra
Leeya, Practicing Company Secretary. The said Report is
attached with this Report as Annexure - E.

There are no remarks / qualification in the Secretarial Audit
Report, hence no explanation has been offered.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility (CSR) Committee and has framed a CSR
Policy. The brief details of CSR Committee are provided in
the Corporate Governance Report which forms part of this
report.

The Annual Report on CSR activities is annexed to this
Report as Annexure - F.

The CSR policy is available on your Company's website
https:/www. drcsystems. com/policies.

31. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism
and adopted a Whistle Blower Policy in accordance
with provisions of the Companies Act, 2013 and Listing
Regulations, to provide a formal mechanism to the Directors
and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee.
It is affirmed that no personnel of the Company have been
denied access to the Audit Committee. The policy of vigil
mechanism ("Whistle Blower Policy") is available on the
Company's website at https:/www.drcsystems.com/
policies.

32. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls forms an integrated part of
the risk management process, addressing financial and
financial reporting risks. Assurance on the effectiveness of
internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by
functional experts as well as testing of the internal financial
control systems by the auditors during the course of their
audits. The internal financial controls have been documented,
digitized and embedded in the business processes. We
believe that these systems provide reasonable assurance
that our internal financial controls are designed effectively
and are operating as intended. Detailed information on the
same has been included under the Management Discussion
& Analysis report forming part of this Annual Report.

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

The Company has in place a Policy on Prevention of
Sexual Harassment in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received
regarding sexual harassment. All employees are covered
under the policy. During the Financial Year under review,
no complaint has been received by the Company. The
Company is committed to provide a safe and conducive
work environment to all its employees and associates.

The Company has in place an effective mechanism for
dealing with complaints relating to sexual harassment at
workplace. The details relating to the number of complaints
received and disposed of during the Financial Year 2024-25
are as under:

The Policy for prevention of Sexual Harassment is available
on the Company's website at https:/'www.drcsystems.com/
policies .

34. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct
applicable to the Board of Directors and Senior Management.
All the Board Member and Senior Management personnel
have affirmed compliance with the code of conduct. The
Code of Conduct of Board of Directors is also available
on the Company's website https:/'www.drcsystems.com/
policies.

35. LISTING

The Equity Shares of the Company are listed on National
Stock Exchange of India Limited ("NSE") and BSE Limited
("BSE") having nation-wide trading terminals. Annual Listing
Fee for the Financial Year 2025-26 has been paid to NSE and
BSE.

36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of your Company and its operations in future.

37. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

There are no amounts that are due to be transferred to
Investor Education and Protection Fund by the Company.

38. OTHER DISCLOSURES

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2);

• The Managing Director of the Company has not received any remuneration or commission from any of Company's subsidiary.

• The Audit Committee comprises namely of Mr. Jigar Pradipchandra Shah (Chairman), Mr. Keyur Jagdishchandra Shah, and
Mr. Hiten Ashwin Barchha (Members). During the year under review, all the recommendations made by the Audit Committee
were accepted by the Board;

• Interested Directors were recused from the discussion of the agenda items, in which they were interested, of the Board or
Committee meetings held during the year.

• The Company has not issued Equity Shares with differential rights as to dividend voting or otherwise;

• The Company has not issued any Sweat Equity Shares to its Directors or Employees.

• No application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, hence, the
requirement to disclose the details is not applicable.

• There was no instance where your Company required the Valuation for one-time settlement or while taking the loan from the
Bank or Financial institutions.

• The company has complied the provisions pertaining to Maternity Benefits Act, 1961 during the FY 2024-25.

• The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013 are not applicable to the business activities carried out by the Company.

39. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the committed services by every member of the DRC family whose contribution

was significant to the growth and success of the Company.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers,

vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors,

consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

For and on behalf of Board of Directors

Place: Gandhinagar Keyur Shah

Date: August 26, 2025 Chairman

DIN:03111182