Dynacons Systems & Solutions Ltd. — Proxy Solicitation & Information Statement 2025

Oct 6, 2025

October 06, 2025

To,	To,
The Manager(Listing)	The Manager(Listing)
BSE Ltd.	National Stock Exchange of India Ltd.
25" Floor, Phiroze Jeejeebhoy Towers,	Exchange Plaza,5*" Floor,
Dalal Street, Fort,	Plot No. C/1, G Block,
Mumbai-400001	Bandra Kurla Complex, Bandra(E),
Symbol: DSSL	Mumbai-400051
	Security code: 532365

Dear Sir,

Subject- Postal Ballot Notice — Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

We wish to inform you that in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") including any statutory modification(s) and re-enactment(s) thereof for the time being in force, Ministry of Corporate Affairs ("MCA") General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 05, 2022,11/2022 dated December 28, 2022, 09/23 dated September 25, 2023, 09/2024 dated September 19,2024, and 03/2025 dated September 22, 2025, respectively (collectively referred to as "MCA Circulars") and pursuant to other applicable laws and regulations, the Company is conducting a Postal Ballot (through Remote E-voting Process only) for obtaining approval of Members of the Company for the following matters as mentioned in the Postal Ballot Notice dated September 27, 2025;

• ¢ Appointment of Mrs. Falguni Shah (DIN: 00635202), as Non-Executive, Independent Director for a term of five years w.e.f. September 27, 2025
• ¢ Remuneration of Cost Auditor

The postal ballot notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register

+91-22-66889900 | @) www.dynacons.com | Ka sales@dynacons.com | 1860-123-4444

of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, September 12, 2025 ("Cut-off date").

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-voting facility to its Members. The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, October 08, 2025 and ends at 5.00 p.m. (IST) on Thursday, November 06, 2025. The evoting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date. Communication of assent or dissent of the Members would only take place through the remote e-voting system

Members who have not registered their email addresses with the Company can register the same by sending email to the Bigshare Services Private Limited, Registrar and Transfer Agent (RTA) of the Company on info@bigshareonline.com.

This Postal Ballot Notice will also be available on the Company's' website https://www.dynacons.com/POSTAL%20BALLOT%20NOTICE%202025-2026.pdf and on the website of NSDL www.evoting.nsdl.com.

Kindly acknowledge receipt and take the above on record.

Thanking You,

Yours Truly,

For Dynacons Systems & Solutions Limited Pooja Patwa Company Secretary & Compliance Officer Encl.: Copy of postal ballot notice Pooja Girish Patwa Digitally signed by Pooja Girish Patwa Date: 2025.10.06 16:51:42 +05'30'

DYNACONS SYSTEMS & SOLUTIONS LIMITED

CIN No: L72200MH1995PLC0931 30 Registered Office : 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle (WV), Mumbai - 400 056. Tel : 022-66889900 E-mail : investor@dynacons.com, Website : www.dynacons.com

POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Members,

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (the "Act"), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (the "Management Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standards as applicable to General Meetings issued by The Institute of Company Secretaries of India ("SS-2") including any statutory modification(s) or re-enactment(s) thereof for the time being in force, General Circular No.09/2024 dated September 19, 2024 and General Circular No. 3/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs("MCA'), Government of India, and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by the Securities and Exchange Board of India, hereinafter collectively referred to as the ("Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution appended below is proposed to be passed by the members of the Company (as on the Cut-off Date (as defined below)) ("Members"), through postal ballot (the "Postal Ballot') only by way of remote e-voting ("e-voting") process.

An explanatory statement pursuant to Section 102 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, as amended pertaining to the said resolution setting out the material facts and the reasons thereof is annexed to, and forms a part of this postal ballot notice (the "Postal Ballot Notice" or "Notice").

As required by Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one Marathi daily newspaper circulating in Mumbai (in vernacular language, i.e., Marathi).

