23'd August 202'1

$\sim$
The Secretary	The Secretary
Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	"Exchange Plaza", Bandra-Kurla Complex,
Dalal Street, Mumbai 400 001.	Bandra East, Mumbai 400 051.

Sub: Annual General Meeting - Annual Report 2020-21

Ref: Scrip code: NSE: DYNAMATECH; BSE: 505247

Dear Sir / Madam,

We woutd like to inform that the Forty-Sixth (46th) Annual General Meeting ("AGM") of the Company is scheduted to be convened on Thursday, the 16th (Sixteenth) day of September 2021 at 1 1 .00 (Eteven) A.M. IST through Video Conference ("VC") / Other Audio-Visual Means ("oAVM").

Pursuant to Regulation 34(1) of SEBI (Listing Obtigations and Disctosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company atong with the Notice of AGM for the financial year2020-21, which is being sent in etectronic mode to the Members.

The Annuat Report containing the Notice of AGM is atso uptoaded on the Company's website https: / /www. dvnamatics. com

We kindty request you to take this on record.

Thank you.

Yours faithfutty,

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shir 'ãñl Head - Legal, Compliance & Company Secretary Enclosure: as above

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ANNUAL REPORT DYNAMATIC TECHNOLOGIES LIMITED

"The greatest danger in times of turbulence is not the turbulence; it is to act with yesterday's logic."

Dear Fellow Shareholder,

On behalf of the Board of Directors of Dynamatic Technologies Limited and its subsidiaries, I take pleasure in presenting you with Audited Financial Statements for the year 2020-21.

During the year under review, your Company recorded Consolidated Net Revenue of 11,182 million with Consolidated EBIDTA of1,490 million & Profit After Tax of `20 million (Continuing Operations).

During the past 16 years your Company has been globalising its footprint with manufacturing facilities in India, Germany, UK and USA. Our manufacturing capabilities are complemented with strong design and engineering proficiencies which are spread out across the Organisation.

Today we are a vertically-integrated global supplier of highly engineered products to the world's most respected companies.

The graph (below) shows the sales mix between the business segments of Automotive & Metallurgy, Aerospace & Defence and Hydraulics during the year under review.

AUTOMOTIVE & METALLURGY

Traditionally this was the Company's largest business, with marquee customers like Daimler, BMW, Hyundai, VW Group and Renault Nissan. A lot of best practices, and resources were adopted from this division, in order to build your company's Aerospace business. Over the past two years we have divested a substantial portion of our assets from this division, and proceeds are being redeployed into our more profitable businesses or for debt reduction on an ongoing basis.

Peter Drucker

AEROSPACE & DEFENCE

From the mid 90's your Company has been a R&D/manufacturing partner of DRDO & HAL. During the past decade, we have successfully built a world-class Tier-1 business supplying flight-critical aerostructures to Airbus, Boeing and Bell Helicopter. Our demonstrated capabilities and delivery performance have positioned your Company for greater growth as aircraft manufacturers consolidate their supply chains in a post-covid world.

HYDRAULICS

Your Company is the world's leading manufacturer of hydraulic gear pumps which are fitted on 34% of the agricultural tractors produced worldwide. This high-precision business is both IP-rich, and also enjoys economies of scale. We have developed a large number of complimentary hydraulic systems and elements to increase our share of customers' wallet. Granular cash flow in this business enables your Company to manage uneven cash flow from Aerospace customers.

Every morning we are born again. What we do today is what matters most.

- The Buddha

The year under review brought unprecedented challenges to the entire world. As Covid-19 spread, individual nations went into lockdown, disrupting markets, businesses, and entire supply chains. The pandemic caused national health systems to collapse and millions of lives were lost.

In order to ensure business continuity your Company immediately instituted strong biosecurity measures to protect our people, places and products. As a sole supplier to global aircraft manufacturers, it was necessary for us to get exemptions from the lockdown. We are grateful to the Governments of Karnataka & Tamil Nadu having included the Aerospace and Defence industries under essential services.

The company took steps to protect both lives and livelihoods of our entire workforce. We established a level-II NABL certified and ICMR approved biosecurity lab within our premises and have been conducting RT-PCR tests on all our employees on a regular basis since February 2020. We also took special care to provide financial assistance to employees who fell sick during this period.

From April 2021 onwards, camps were organized on our premises to vaccinate all employees, spouses and suppliers' employees. We were able to fully vaccinate 100% of our people by August 2021.

Fitted with Hepa, Plasma & UV counter-measures, our offices and factories have been able to run continuously through various Covid-19 waves while ensuring our employees and their families were protected.

We also became the first global supplier to UV-Sterilize shipments to our customers.

Covid-19 testing for all employees since February 2020

In-house NABL-ICMR Approved Biosecurity Laboratory for Covid-19 Testing

Covid-19 Vaccination for all the employees & their families organised in the factory premises

At Dynamatic, we were gearing up for continued growth in our Aerospace business. The Robotic line for Airbus A320 redesign monolithic parts had been commissioned at our Swindon facility to be utilised for the entire life of the aircraft program. Similarly dedicated assembly lines were setup at Bangalore to produce redesign monolithic Flap-Track-Beams.

Given the travel restrictions across the world, our customers had to cut back on production, and delay the launch of new products. This had an immediate impact on your Company's financial performance as sales dipped immediately after we had invested in new facilities.

To mitigate the situation, we partially utilised our spare capacity and engineering capabilities to produce defencerelated aerostructures, parts and manufacturing tools for Boeing, Dassault, HAL and Bharat Electronics Limited (BEL).

As economies reopen and travel restrictions ease, we are beginning to see demand from commercial aviation rise again. Airbus has issued a public guidance to it's entire supply chain indicating a strong bounce back to levels higher than the pre-covid period. With capex already having been incurred, we can easily ramp-up volumes to meet growing demand.

Your Company's delivery performance during the pandemic places it in a strong position to win new business.

Above: Tools for Static and Fatigue Testing of the control surfaces of the Boeing-Saab T-7A Red Hawk Program executed during the pandemic.

Advanced Robotic machining line at Swindon, UK, to produce Monolithic parts for the Airbus A320 family.

Above & Below: Assembly line established at Bangalore, India, to produce Redesign Flap-Track-Beams for the Airbus A320 family.

Dynamatic Hydraulics® is the world's leading producer of high pressure Hydraulic Gear Pumps for agricultural tractors with end-to-end manufacturing capability in India and the UK.

The Tractor market in India witnessed a rebound back post the lockdown, largely due to pro-rural measures taken by Government of India, along with good monsoons. The tractor industry also witnessed a shift towards power steering. In addition to doubling the number of pumps required per tractor, it increases vehicle versatility enabling usage for construction and transportation in rural areas. This will further drive demand for tractors.

In addition to consolidating our market share of gear-pumps with Indian Tractor OEMs, we have developed a wide range of complementary products which would allow us to increase our wallet-share per tractor.

Dynamatic Hydraulics®, UK has designed and developed a very advanced hydraulic pump package comprising of energy efficient piston pumps, gear pump, load sensing valve blocks and filter for a large North-American OEM in the farm mechanization sector. This product has moved from development to production, and will substantially increase sales turnover of the Swindon facility over the next two years.

With the Divestment of the foundry assets of JKM Ferrotech Limited, your Company has completely exited it's loss-making Automotive business in India. In addition to improving consolidated margins, this has also released capital for debt reduction and capex in the profitable segments. We are in advanced discussions with Government agencies to divest our Wind Farm which sits on a strategic parcel of land, for the proposed Southern Defence Corridor. The proceeds of this sale will be used entirely for debt reduction.

Eisenwerk Erla GmbH, Germany, is a world-class foundry producing parts for BMW, Daimler, Audi, Porsche, and Maserati. We have built a road-map to pivot this foundry to manufacture higher valueadded aerospace grade metallurgical products over the next few years.

