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

Mar 10, 2025

March 10, 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, and 09/2024 dated September 19,2024, 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) for obtaining approval of Members of the Company for the following matters as mentioned in the Postal Ballot Notice dated March 04, 2025;

¢ Appointment of Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), as Non-Executive, Independent Director for a term of Five years w.e.f. March 05, 2025;

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 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, February 28, 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, March 12, 2025 and ends at 5.00 p.m. (IST) on Thursday, April 10, 2025. The e-voting 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.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 & Pooja Girish Patwa Digitally signed by Pooja Girish Patwa Date: 2025.03.10 15:02:52 +05'30'

Compliance Officer Encl.: Copy of postal ballot notice

Oo DYNACONS SYSTEMS & SOLUTIONS LIMITED

CIN No: L72200MH1995PLC0931 30 Registered Office : 78, Ratnajyot Industrial Estate, Irla Lane, DYNACONS Vile Parle (WV), Mumbai - 400 056. Tel : 022-66889900 solutions THAT EmPoweR 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 to the Members of Dynacons Systems & Solutions Limited (hereinafter referred to as the "Company") pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with Rule 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"), 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, Ministry of Corporate Affairs ("MCA") General Circular no. 14/2020 dated 8* April 2020, General Circular no. 03/2022 dated 5° May 2022, General Circular no. 11/2022 dated 28" December 2022, General Circular no.09/2023 dated 25" September 2023 and General Circular no. 09/2024 dated 19* September 2024, respectively (collectively referred to as "MCA Circulars") and subject to other applicable laws and regulations, that the Resolutions appended below are proposed for approval by the Members by way of Postal Ballot, by voting, through electronic means ('remote e-voting') only.

The MCA has vide the above referred MCA Circulars allowed companies to seek Members' approval on all proposals, other than items of ordinary business or business where any person has a right to be heard, by way of postal ballot through remote e-voting mechanism in accordance with the provisions of the Act and Rules framed thereunder, without holding a general meeting requiring physical presence of the Members at a common venue. MCA has clarified that the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for Companies that are required to provide e-voting facility under the Act while they are transacting any business(es) by way of Postal Ballot upto 30° September 2025.

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 Mr. Ashok Bhumaiah Rajagiri (Din: 02107796) as an Independent Director

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

"RESOLVED THAT Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), who was appointed as an Additional Director (Non-Executive Independent) of the Company, with effect from March 05, 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 Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), 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 years commencing from March 05, 2025 up to March 04, 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."

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 : March 04, 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 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, February 28, 2025.
• In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company's website at https://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, 1**Floor, Opp. Vasant Oasis, Makwana Road, Marol, Andheri — East, Mumbai — 400059.
• In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot. Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on Friday, February 28, 2025 will be considered for the purpose of e-voting.
• 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, February 28, 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 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 onThursday, April 10, 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 March 04, 2025, have appointed Mr. Hemant Shetye, Practicing Company Secretary, (Mem No. F2827 COP No. 1483), having office at 206, 2° 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.

• 1. 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 April14, 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, March 12, 2025 (9:00 a.m. IST) and ends on Thursday, April 10, 2025 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, February 28, 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.

Type of shareholders	Login Method
Individual Shareholders	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices. 1.
holding securities in	nsdi.com either on a Personal Computer or on a mobile. On the e-Services home
demat mode with NSDL.	page click on the "Beneficial Owner" icon under "Login" which is available under
	'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.

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

Type of shareholders	Login Method
	not registered for IDeAS e-Services, If you are option to register is available at 2. IDeAS https://eservices.nsdl.com. Select "Register Online Portal" or click at for https: //eservices.nsdl.com/SecureWeb/IdeasDirectReq.jsp
	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: 3. https:/Awww.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 4. by scanning the QR code mentioned below for seamless voting experience.
	NSDL Mobile App is available on
	AppStore Pe 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 website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
	After successful login the Easi / Easiest user will be able to see the e-Voting option for 2. 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 3. & New System Myeasi Tab and then website www.cdslindia.com and click on login click on registration option.
	Alternatively, the user can directly access e-Voting page by providing Demat Account 4. 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.
Individual Shareholders (holding securities in demat mode) login through their depository participants	login credentials of your demat account through your You can also using the login Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected NSDL/CDSL Depository site after successful authentication, wherein you can see to e-Voting 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 Members facing any technical issue in login can contact NSDL helpdesk
in demat mode with NSDL	by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
	Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk
in demat mode with CDSL	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.
• 1. 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.