Special Business

1. Appointment of Mrs. Falguni Shah (Din: 00635202) as an Independent Director

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT Mrs. Falguni Shah (DIN: 00635202), who was appointed as an Additional Director (Non-Executive Independent) of the Company, with effect from September 27, 2025, by the Board of Directors, based on the recommendation of the Nomination & Remuneration Committee in terms of Section 161 of the Companies Act, 2013 ("Act") read with the Articles of Association of the Company, who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('Act') read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, ('Rules') (including any statutory modification(s) or re-enactments(s) thereof for the time being in force), Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), as amended from time to time, the appointment of Mrs. Falguni Shah (DIN: 00635202), who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years commencing from September 27, 2025 up to September 26, 2030 (both days inclusive), be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee thereof) and company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this Resolution."

Remuneration of Cost Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and based on the recommendation of the Audit Committee and the approval of the Board of Directors, the Company hereby ratifies remuneration of Rs. 1,50,000/- per annum (Rupees One Lakh Fifty Thousand only) plus applicable taxes and reimbursement of travel and out of pocket expenses, to be paid to M/s. Rajaram Madhav Walavalkar & Co, Cost Accountants (Firm Registration No. 003584), appointed as the Cost Auditors of the Company by the Board of Directors to conduct the audit of the cost records of the Company for the Financial Year ending on March 31, 2025 and Financial Year ending on March 31, 2026 respectively.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary or expedient to give effect to this resolution."

By Order of the Board of Directors For Dynacons Systems & Solutions Ltd.

Shirish M. Anjaria Parag J. Dalal Chairman cum Executive Director Managing Director DIN No: 00409894 DIN No: 00444104

Date : September 27, 2025 Place : Mumbai CIN Registered Office 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle (W), Mumbai — 400 056 No : L72200MH1995PLC093130

Notes:

• 1. The explanatory statement pursuant to Section 102 of the Act stating all material facts and the reasons for the proposals set out in resolution no. 1 and 2 is annexed herewith.
• The Postal Ballot Notice is being sent to the shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, September 12, 2025. Aperson who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. Members who have registered their email IDs for receipt of documents in electronic form under the Green Initiative of the Ministry of Corporate Affairs are being sent this Postal Ballot Notice by e-mail to their email addresses registered with their Depository Participants / the Company's RTA. In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "LODR Regulations') and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.
• Members may please note that the Postal Ballot Notice will also be available on the Company's website at httos://www.dynacons.com , websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange Of India Limited at www.nseindia.com. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited, Bharat Tin Works Building, 1st Floor, Opp. Vasant Oasis, Makwana Road, Marol, Andheri — East, Mumbai — 400059.
• The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting, i.e., November 06, 2025. Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.

• The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, September 12, 2025. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

• In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the shareholders to exercise their votes electronically only on the resolutions through the e-voting service facility arranged by NSDL. The instructions for e-voting are provided as part of this Postal Ballot Notice.

• Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section "General information and instructions relating to e-voting" in this Postal Ballot Notice. Shareholders are requested to cast their vote through the e-voting process not later than 17:00 Hours IST on Thursday, November 06, 2025, to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.
• The Board of Directors of the Company at their meeting held on September 27, 2025, have appointed Mr. Hemant Shetye, Practicing Company Secretary, (Mem No. F2827 COP No. 1483), having office at 206, 2nd Floor, Tantia & Jogani Industrial Estate, J.R. Boricha Marg, Opposite Lodha Excelus, Lower Parel (East), Mumbai 400011, as the Scrutinizer for conducting the remote e-voting process in a fair and transparent manner.
• The Scrutinizer will submit his report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or any Director of the Company duly authorized, on or before November 10, 2025 and will also be displayed on the website of the Company (www.dynacons.com), besides being communicated to the Stock Exchange viz. BSE Limited, National Stock Exchange of India Limited, Depositories and Registrar and Share Transfer Agent.
• 1. The last date of the E-voting shall be the date on which the resolutions shall be deemed to have been passed, if approved by the requisite majority.
• 1. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to investor@dynacons.com.