Above: Over the next few years, we will focus on the share of customers' wallet to grow the business.

Above: Integrated Hydraulic pump package produced at Swindon facility.

Robotic Line at Hydraulics facility, Bangalore

Eisenwerk Erla GmbH Facility, Germany

After a lackluster 2020, we experienced a steep decline due to the lockdown in 2021, followed by a sustained bounce back during the next few quarters.

Given its strong global cash flows, your Company has dollarized an optimum amount of Rupee term debt. This will reduce the cost of capital. With an improved product mix and reduced debt, your Company is positioned for profitable growth.

The leadership team at Dynamatic is committed to securing the Company's market leadership, technological competence and brand equity. On behalf of our Board of Directors and Senior Management, I thank you for your continued support.

Udayant Malhoutra Chief Executive Officer & Managing Director

What we think, we become. With our thoughts we build the world.

The Buddha

AEROSPACE JOURNEY SO FAR..

INDIAN CUSTOMERS GLOBAL CUSTOMERS

The Beginnings Lakshya - Wing & Fuselage

Aerospace Division was inducted by ADE-DRDO as a developmental partner for the rear fuselage of the Lakshya Pilotless Target Aircraft (PTA) programme.

1995-1998

Spreading our Wings Sukhoi-30 MKI Fighter Jet

Major Control Surfaces assemblies manufactured at Dynamatic, Nashik. First Private Sector Company to be within Defence PSU (HAL). Supplied more than 130 sets to HAL.

System Platforms

Critical Beam Assemblies for Complex Naval Application

Critical Beam Assemblies for Complex Naval Application to Bharat Electronics Limited (BEL). The Development of precision parts, during the Pandemic has been very challenging.

The Early Days Intermediate Jet Trainer HJT-36

Dynamatic Aerospace was chosen by India's leading aerospace company Hindustan Aeronautics Limited (HAL), as a partner for the Intermediate Jet Trainer HJT-36 programme.

1999-2000

2009

2015

2014-2015

Global Sole Supplier

Flap-Track-Beam Assemblies

Single source manufacturer of Flap-Track-Beam assemblies for Airbus single aisle aircraft (A318, A319, A320 & A321) and for Airbus wide bodied aircraft A330.

Building A Yellow Brick Road SPIRIT - AIRBUS A320 Program

Dynamatic globalize's aerospace capabilities with Tier-1 contract with Spirit AeroSystems (Europe) for manufacture of Flap-Track-Beams for Airbus A320 Family both in India & UK facilities.

Building Complex Aerostructures BELL Helicopter

Single-source supplier of Major Airframe Assemblies for the Bell 407 Helicopter for the 'life of program'.

Make-in-India

Boeing Chinook CH-47F

Global Single Source supplier of Aft Pylon Assembly and Cargo Ramp Assembly for the Boeing Chinook CH-

47F Helicopter.

Global Reach for Defence Industry Boeing P-8 Poseidon

Global sole supplier of Power and Mission Cabinets for the Boeing's P8 Poseidon Maritime Reconnaissance Aircraft.

DYNAMATIC LIMITED, UK Chairman

Mr. Udayant Malhoutra Director Mr. Michael John Handley Director

Mr. Geoff Dore Director

Mrs. Pramilla Malhoutra Director

Mr. Pierre de Bausset

Managing Director Dynamatic Hydraulics®, Dynamatic Limited, UK Mr. Arvind Mishra

Technical Director Dynamatic-Oldland Aerospace®, Dynamatic Limited, UK Mr. Steve Hayes

Managing Director Aerospace Division, Dynamatic Limited, UK Mr. James Tucker

Auditors Deloitte LLP, UK

YEW TREE INVESTMENTS LIMITED, UK Chairman

Mr. Udayant Malhoutra Director

Mr. James Tucker Auditors Deloitte LLP, UK

EISENWERK ERLA GmbH, GERMANY Chairman

Mr. Udayant Malhoutra Executive Director Mr. Dietmar Hahn

Director Mr. Pierre de Bausset

Managing Director Mr. Enrico Fischer

Director Mr. Geoff Dore Auditors Deloitte GmbH, Germany

JKM ERLA HOLDINGS GmbH, GERMANY

Chairman Mr. Udayant Malhoutra

Director Mr. Dietmar Hahn

Auditors Deloitte GmbH, Germany

JKM GLOBAL PTE LIMITED, SINGAPORE Chairman

Mr. Udayant Malhoutra

Director Mrs. Pramilla Malhoutra Director Mr. Ho Liang Sing

Director Mr. Chalapathi P Auditors

Deloitte & Touche LLP Singapore

JKM ERLA AUTOMOTIVE LIMITED Director

Mr. Govind Mirchandani Director

Mr. Pradyumna Vyas Director

Mr. P S Ramesh

Director Mrs. Pramilla Malhoutra

Auditors Deloitte Haskins & Sells LLP Chartered Accountants Bangalore

JKM FERROTECH

LIMITED Director Mr. Govind Mirchandani

Director Ms. Junia Sebastian Director

Mr. Pradyumna Vyas Director

Mr. P S Ramesh

Director Mr. Chalapathi P Auditors Deloitte Haskins & Sells LLP Chartered Accountants Bangalore

JKM RESEARCH FARM LIMITED

Director Mr. P S Ramesh

Director Mr. Arvind Mishra

Director Mrs. Pramilla Malhoutra

Auditors Prasad & Kumar Chartered Accountants Bangalore

JKM AUTOMOTIVE LIMITED Director Mr. Chalapathi P

Director Mr. P S Ramesh Director

Mr. Arvind Mishra

Auditors Prasad & Kumar Chartered Accountants Bangalore

DIRECTORSHIPS AND AUDITOR DETAILS IN SUBSIDIARIES

Your Company's Organisational Structure is based on a network of highly talented people who have been empowered to deliver results. A concerted effort has been made to remove hierarchy in everything we do.

CORPORATE STRUCTURE

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CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Govind Manik Mirchandani Chairman of the Board and Independent Director

Ms. Malavika Jayaram Independent Director

Mr. Pradyumna Vyas Independent Director

Mr. Pierre de Bausset Independent Director

Mr. Dietmar Hahn Non-Executive and Non-Independent Director

Mr. James Tucker Non-Executive and Non-Independent Director

Mr. P S Ramesh Executive Director - Group Technical Services and Human Resource

Mr. Arvind Mishra Executive Director & Global COO - Hydraulics and Head - Homeland Security

Mr. Udayant Malhoutra Chief Executive Officer & Managing Director

KEY MANAGERIAL PERSONNELS

Mr. Chalapathi P Chief Financial Officer

Mr. Shivaram V Head - Legal, Compliance & Company Secretary

AUDITORS

M/s. Deloitte Haskins & Sells LLP

(ICAI Firm Registration No. 117366W/W-100018) Chartered Accountants, Bangalore

BANKERS

Axis Bank Limited Commerzbank Deutsche Leasing DMG Mori Finance Export-Import Bank of India ICICI Bank Limited IndusInd Bank Limited Kotak Mahindra Bank Limited LBBW Royal Bank of Scotland Siemens Financial Services Siemens Factoring TARGO Leasing

REGISTERED & CORPORATE OFFICE

Dynamatic Technologies Limited

Dynamatic Park, Peenya Industrial Area, Bangalore 560 058. Tel : +91 80 2839 4933 / 34 / 35 Fax : +91 80 2839 5823 Email : [email protected] CIN : L72200KA1973PLC002308 Website : www.dynamatics.com

REGISTRAR & TRANSFER AGENTS

Kfin Technologies Private Limited Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana. Toll free Number: 1-800-309-4001 Email: [email protected] Website: www.kfintech.com

ORGANISATION STRUCTURE

DIRECTORS' AND KMP PROFILE

Mr. Govind Manik Mirchandani

Independent Director & Chairman

Mr. Mirchandani is a Business Mentor with vast experience in developing and building leading brands in India. He had a distinguished career which includes leadership positions at various Organisations. This includes Reid and Taylor (Executive Director & CEO), Director, Arvind Brands Ltd, CEO & President, Denim Division of Arvind Mills Limited and President & CEO of Personality Ltd.