Manner shares holding of i.e. Demat (NSDL or CDSL) or Physical	User Your ID is:
For Members who hold shares in a) demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN3O01 255°,
For Members who hold shares in b) demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12°""""*** then your user ID is Dennis 41
For Members holding shares in] e) 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 ***

Your User ID details are given below:

• Password details for shareholders other than Individual shareholders are given below:
• If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• 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.
• 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
• If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• 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.
• Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdi.com.
• If you 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.

• 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.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. 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.
• 1. 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.
• 1. 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 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.
• 1. 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.
• 1. 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.
• 1. 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 Section 102 of the Companies Act, 2013

Item No. 1

Pursuant to the provisions of Section 149 of Companies Act, 2013 (The Act), which came into effect from April 1, 2014, the Independent Directors are not liable to retire by rotation.

Based on the recommendation of the Nomination and remuneration committee, the Board of Directors approved the appointment of Mr. Ashok Bhumaiah Rajagiri (Din: 02107796) as an Additional Director, designated as Non- Executive, Independent Director, not liable to retire by rotation, for a term of five years with effect from March 05, 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.

Mr. Ashok Bhumaiah Rajagiri is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received declaration from Mr. Ashok Bhumaiah Rajagiri that he 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 Mr. Ashok Bhumaiah Rajagiri for the office of a Director of the Company. Mr. Ashok has also confirmed that he 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, Mr. Ashok Bhumaiah Rajagiri fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations. Mr. Ashok Bhumaiah Rajagiri is independent of the management and possesses appropriate skills, experience and knowledge. Mr. Ashok Bhumaiah Rajagiri is seasoned Chartered Accountant with over 33 years of extensive experience,Mr. Rajagiri specializes in a wide range of financial and audit services, including statutory audits, forensic accounting, taxation, ERP implementation, and fraud detection. He has worked with leading nationalized banks, public sector undertakings (PSUs), insurance companies, and a variety of industries including banking, insurance, agro-industries, hospitality, telecom, and more. He is a trusted advisor for corporate governance, risk management, and financial advisory services.

In view of these, appointment of Mr. Ashok Bhumaiah Rajagiri as an Independent Director is in the interest of the Company. Details of Mr. Ashok Bhumaiah Rajagiri, 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. He 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 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 Mr. Ashok Bhumaiah Rajagiri.

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	Mr. Ashok Bhumaiah Rajagiri
Director Identification Number (DIN)	02107796
Date of Birth	05.08.1965
Date of First Appointment on the Board	05.03.2025
Experience in functional Area	Bhumaiah Ashok seasoned Chartered Rajagiri Mr. is Accountant with experience, over 33 years of extensive Mr. AshokRajagiri specializes in a wide range of financial and services, including statutory forensic audit audits, ERP accounting, implementation, and taxation, fraud detection. He has worked with leading nationalized banks, public sector undertakings (PSUs), insurance companies, insurance, and a variety of industries including banking, agro-industries, telecom, more. and He hospitality, a is trusted advisor for corporate governance, risk management, and financial advisory services.
Qualification	Chartered Accountant(CA)
Directorship in other Companies (Public Limited Companies) Nil
Membership of Committees of other public limited companies (Audit Committee and Shareholder's/Investor's Grievance Committee only) Details of Listed Entities from which the person has retired Nil	Nil
in past three years No. of Shares held in the Company	Nil

Particulars	Details
The number of Meetings of the Board attended during the F.Y. 2024-2025	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 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 Place : March 04, 2025 : Mumbai Registered Office 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle (W), Mumbai — 400 056

CIN No : L72200MH1995PLC0931 30