Voting through electronic means:

• |. In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations), and the Circulars issued by the Ministry of Corporate Affairs and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 the Company is providing facility of remote e-Voting to its Members. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system will be provided by NSDL.
• ll. The remote e-voting period commences on Wednesday, October 08, 2025 (9:00 a.m. IST) and ends on Thursday, November 06, 2025 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, September 12, 2025 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.
• Ill. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
• IV. The details of the process and manner for remote e-voting are explained herein below:

How do | vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ = evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices. nsdi.com either on a Personal Computer or on a mobile. On the e-Services home Owner" icon page click on the "Beneficial under "Login" which under is available 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	IDeAS e-Services, If you not registered for option to register is available are at IDeAS https://eservices.nsdl.com. Select "Register Online Portal' click for or at httos://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp
	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
	Shareholders/Members can also download NSDL Mobile App "NSDL Speede'" facility by scanning the QR code mentioned below for seamless voting experience.
	NSDL Mobile App is available on é App Store PB Google Play
Individual Shareholders holding securities in demat mode with CDSL	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL & New System Myeasi Tab and then website www.cdslindia.com and click on login icon user your existing my easi username & password.
	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
	If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Type of shareholders	Login Method
Individual Shareholders	credentials of your demat account through You can using your also login the login
(holding securities in	Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in,
demat mode) login	you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to
through their depository	NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
participants	feature. Click on company name or e-Voting service provider i.e. NSDL and you will be
	redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting
	period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no, 1800-21 -09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Avww.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
• Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner holding shares of i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
a)	For example if your DP ID is IN300 and Client ID is 12*** then your user
demat account with NSDL.	ID is INSOO12***,
For Members who hold shares in	16 Digit Beneficiary ID
b)	For example if your Beneficiary ID is 12** then your user ID is
demat account with CDSL.	41 DEREEREREREEERE
Members shares holding For c) in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001 ***

• Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) Ifyour email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for

NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?'(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdi.com.
• c) Ifyou are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• Now you are ready for e-Voting as the Voting page opens.
• RON NO Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• Upon confirmation, the message "Vote cast successfully" will be displayed.
• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail at hs@hspnassociates.in with a copy marked to evoting@nsdl.com Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor@dynacons.com.
• In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (investor@dynacons.com). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.
• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Explanatory statement pursuant to Sections 102(1) and 110 of the Companies Act, 2013

Item No. 1

Based on the recommendation of the Nomination and remuneration committee, the Board of Directors approved the appointment of Mrs. Falguni H. Shah (DIN: 00635202) as an Additional Director, designated as Non- Executive, Independent Director, not liable to retire by rotation, for a term of five consecutive years with effect from September 27, 2025, pursuant to the provisions of Section 149, 152 and 161(1) of the Act read with the Articles of Association of the Company subject to approval of members through Special Resolution. In accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable provisions of the Listing Regulations, appointment of Independent Directors requires approval of members of the Company.

In terms of Regulation 17(1C) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company is required to obtain the approval of Members for appointment of a director at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier.

Mrs. Falguni H. Shah (DIN: 00635202) is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has also received declaration from Mrs. Falguni H. Shah (DIN: 00635202) that she meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the Listing Regulations. The Company has also received notice under Section 160 of the Act from a shareholder proposing the candidature of Mrs. Falguni H. Shah (DIN: 00635202) for the office of a Director of the Company. Mrs. Falguni has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Rules, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Mrs. Falguni H. Shah (DIN: 00635202) fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations. Mrs. Falguni H. Shah (DIN: 00635202) is independent of the management and possesses appropriate skills, experience and knowledge. Ms. Falguni H. Shah (DIN: 00635202) is a qualified Chartered Accountant with extensive professional experience. She possesses in-depth knowledge and practical expertise in the fields of Accounting, Auditing, Corporate Advisory, and Corporate Tax Planning. Her experience includes conducting Statutory Audits for nationalized bank branches and listed companies, reflecting her strong understanding of regulatory compliance and financial reporting standards.

In view of these, appointment of Mrs. Falguni H. Shah (DIN: 00635202) as an Independent Director is in the interest of the Company. Details of Mrs. Falguni H. Shah (DIN: 00635202), pursuant to the provisions of (i) the Listing Regulations; and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India, are provided in the "Annexure" to the Notice. She shall be paid sitting fees for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings.

The resolution seeks the approval of members for the appointment of Mrs. Falguni H. Shah (DIN: 00635202) as an Independent Director of the Company for a term of 5 (Five) consecutive years effective from September 27, 2025 to September 26, 2030 (both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder including any statutory modification(s) or re-enactment(s) thereof) and she shall not be liable to retire by rotation.