Mr. Mirchandani was responsible for launching Arvind Denim in India in 1987 and also several other International and Domestic brands in India such as Arrow, Lee, Wrangler, Excalibur, Newport and Reid & Taylor. He is an expert in business leadership, Building High Performance Organisations, Brands and Retail Management. He has held several corporate senior positions for over three decades.

Mr. Mirchandani was Chairman of YPO Bangalore Chapter and the National Vice President, Indo – American Chamber of Commerce. He has won several IMAGES Awards and is also a recipient of the coveted Bharat Vikas Award for outstanding contribution to the field of Management and the Indira Super Achiever Award. He has a Degree in Bachelor of Technology from Indian Institute of Technology, Bombay and a MBA from Indian Institute of Management, Calcutta.

Mr. Mirchandani is associated with the Company as Independent Director since 2008.

Ms. Malavika Jayaram

Independent Director

Ms. Jayaram is a Practising lawyer for over 15 years, she worked on cutting edge issues in Europe and India, with global law firm Allen & Overy in the Communications, Media & Technology group, as Vice President and Technology Counsel at Citigroup, and as partner, Jayaram & Jayaram, Bangalore. She is a Berkman Fellow at Harvard University, and Adjunct Faculty at North-western University's Master of Science in Law program. She is one of the few Indian lawyers selected for The International Who's Who of Internet e-Commerce & Data Protection Lawyers directory.

Ms. Jayaram is associated with the Company as Independent Director since 2008

Mr. Pradyumna Vyas Independent Director

Prof. Pradyumna Vyas was the former Director of National Institute of Design (NID), India's premier design institute. He is currently a Senior Advisor of Design Promotion and Innovation at Confederation of Indian Industry (CII), India's premier industry association and Board of Director of the World Design Organization (WDO).

He acquired a Masters in Industrial Design from the Indian Institute of Technology, Bombay and was awarded an 'Honorary Master of Arts' degree in 2010 from the University for the Creative Arts in Farnham, United Kingdom.

With more than 36 years of professional and teaching experience in different spheres of design, Prof. Vyas had been associated with NID for 30 years, first as a faculty member and later as the Director of the Institute (2009 - 2019).

He has been at the helm of design affairs and his illustrious career has been marked with several national and international milestones and accolades. His contribution in the formation of India Design Council, 2009, was marked by Prof. Vyas being nominated as its first Member Secretary by the Ministry of Commerce & Industry, Government of India, a post he had retained until his retirement from NID in 2019. During his tenure as Director, NID received the status of Institute of National Importance by the Act of Parliament. He assisted the Government of India during setting up of four new NIDs across the length and breadth of the country. Through India Design Council, he launched India Design Mark in association with Japan Institute of Design Promotion (JDP), Tokyo on the line of G-Mark.

He has been conferred with multiple awards in recognition for his contributions to design education and promotion, to name a few, World Education Congress, 2015, awarded him for his 'Outstanding Contribution to Education'; he was awarded a 'Lifetime Achievement Award' by Times Education Icons 2017 along with being a jury member for the special awards screening panel at Good Design Award (G- Mark) by the JDP, Tokyo consequently in 2012, 2013, 2014 and 2016.

In 2019, he has been awarded the honour of 'Good Design Fellow', by the JDP, Tokyo. He was appointed as a 'Distinguished Professor' of Shanghai Academy of Fine Arts, China, at the Shanghai Global design Summit, 2019.

Mr. Pierre de Bausset

Independent Director

Mr. Pierre de Bausset has over 37 years of broad international experience, in Europe, Asia and North America. His career in Corporate Finance covers Forex and Money Market, Asset Financing, Mergers and Acquisition and Investor Relations. As a governance expert, he has taken part in major Shareholder Transitions, Management Turnover, and Governance Enhancements on boards of Publicly Traded Companies, including in times of crisis; his experience spans Appointment & Induction of Key Talents, Stakeholder Advocacy, Mediation and Strategic Transactions Management.

He joined Airbus in 1989 and held various important Management Roles, including lately President and Managing Director of Airbus Group India. Prior to joining Airbus, he worked with Banque Indosuez, in Beijing and in Paris.

Besides, Pierre de Bausset acted as General Secretary of the Haut Comité du Gouvernement d'Entreprise, the Standard board for compliance of French Publicly Traded Companies with the country's Corporate Governance Code, through 2019. He is also an investor with an interest in tech companies.

He holds an MBA from I.N.S.E.A.D. and a Licence & Diplome Supérieur (Chinese language) from the lnstitut National des Langues et Civilisations Orientales in Paris.

Mr. Dietmar Hahn

Non-Executive and Non-Independent Director

Mr. Hahn has over two decades of rich experience in Operations, Sales and Development, having worked in leadership positions at Eisenwerk Erla GmbH. He is the Executive Director, Eisenwerk Erla GmbH, Germany.

He holds a Diploma for Foundry Engineer from the University of Freiberg, Germany and Certificate's in Product Liability law, Advance Product Quality Planning and Technics of failures mode and effects analyses.

Mr. James Tucker

Non-Executive and Non-Independent Director

Mr. Tucker was formerly the Managing Director of Aerospace Dynamatic Limited UK, He has rich Technical and Operational experience in Aeronautical Manufacturing as well as excellent customer liaison skills, having managed Global Aerospace majors like Boeing, Airbus, GKN Aerospace, G.E Aerospace & Leonardo. He is currently the Global COO, Dynamatic-Oldland Aerospace & Aerospace Dynamatic Limited UK.

Mr. P S Ramesh

Executive Director-Group Technical Services and Human Resource

Mr. P S Ramesh is the ED - Group Technical Services & HR. Prior to this, he served as COO of Dynamatic-Oldland Aerospace® and Dynamatic Hydraulics®, India. He has been with DTL since 1999 and has served in various positions of Seniority. His career spans over three and a half decades, including a 12 years' service with Hindustan Aeronautics Limited (HAL), where he was associated with the manufacture of Jaguar and the TEJAS. He also served for 5 years as Head of Quality and Technical Services in SMEA, the State Owned Malaysian Aircraft Industry, where his Customers included British Aerospace, Pilatus and the Royal Malaysian Air Force.

He holds a Master's Degree in Aircraft Production Engineering from IIT Madras. He is a Six Sigma Black Belt and an ISO 9000 lead Auditor. He has been trained by FAA on Aircraft System Certification Evaluation Program.

Mr. P S Ramesh holds the position of Chairman, Institute Management Committee, under a Public Private Partnership with the State Government of Karnataka. He leads skill initiatives at the Aerospace Skill Development Centre (ASDC). He Co-chair the manufacturing Expert Committee of Bangalore Chamber of Industry and Commerce (BCIC)

Mr. Arvind Mishra

Executive Director & Global COO – Hydraulics and Head – Homeland Security

Mr. Arvind Mishra has over 24 years of experience in Marketing, Business Development and Change Management. His key skills are Design thinking, Strategic and Tactical Planning, Competitive Sales Analysis, Budgeting and Forecast, Operational Excellence, Financial Analysis and Valuation. He joined Dynamatic in the year 1995 and has since then held various leadership roles.

Currently, he is the Global Chief Operating Officer of Hydraulics Business and runs its Operations in India, UK and US. He also heads the Homeland Security Business for Dynamatic.

Mr. Arvind is currently Co-Chair FICCI Homeland Security Committee, Member CII Design Committee & Chairs Policy framework and incentives for design service providers and design user industry in India, Governing Council Member and Vice President Fluid Power Society of India FPSI. Arvind is also on the Corporate Advisory Board Chandigarh University.

Mr. Udayant Malhoutra

Chief Executive Officer & Managing Director

Mr. Malhoutra is the CEO & Managing Director of Dynamatic Technologies Limited and has been associated with the Company for over three decades. He is credited with building and nurturing a world class management team, and transforming the Company into a knowledge based organisation with global operations.

He has served as the Chairman of the National Sector Skills Council for Strategic Manufacturing, and Chairman of the National Institute of Design, Amravathi. He is a member of CII National Council, and has chaired the CII National Committees on Design and Technology. He has also served on the Board of Governors, IIT Kanpur, and is a Past President, Fluid Power Society of India. He is an active member of the Young Presidents' Organization (YPO), having served as Chairman, India & South Asian Area and as a member of the International Board of Directors.

He has been conferred the degree of Doctor of Engineering & Technology (Honoris-Causa) from University of Engineering and Management, Kolkata, in recognition of his outstanding contribution in the field of Technology & Innovation and his dedicated service to the nation

Mr. Chalapathi P

Chief Financial Officer

Mr. Chalapathi P is a qualified Chartered Accountant and a Post Graduate in Commerce. He has been working with Dynamatic since 2009 and has overall experience of 16 years in Finance & Accounts, Controlling, Taxation, Audits, Project costing, FEMA/RBI compliances, Banking Relations, Mergers & Acquisitions, Corporate Governance, Investor Relations and Financial Strategy and also has handled International Transfer Pricing transactions including Audits and Scrutiny. Prior to joining Dynamatic, he was working with US based manufacturing MNC M/s Interplex Electronics India Pvt. Ltd, Bangalore.

Mr. Chalapathi is a winner of CFONXT100 award for consecutive three years in 2015, 2016 & 2017 and also winner of CFO100 for FY2020.

Mr. Shivaram V

Head-Legal, Compliance and Company Secretary

Mr. Shivaram is a qualified Company Secretary and a Law Graduate and holds over Fifteen years of Experience in the Company Secretarial / Legal matters and has worked with various industries viz., Power, Pharmaceutical, Plantations & Manufacturing. He has expertise in handling Mergers and Acquisitions, Equity Issues and Board Management.

Prior to joining the Company, Mr. Shivaram held Senior Position with Secretarial & Legal department of Tata Coffee Limited and before that he was the Company Secretary at one of the Manipal Group Companies.

COMPANY OVERVIEW

The Company is one of the world's largest manufacturers of hydraulic gear products and automotive turbochargers and has held leadership position in hydraulic gear pumps market for over 46 years. In the concluded financial year, DTL garnered 75% share of the Indian organised tractor market with a healthy share of business with almost all original equipment manufacturers (OEMs) in India. Dynamatic Technologies is a pioneer and leader in the Indian private sector for the manufacture of high precision airframe structures and aerospace components. It is a Tier-I supplier to the global aerospace OEMs such as Airbus, Boeing, Bell Helicopters and HAL. The Company also manufactures high precision, complex metallurgical ferrous castings for performance critical components such as turbochargers and exhaust manifolds and has capabilities to develop automotive components on single-source basis.

Dynamatic Technologies' facilities which are located in India (Bangalore, Chennai, Coimbatore), United Kingdom (Swindon, Bristol) and Germany (Schwarzenberg), are lean, green and clean, and designed to support neighbouring communities as well as the environment. With three design laboratories in India and Europe, Dynamatic Technologies is a leading private R&D organisation, with a number of inventions and patents to its credit. The Company is vertically integrated, with its own alloymaking and casting capabilities as well as its own captive green energy sources.

HYDRAULICS

Dynamatic Hydraulics® is one of the world's largest manufacturers of Hydraulic Geared Products with state-of-the-art manufacturing facilities located at India (Bangalore), UK (Swindon) and USA (Milwaukee). The Company has technology leadership in the hydraulics segment globally with the finest in-house engineering laboratories and rapid proto-typing capabilities both in India and UK. Both India and UK manufacturing facilities are IS0 9001:2015 certified with Indian facilities also certified for ISO 14001:2015 & ISO 45001:2018.

INDIA

Dynamatic Hydraulics® is one of the largest manufacturers of hydraulic gear pumps & geared motors in the world, supported by experienced application engineering team, advanced research and development team and rapid proto-typing capabilities offering lowest time to market for the fluid power industry.

The Company has the capability to build customized solutions for any application ranging from farm mechanisation - agricultural tractors and harvesters, off-highway vehicles, construction equipment, metal cutting & metal forming, material handling and mining equipment. These capabilities complemented by a robust production system has enabled us to achieve and sustain over 75% market share for pumps on agricultural tractors produced in India and 34% share of agricultural tractors produced globally.

Dynamatic Hydraulics® offers complete hydraulic solutions including specialised hitch control valves, distributor valves, rock shaft assemblies including 3 point linkages and a wide range of pressure and flow control valves including steering control valve for the agricultural tractors.

It also manufactures very high flow scavenging and lube oil pumps for off-highway vehicles and marine and offshore equipment for global OEMs. The Company also designs and builds customized hydraulic solutions extending from simple hydraulic pumping units to complex marine power packs and aircraft ground support systems to turnkey industrial installations.

KEY CUSTOMERS

M&M	HAL
JOHN DEERE	SAME
AGCO	CUMMINS
ESCORTS	ACE
CNH	MTPF
WIRTGEN	DLW
ATLAS COPCO
TAFE
VST

UNITED KINGDOM

Dynamatic Hydraulics® facility in Swindon, UK, has over six decades of experience in the design and manufacture of gear pumps, gear motors and piston pumps. It supplies products to agricultural, construction and offhighway vehicle manufacturers in UK, Europe and the USA. The facility houses state-of-the-art product testing and validation laboratories including burst test, calibration test, high temperature tests and noise study.

The product portfolio includes aluminium body, hydraulic gear pumps & motors from low to very high pressure ratings, integrated gear & piston pump packages designed for energy saving and overall equipment, heavy duty yet compact cast iron gear pumps, fan drive motors with integrated control valves and a wide range of valves for pressure and flow controls for use on integrated hydraulic packages.

KEY CUSTOMERS

JOHN DEERE JCB TEREX USA JOHN DEERE MEXICO ALEXANDER DENNIS, UK MACDON

KEY DISTRIBUTION & AFTER MARKET CUSTOMERS TERMHOPE WHITE HOUSE PRODUCTS GILLIG BERENDSEN

Dynamatic Hydraulics® Team, India

AUTOMOTIVE & METALLURGY

Dynamatic Technologies produces high quality ferrous for technology oriented automotive components for passenger cars and commercial vehicles applications for leading global automotive OEMs. The Company possesses modern ferrous foundries and state-of-the-art automotive component manufacturing facilities in India and Germany and is able to vertically integrate the competence and locational advantages of its facilities to deliver greater value to its customers.

The JKM Ferrotech Limited (JFTL) facility in Chennai specialises in producing exhaust system components and

safety critical Brake parts and Steering Knuckles on single source basis and is certified to the best-in-class industry quality and safety standards specific to the automotive industry. It has expertise in producing complex parts in exotic metallurgy like Silicon Molybdenum, High Silicon Molybdenum and Compacted Graphite Cast Iron makes it a strong development partner for prototypes in ferrous alloy castings.

Product portfolios include components for engine, transmission, brake systems, turbocharger, chassis and Steering such as Exhaust manifold, Flywheel, Brake caliper/carrier, Brake Slack Adjuster, Centre Housing, Turbine housing, Turbine Housing with integrated manifold, Under Chassis Brackets and Steering Knuckle.

During the Financial Year, JFTL received a Binding Term Sheet from 'Dan Block Brakes India Private Limited', having its registered office at Suite No. 311, Vardhman Diamond Plaza, D.B. Gupta Road, Paharganj, New Delhi – 110 055, India, for acquiring 100% ownership and rights of its Assets.