In compliance with Section 149 read with Schedule IV to the Act and Regulation 25 of the LODR Regulations, the approval of the Members is sought for the appointment of Mrs. Falguni H. Shah as an Independent Director of the Company, as a special resolution.

The Board recommends the resolution at item No. 1 for approval by member.

None of the Directors, Key Managerial Personnel and their relatives are concerned or interested in item No. 1 of the Notice except Mrs. Falguni H. Shah (DIN: 00635202).

Item No. 2

Pursuant to Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records for applicable products of the Company. On the recommendation of the Audit Committee, at its meeting held on September 27, 2025, the Board considered and approved the appointment of M/s. Rajaram Madhav Walavalkar & Co. (Firm Registration no. 003584), Cost Accountants, for the Financial Year 2024-25, as M/s. Sarvottam Rege & Associates, Cost Accountants (Firm Registration No. 104190) have tendered their resignation as the Cost Auditor of the Company for the Financial Year 2024-25, since, Mr. Rege will be taking up other professional assignments, due to which he will not be in a position to continue as the Cost Auditor of the Company for the Financial Year 2024-2025.

On the recommendation of the Audit Committee, at its meeting held on September 27, 2025, the Board considered and approved the appointment, M/s. Rajaram Madhav Walavalkar & Co. (Firm Registration no. 003584) as Cost Auditors of the Company for the Financial Year 2025-2026

Further, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. The Board on recommendation of Audit Committee have approved a remuneration of Rs. 1,50,000/- per annum plus applicable taxes and reimbursement of out-of-pocket expenses to M/s. Rajaram Madhav Walavalkar & Co., Cost Accountants (Firm Registration No. 003584) for conducting the Cost Audit for the financial year 2024-25 and 2025-26 respectively.

Accordingly, the consent of the members is sought to ratify the remuneration payable to the Cost Auditor for the Financial Year 2024-25 and Financial Year 2025-26.

Further, the Company has received their eligibility and consent to act as cost auditors.

The Board recommends the Ordinary Resolution set out at Item No.2 of the Notice for the approval of the Members.

None of the Directors and Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise in the Resolution set out at Item No. 2 of the Notice.

Details of Directors appointment/re-appointment/retiring by rotation, as required to be provided pursuant to the provisions of (i) Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India and approved by the Central Government are provided herein below:

Particulars	Details
Name of Director	Mrs. Falguni H. Shah
Director Identification Number (DIN)	00635202
Date of Birth	16.11.1966
Date of First Appointment on the Board	27.09.2025
Experience in functional Area	Mrs. FalguniH. Shah (DIN: 00635202) isa qualified Chartered Accountant with extensive professional experience. She possesses knowledge and expertise in-depth practical Corporate Advisory, in the fields of Accounting, Auditing, experience Corporate and Planning. includes Tax Her conducting Statutory Audits for nationalized bank branches and listed companies, reflecting her strong understanding of regulatory compliance and financial reporting standards
Qualification	Chartered Accountant(CA)
Directorship in other Companies (Public Limited Companies)	1 (One) - Rishiroop Limited
Membership of Committees of other public limited companies (Audit Committee and Shareholder's/Investor's Grievance Committee only)	Member of Audit Committee and Shareholder's/Investor's Grievance Committee in Rishiroop Limited
Details of Listed Entities from which the person has retired Nil in past three years
No. of Shares held in the Company	Nil
The number of Meetings of the Board attended during the year	Not Applicable
Remuneration Proposed	Not Applicable
Remuneration Paid	Not Applicable
Disclosure of relationship with other Directors, Manager and other Key Managerial Personnel of the Company	There are no inter-se relationships between the Directors mentioned above, and Manager and other Key Managerial Personnel of the Company.
Terms and conditions of appointment/re-appointment along with details of remuneration sought to be paid	As mentioned in the explanatory statement annexed to the Notice

By Order of the Board of Directors For Dynacons Systems & Solutions Ltd.

Shirish M. Anjaria Chairman cum Managing Director DIN No: 00444104

Parag J. Dalal Executive Director DIN No: 00409894

Date : September 27, 2025

Place : Mumbai Registered Office 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle (W), Mumbai — 400 056 CIN No : L72200MH1995PLC093130

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