The Board of JFTL at its meeting held on 1st February 2021, approved the aforesaid proposal and executed an Asset Purchase Agreement (APA) on 7th April 2021.

As of the date of this report, the APA was subject to satisfactory completion of the conditions precedent and other provisions, and the transfer of assets will be effective on such date as mutually agreed between the parties.

Eisenwerk Erla GmbH is one of the preferred suppliers for engine castings and turbocharger housings for the leading global automotive manufactures and cast parts for Agriculture and Road construction vehicles. With a history of over 630 years, Eisenwerk Erla possesses one of the finest ferrous foundries in Europe, capable of manufacturing extremely intricate ferrous castings from difficult-to-cast materials. It also has strong R&D capabilities with patented technologies specific to the Automotive Industry. It uses different materials for the castings as SiMo, Ni-Resist and heat resistant steel for turbocharger castings.

KEY CUSTOMERS

VOLKSWAGEN GROUP, GERMANY BORG WARNER TURBO EMISSION SYSTEMS, GERMANY BMW, AUSTRIA MAN, GERMANY DAIMLER, GERMANY ROTAX, AUSTRIA AGCO, GERMANY VÖGELE, GERMANY

AEROSPACE & DEFENCE

Dynamatic-Oldland Aerospace® continues to be a leading player in the Indian private sector and the UK for the manufacture of Flight Critical Airframe Structures and High Precision Class 1 Parts. The company has large infrastructure to cater to the needs of OEMs like Airbus, Boeing, Bell and Hindustan Aeronautics Limited as a Tier-I supplier and also is growing the Business share with major Tier 1's like Spirit AeroSystems and GKN.

The company has built a strong Continuous Improvement Culture with deployment of Advanced Product Quality Planning (APQP) and Production Part Approval Process (PPAP) which has been cross deployed from the Automotive Business. We are one of the first companies globally in Aerospace to adopt to this approach and has been appreciated by all the Major OEMs including Boeing, Airbus, Bell etc.

Dynamatic Technologies Limited completes the First Front Fuselage Final Operation Clearance (FOC) Configuration for Hindustan Aeronautics Limited.

Dynamatic has built the first front fuselage for the FOC version of the Tejas Light Combat Aircraft (LCA). This is the first time a complex fuselage section for a supersonic fighter aircraft has been built by a private sector company. Dynamatic has been a preferred production partner for Hindustan Aeronautics Limited (HAL) for over three decades on all their major platforms. The completion of the First Front Fuselage was witnessed by Mr. R. Madhavan, Chairman & Managing Director, and other Senior Executives from HAL. The event was virtually addressed by Dr. Ajay Kumar, Defence Secretary, Government of India.

"I am really happy and honored to join in this historic occasion, when the first front fuselage of LCA has been handed over to HAL. I would like to heartily congratulate Dynamatic and HAL LCA team who have made this joint partnership greatly successful."

- Dr. Ajay Kumar Defence Secretary, Government of India

Covid-19 Pandemic- Major disruption for Aerospace Commercial Sector

Dynamatic Technologies was able to pivot and use the capacities available from the commercial sector in to building products for defence.

Dynamatic Handed Over First Batch of Critical Beam Assemblies for Complex Naval Application to Bharat Electronics Limited

(L-R) Mr. Raghunath C N, AGM - PPC, Mr. P S Ramesh, Executive Director - Group Technical Services & HR, Mr. Ravichander V, Global Co-COO Dynamatic-Oldland Aerospace®, India, Mr. Udayant Malhoutra, CEO & Managing Director, Dynamatic Technologies Limited, Mr. Ravi B S, Executive Director, ADSN - BEL, Mr. Rajneesh Sharma, Additional General Manager, OPR&MM/ADSN - BEL, Mr. Ravichandran M, Sr. Deputy General Manager, QM/ADSN – BEL, Mr. Mallappa H H, Manager, PMG/ADSN – BEL

DYNAMATIC DELIVERS CRITICAL ASSEMBLIES FOR BOEING IN SUPPORT OF T-7A RED HAWK

Dynamatic Technologies executed a contract for the delivery of tools for the Static and Fatigue Testing of the control surfaces of the Boeing-Saab T-7A Red Hawk Program. The contract required manufacturing of critical, high tolerance tooling assembly which was used to validate structural loads and fatigue strength. This project included 17 Tonnes of steel converted to 5000+ parts which was delivered in 90 days.

The T-7A Red Hawk is an all-new advanced pilot training system designed for the U.S. Air Force that will train the next generation of fighter and bomber pilots for decades to come. Produced using advanced manufacturing techniques and built along a digital thread, the T-7A aligns with the U.S. Air Force's new e-Series strategy by enabling design, coding and testing faster and more affordably through a digital matrix.

DYNAMATIC TECHNOLOGIES COMPLETES 150 SHIP SETS OF AIRBUS A33O FLAP TRACK BEAM ASSEMBLIES

Dynamatic Technologies Limited has completed 150 ship sets of Airbus A330 Flap Track Beam assemblies and handed them over to Airbus through a virtual event, which was witnessed by senior executives from Airbus in France & India.

This project entails unique collaborative manufacturing in UK & India with high-speed robotic machining at our UK facility and artisanal assembly by skilled craftsmen in India. This is one of the most successful Make in India programs

AWARDS AND ACCOLADES

Boeing conducted General Performance Assessment (GPA) at Dynamatic during June, 2020. GPA provides a comprehensive assessment of supplier's business management performance. Production (such as raw material and parts suppliers), Development (research, concept and technology development suppliers), Support services (providers of spare parts, modifications, retrofits, training and product support). GPAs are conducted on key suppliers, which are identified based on who is in the top 50% of Boeing's supply base dollars spent or on the business needs of specific program requirements.

Boeing subject matter experts evaluated and assessed Dynamatic performance. We scored 4.83 against 5 resulting in securing a gold rating, one of the highest score within the Aero Structure Suppliers portfolio of Boeing.

QUALITY CIRCLE FORUM OF INDIA has been playing a significant role in Skill Development of people through education, training, propagation, demonstration and assistance for implementation of Quality Concepts in manufacturing & maintenance industries, service sector, education, health, rural areas, society etc., for about 4 decades

Dynamatic Technologies participated in the Case Study Presentation and the Theme was "Elimination of the bending angle defect" and knowledge test. Our team won "Excellent" Award and got selected for the 46th International Convention on Quality Concepts (ICQCC).

DEFENCE

Dynamatic Homeland Security® (HLS) builds cutting-edge security solutions for countering modern day security threats. The Company's strong research and development capabilities coupled with the powerful partnerships with leading global security technology companies enables it to offer potential customers, like National Defence Forces, Police and Para Military forces, solutions that will enhance their abilities to prepare and plan for emergencies as well as their response and recovery skills.

Dynamatic Homeland Security® designs and builds Unmanned Aerial, Unmanned & Manned Ground Intelligence Surveillance & Reconnaissance (ISR) platforms for military and paramilitary. The HLS vertical of Dynamatic, also offers comprehensive integrated border management solutions (CIBMS), which is a more robust and integrated system capable of addressing the gaps in the present system of border security by seamlessly integrating human resources, weapons, and high-tech surveillance equipment. A composite, collated picture would help senior commanders analyse and classify the threat and mobilise resources accordingly to assist the field security personnel in their response. CIBMS holds the potential to eventually replace manual surveillance/patrolling of the international borders by electronic surveillance and organising the BSF personnel into quick reaction teams to enhance their detection and interception capabilities.

The Company has DSIR (Department for Scientific & Industrial Research) approved R&D capabilities critical to developing cutting edge security solutions.

PATANG® QUADCOPTOR

Dynamatic Patang® is an indigenously developed, lightweight, easily deployable vertical take-off and landing unmanned aerial vehicle (UAV), capable of being launched from an area of 25 sq. metre or less, with no need of preparation of surfaces.

Rapid deployment and quick turnaround, ruggedness and reliability, long endurance and mission time, negligible audio signature, no need of launching aids and complete autonomy and minimal training needs makes Patang® an ideal platform for the para military for ISR activities and for disaster management.

Mobile Command & Control Vehicles (MCCV) & Mobile Surveillance Vehicles (MSV)

Mobile Command and Control Vehicles from Dynamatic, 'PRAHARI' are operational with the Gujarat Police as an essential ingredient of Safe City Project. These MCCVs are capable of both Line of Sight and Non-Line of Sight missions. which makes them unique.

Dynamatic Homeland Security®, designs and builds mobile surveillance vehicles, Rakshak, for long range Day / Night ISR capabilities suitable for Border Security forces. These are for Line of Sight missions and have very high-end intelligent algorithms integrated within for video analysis.

PATANG® - Long Endurance Unmanned Aerial Vehicle

Mobile Command and Control Vehicles from Dynamatic, 'PRAHARI' are operational with the Gujarat Police as an essential ingredient of Safe City Project.

UNMANNED AERIAL VEHICLES

Dynamatic Technologies has partnered with Israel Aerospace Industries (IAI) for the manufacture of UAVs in India. The company has entered into a tripartite agreement between IAI, HAL and Dynamatic for manufacture, sales and service of large UAVs in India to cater to the requirements from the Indian Defense and CAPF requirements.

Israel Aerospace Industries (IAI), is a globally recognized leader in the delivery of state-of-the-art systems for the defense and commercial markets. IAI offers unique solutions for a broad spectrum of requirements in space, air, land, sea, cyber, and HLS.

IAI is the largest government owned defense and aerospace company in Israel. Over the past 60 years IAI has delivered, supplied and supported advanced systems for the Israeli Ministry of Defense as well as many demanding customers worldwide. IAI has been a reliable partner of the Indian MoD for over two decades with critical products and technologies

IAI is today a world leader in UAVs with over 1,400,000 accumulated operational flight hours. Indian Military is effectively using HERONS & SEARCHER UAVs from Israel Aerospace Industries (IAI), in surveillance missions in the high altitude mountainous region and also for acquiring critical information to manoeuvre elements in the country's western deserts.

Hindustan Aeronautics Limited (HAL) is an Indian state-owned aerospace and defence company headquartered in Bangalore, India. It is governed under the management of the Indian Ministry of Defence.

HERON MALE UAV

The HERON's have been able to fly in dual role and there by fly at ranges of 400 km and extended range of 1,000 km using SATCOM. Herons can operate at Altitudes of 30,000 feet and are the best platforms for surveillance and reconnaissance missions at high altitude and hilly terrains.

COMPREHENSIVE INTEGRATED BORDER MANAGEMENT SOLUTIONS (CIBMS)

Dynamatic designs comprehensive Border Management & Physical Security Systems, as a system integrator.

This scope involves understanding the threat perception, designing an architecture and integrating feed from a vast range of sensors to provide realtime intelligence and situational awareness. This is aimed at securing India's otherwise difficult to man porus borders with varied terrains. These solutions can be used for critical asset protection as well.

RoboGuard, a product by Magal - Israel, is a revolutionary agile scout robot, which runs along secured fences, ensuring perimeter integrity and capable of responding promptly to intrusion alerts. It consists of an autonomous unit, travelling on a monorail and carrying several sensors. (photo credits: Magal)

HERON MALE UAV (photo credits: IAI)

TunnelGuard, a product by Magal - Israel, uses sensor based technologies to prevent intrusion through tunnelling.

MEDICAL

During the Covid-19 pandemic, Dynamatic as a proactive measure, established a in-house biosecurity laboratory for the purpose of carrying out RT-PCR tests regularly on all it's employees. Services of this biosecurity lab is also extended to the stakeholders of the company.

Dynamatic Biosecurity Laboratory situated in the JKM Science Centre, Dynamatic Park, is a NABL Certified (ISO 15189:2012) and ICMR approved Molecular Testing Laboratory. This state-of-the-art lab has the finest equipment and infrastructure and is managed by highly experienced Microbiologists, Research Scientists and Laboratory Technicians.

For Covid-19 diagnosis, the RT-PCR (Reverse Transcription Polymerase Chain Reaction) test is considered the gold standard. The nasal and throat swabs are collected by highly trained Dynamatic staff at site and these samples are moved to the biosecurity lab for testing as per the Standards. The lab maintains a consistent Quality Standard by appropriate knowledge documentation, defined objectives aligning with company Quality Policy to provide reliable, timely, consistent and accurate medical diagnosis through RT-PCR tests.

The regular RT-PCR tests have shown that there are nil positive cases amongst the employees.

ENGINEERING & DESIGN

Dynamatic Technologies is a knowledge-based organization and research & development continues to be at the heart of the Company's growth strategy. Dynamatic Technologies works closely with its OEM customers and anticipating their future product needs. The Company's R&D personnel conceive, design, develop and manufacture new proprietary hydraulic components and systems. R&D personnel also work to improve current products and production processes to align them with the rapidly changing industry environment. The Company believes that its commitment to R&D will allow it to continue to be a leading technology provider and preferred partner to the global OEMs.

The Company employs around 90 scientists and 600 engineers with expertise in Mechanical Engineering, Advanced Computer Aided Engineering, Materials & Metallurgical Engineering, Fluid Dynamics and Defence & Aerospace Research

The JKM Science Center in Bangalore, India, houses the Dynamatic Technologies Research & Development Center as well as a sophisticated Material Sciences Laboratory, which is engaged in:

1. Design and Prototyping of new products
1. Improvement of existing designs
1. Continuous improvement of existing processes
1. Ongoing testing of products and materials

The Dynamatic Technologies Research & Development Center is completely electronic, utilising state-of-the-art parametric 3D design programs and knowledge based expert systems. The Center has been a 'Recognized In-House R&D Unit' certified by the Department of Scientific and Industrial Research (DSIR), the Government of India, since 2001.

JKM Science Center, a world-class design center capable of total product and system design, possesses advanced capabilities in structural, thermal and dynamic engineering for design validation, analysis and optimization.

JKM Science Center aims at imparting competitive advantages to its clients through shorter development cycle time and time-to-market. It strategically blends mechanical engineering expertise with an in-depth software application knowledge to impart world-class engineering services to companies across the globe, thus offering optimal, high quality and cost-effective design solutions.

The Dynamatic Technologies Engineering Laboratory in Swindon, UK, possesses advanced design knowledge for the mobile hydraulics sector and has comprehensive product testing and validation capabilities.

The Dynamatic-Oldland Aerospace® (DOA) Research & Development is engaged state-of-the-art 3D designs using software such as CATIA V5 and Unigraphics NX, Mastercam for their design and development activities meeting to global OEM standards. The Company has been successful in bringing value addition in reducing cycle time, concession reduction, technology absorption and indigenisation of technological products and developing special manufacturing processes.

Indigenisation of Foldable Strut for HAL ALH DHRUV Helicopter developed a foldable strut mechanism for opening and closing of the helicopter door during rugged environmental conditions and is single source supplier for this product to HAL. The sub-assembly has been developed with various specialized aerospace alloys and is manufactured and tested in accordance to the aerospace standards to meet CEMILAC approval for series production. DOA team has also received a patent for the development of the foldable strut.

Airbus A330 Flap Track Beam NC Drilling: Designed and developed a state-of-the-art machining fixture 'support frame' for NC drilling flap track beams to reduce nonconformances. The deployment of support frame has increased accuracy and production deliveries.

Concession Reduction in A330 Flap Track Beams:

Extensive technical research has been carried out to review and explore scope of improvement in machining, legacy technical specifications, assembly fixtures, CMM methodology of inspections and statistical analysis of deviations. The research has resulted in promising findings to improvise tooling, CMM inspection methodology considering DATUMs, CNC programming methods and detail part tolerance. The results were phenomenal in reducing concessions to zero yielding savings to customer and the organisation.

Design & Development of Chinook Ramp Jig Hinges:

Developed concept of hinges in different steel material and finalized the hinge design with the Boeing tooling team. The new hinges are successfully fabricated and installed with high accuracy with epoxy resin filling to facilitate assembly build of ramp hinges. The development has also contributed in reduction of deviations of hinge line ability and consistent delivery of Chinook ramps to Boeing.

Design & Development of A320 Flap Track Beam:

Over 2,500, A320 flap track beams have been supplied to Airbus through Spirit AeroSystems since several years. Airbus has initiated re-design of A320 flap track beam to reduce the number of elements in assembly and reduce the cycle time. In collaboration with Spirit AeroSystems and Airbus, DOA has been involved in the development of single monolithic beam part by incorporating latest machining technologies. The DOA team is instrumental in developing tooling and assembly process for the new flap track beam.

Development of Front Fuselage Jigs for LCA Aircraft:

Involved in bringing value addition while manufacturing HAL designed floor jig and front fuselage main jig for LCA front fuselage. DOA has helped in adapting emerging trends of jig manufacturing and improvised assembly methods for aerostructure building for supersonic LCA aircraft.

Design & Development of Bell 407 Fuselage Assembly Parts:

DOA has been supplying Bell 407 fuselage sub-assemblies as one of the legacy programs over several years. DOA team has been instrumental in the design and development of soft tooling, assembly jigs / fixtures and improvising assembly process. DOA team is also being engaged in development of FRP composite tools for Bell 407 sub-assembly requirements leading to qualitative assembly. This has helped in optimizing manufacturing lead times and assembly cycle time

CONSOLIDATED FINANCIAL HIGHLIGHTS

Note:

Revenue figures represents Continuing Operations

Previous year numbers were restated as appropriately to make these comparable to FY 21 numbers.

DYNAMATIC TECHNOLOGIES LIMITED

Registered Office: Dynamatic Park, Peenya, Bangalore - 560 058 Corporate Identity Number: L72200KA1973PLC002308 Phone Number: +91 80 2839 4933/34/35 Fax: +91 80 2839 5823 Email ID: [email protected]; website: www.dynamatics.com

NOTICE CALLING THE 46TH ANNUAL GENERAL MEETING

Notice is hereby given that the 46th (Forty Sixth) Annual General Meeting ('AGM') of the Members of Dynamatic Technologies Limited (the 'Company') will be held on Thursday, the 16th (Sixteenth) day of September 2021 (Two Thousand and Twenty-One) at 11.00 (Eleven) AM IST through Video Conferencing ("VC")/Other Audio Visual Means("OAVM"), to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Financial Statements:

(a) to receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March 2021, together with the Reports of the Board of Directors and Auditor's thereon
(b) to receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2021, together with the Report of the Auditor's thereon.
2. Appointment of Mr. Arvind Mishra (DIN: 07892275) as Director liable to retire by rotation:

To appoint a Director in place of Mr. Arvind Mishra (DIN: 07892275), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Ratification of Cost Auditor's Remuneration:

To consider and, if thought fit, to pass, the following resolution, as ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013, [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], read with the Companies (Audit and Auditors) Rules, 2014, as amended to date, the Company hereby ratifies the remuneration of Rs 4,00,000/- (Rupees Four Lakh only), plus applicable taxes thereon and reimbursement of out-of-pocket expenses at actuals, payable to M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065), who have been appointed as Cost Auditor by the Board of Directors of the Company, to conduct audit of the cost records of the company for the financial year ending 31st March 2022"

NOTES:

In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated 8th April 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs ("MCA") followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated 13th January 2021 and all other relevant circulars issued from time to time (collectively referred to as "MCA Circulars"), MCA has permitted the holding of the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
1. In compliance with applicable provisions of the Companies Act, 2013 read with aforesaid MCA circulars the 46th AGM of the Company is being conducted through Video Conferencing (VC/ OVAM) hereinafter called as "e-AGM".
1. e-AGM: Company has appointed M/s Kfintech Technologies Private Limited, Registrars and Transfer Agents ("Kfintech"), to provide Video Conferencing facility and the attendant enablers for conducting of the e-AGM.
1. Pursuant to the provisions of the circulars of MCA on the VC/ OVAM (e-AGM):
a. Members can attend the meeting through e-voting log in credentials provided to them to connect Video Conference. Physical attendance of the members at the meeting venue is not required
b. Appointment of Proxy to attend and cast vote on behalf of the member is not available.
c. Body Corporates are entitled to appoint authorised representatives to attend the e-AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
d. Shareholders who have not registered their mail address and in consequence, the Annual Report, Notice of AGM and e-voting notice could not be serviced, may temporarily get their email address and mobile number provided with Kfintech, by clicking the link: https://ris.Kfintech.com/ clientservices/mobilereg/mobileemailreg.aspx for sending the same. Shareholders are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password.
1. The Members can join the e-AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
1. Up to 2000 members will be able to join on a FIFO basis to the e-AGM.
1. No restrictions on account of FIFO entry into e-AGM in respect of large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.
1. The attendance of the Members (member's logins) attending the e-AGM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
1. The Statement pursuant to Section 102 of the Companies Act, 2013, ("the Act") setting out material facts in respect of item No. 3 is annexed hereto. The relevant details as required under

Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), of persons seeking appointment / re-appointment as Directors are provided in the Annexure to this Notice.

1. Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI Listing Regulations, the Register of Members and Share Transfer Books of the Company will be closed from Thursday, 9th September 2021 to Thursday, 16th September 2021.
1. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1st April 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, Kfintech for assistance in this regard.
1. To support the "Green Initiative", Members who have not registered their email addresses are requested to register the same with the Company's Registrar and Share Transfer Agent/ their Depository Participants, in respect of shares held in physical/ electronic mode, respectively.
1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in case the shares are held in electronic form and to Kfintech, in case the shares are held in physical form
1. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: ratish. [email protected] with a copy marked to www.evoting@ kfintech.com

The scanned image of the above mentioned documents should be in the naming format "Corporate Name_ EVENT NO."

1. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
1. Transfer of Unclaimed/Unpaid amounts to the Investor Education and Protection Fund (IEPF):

Members are requested to note that dividends not encashed or remaining unclaimed for a period of 7 (seven) consecutive years from the date of transfer to the Company's Unpaid Dividend Account, shall be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Further, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') as amended to date, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority as notified by the Ministry of Corporate Affairs.

The Members/Claimants whose shares and unclaimed dividend have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF 5 (available on www.iepf.gov.in) along with applicable requisite fee. The Member/Claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

It is in Members' interest to claim any un-encashed dividends and in the future, opt for Electronic Clearing Service (ECS), so that dividends paid by the Company are credited to Members' account on time.

Members are requested to contact the Company's Registrar and Share Transfer Agent to claim the unclaimed/unpaid dividends thereon at the following address:

Kfintech Technologies Pvt. Ltd. Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana.

1. Members holding shares in physical form are requested to advice any change of address immediately to the Company's Registrar and Share Transfer Agent. Members holding shares in electronic form must send the advice about change in address to their respective Depository Participant only and not to the Company or the Company's Registrar and Share Transfer Agent.
1. Members holding shares in physical form are requested to consider converting their share certificates into dematerialized form to eliminate risks associated with physical shares and for ease in portfolio management. Members can contact the Company's Registrar and Share Transfer Agent for any assistance in this regard.
1. Updation of Members' Details:

The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act requires the Company/ Registrar and Share Transfer Agent to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. A form for capturing these additional details is appended at the end of the Notice. Members holding shares in physical form are requested to submit the filled in form to the Company or to its Registrar and Share Transfer Agent. Members holding shares in electronic form are requested to submit the details to their respective Depository Participant

1. Nomination Facility: As per the provisions of Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, as amended, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company's Registrar and Share Transfer Agent. In respect of shares held in dematerialized form, the nomination form may be filed with the respective Depository Participant.
1. Members, who have not yet exchanged their shares of Dynamatic Hydraulics Limited, with the Share Certificates of Dynamatic Technologies Limited, are requested to surrender their Share Certificate(s) for exchange. Such Members' are requested to contact the Company's Registrar and Share Transfer Agent– Kfintech, in this regard.
1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the Members at the Registered Office of the Company on all working days, except Sundays and Bank Holidays, during business hours up to the date of the e-AGM.
1. Since the e-AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 15th January 2021 read with SEBI Circular dated 12th May 2020, Notice of the e-AGM along with the Annual Report 2020- 21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.dynamatics.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of to https://evoting.kfintech.com/
1. The Members who have cast their vote by remote e-voting prior to the e-AGM may also attend/ participate in the e-AGM through VC / OAVM but shall not be entitled to cast their vote again.
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 https://evoting.kfintech.com/ to reset the password.
1. In case of any grievances connected with facility for e-voting, please contact:

Mrs. C Shobha Anand, Dy. Gen. Manager, Contact No. 1800 309 4001, at Kfintech Technologies Pvt. Ltd. Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana.

1. The voting rights of the Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date being Thursday 9th September 2021.
1. Mr. Ratish Tagde (Membership No. FCS 6162, CP No. 22018), Proprietor, Ratish Tagde & Associaties, Practicing Company Secretaries and in case of his inability ACS Shraddha Tripathi (Membership No.A38885, CP No. 18020 ), Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the voting process (electronically or otherwise) in a fair and transparent manner.
1. The Scrutinizer shall, immediately after the conclusion of voting at the e-AGM, first count the votes cast during the e-AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the e-AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
1. The Chairman or the person authorized by him in writing shall forthwith on receipt of the consolidated Scrutinizer's Report, declare the Results of the voting. The Results declared along with the Scrutinizer's Report(s) will be available on the website of the Company www.dynamatics.com and Kfintech website https://evoting.kfintech.com/ and the communication will be sent to BSE Limited and the National Stock Exchange of India Limited.
1. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013, and the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting of the Company.
Subject to the receipt of requisite number of votes, the Resolutions forming part of the Notice of e-AGM shall be deemed to be passed on Thursday, 16th September 2021.

34. PROCEDURE FOR REMOTE E-VOTING:

i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by Kfintech, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
ii. However, in pursuant to SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9th December 2020, on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
iii. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
iv. The remote e-Voting period commences from 09:00 A.M, (IST) on Monday, 13th September 2021 and ends at 05:00 P.M. (IST) on Wednesday, 15th September 2021
v. 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.
vi. Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with Kfintech for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.
vii. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
viii. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:
Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access to Kfintech e-Voting system in case of shareholders holding shares in physical and nonindividual shareholders in demat mode.

Details on Step 1 are mentioned below:

I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	User already registered for IDeAS facility: 1. I. Visit URL: https://eservices.nsdl.com II. Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section. III. On the new page, enter User ID and Password. Post successful authentication, click on "Access to e-Voting" IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.
	2. User not registered for IDeAS e-Services I. To register click on link : https://eservices.nsdl.com II. Select "Register Online for IDeAS" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp III. Proceed with completing the required fields. IV. Follow steps given in points 1
	3. Alternatively by directly accessing the e-Voting website of NSDL I. Open URL: https://www.evoting.nsdl.com/ II. Click on the icon "Login" which is available under 'Shareholder/Member' section. III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will be requested to select the name of the company and the e-Voting Service Provider name, i.e.Kfintech. V. On successful selection, you will be redirected to Kfintech e-Voting page for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing user who have opted for Easi / Easiest I. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com II. Click on New System Myeasi III. Login with your registered user id and password. IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. Kfintech e-Voting portal. V. Click on e-Voting service provider name to cast your vote. 2. User not registered for Easi/Easiest I. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration II. Proceed with completing the required fields. III. Follow the steps given in point 1 3. Alternatively, by directly accessing the e-Voting website of CDSL I. Visit URL: www.cdslindia.com II. Provide your demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective ESP, i.e kfintech where the e- Voting is in progress.
Individual Shareholder login through their demat accounts / Website of Depository Participant	I. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. II. Once logged-in, you will be able to see e-Voting option.Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. III. Click on options available against company name or e-Voting service provider – Kfintech and you will be redirected to e-Voting website of Kfintech for casting your vote during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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
Securities held with	Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020
NSDL	990 and 1800 22 44 30
Securities held with	Please contact CDSL helpdesk by sending a request at [email protected] or contact at
CDSL	022- 23058738 or 022-23058542-43

Details on Step 2 are mentioned below:

II) Login method for e-Voting for shareholders other than Individual's shareholders holding securities in demat mode and shareholders holding securities in physical mode.

(A) Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from Kfintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

i. Launch internet browser by typing the URL: https:// emeetings.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with Kfintech for e-voting, you can use your existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on "LOGIN".
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,\$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the "EVEN" i.e., Dynamatic Technologies Limited- AGM" and click on "Submit"
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on "Submit".
xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name_Even No."
(B) Members whose email IDs are not registered with the Company/ Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:
i. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with Kfintech, by accessing the link: https://ris.kfintech. com/clientservices/mobilereg/mobileemailreg.aspx. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to [email protected].
ii Alternatively, member may send an e-mail request at the email id [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.
iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Details on Step 3 are mentioned below:

III) Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the AGM of the Company through VC/OAVM and e-Voting during the meeting.
i. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by Kfintech. Members may access the same at https:// emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/Kfintech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.
ii. Facility for joining AGM though VC/ OAVM shall open at least 15 minutes before the commencement of the Meeting.
iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number at [email protected]. Questions / queries received by the Company till 14th September 2021 shall only be considered and responded during the AGM.
vi. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
vii. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member casts votes by both modes, then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
viii. Facility of joining the AGM through VC / OAVM shall be available for atleast 2000 members on first come first served basis.
IV. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

OTHER INSTRUCTIONS:

I. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings.kfintech. com and login through the user id and password provided in the mail received from Kfintech. On successful login, select 'Speaker Registration' which will open from Monday, 13th September 2021, at 9.00 AM and close on Tuesday, 14th September 2021, at 5.00 PM. Members shall be provided a 'queue number' before the meeting. The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM.
II. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfintech.com Please login through the user id and password provided in the mail received from Kfintech. On successful login, select 'Post Your Question' option which will opened from Monday, 13th September 2021, at 9.00 AM and close on Tuesday, 14th September 2021, at 5.00 PM.
III. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (Kfintech Website) or contact at [email protected] or call Kfintech's toll free No. 1-800-309-4001 for any further clarifications.
IV. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Thursday, 9th September 2021, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
V. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:
i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399
- 1. Example for NSDL:
- 1. MYEPWD IN12345612345678
- 1. Example for CDSL:
- 1. MYEPWD 1402345612345678
- 1. Example for Physical:
- 1. MYEPWD XXXX1234567890
ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com/ , the member may click "Forgot Password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
iii. Members who may require any technical assistance or support before or during the AGM are requested to contact Kfintech at toll free number 1-800-309-4001 or write to them at [email protected].
1. The results of the electronic voting shall be declared to the Stock Exchanges after the AGM. The results along with the Scrutinizer's Report, shall also be placed on the website of the Company.

Additional information of Director seeking appointment as required under Regulation 36(3) of SEBI (LODR) Regulation, 2015:

Name of Directors	Mr. Arvind Mishra
DIN	07892275
Date of Birth (age)	05-12-1972 (49 Years)
Date of Appointment	09-08-2017
Qualifications	Mechanical Engineering Graduate from RVCE
Relationship between Directors inter-se	None
Expertise in specific functional area	More than two decades of rich experience in diverse areas covering Strategic and tactical planning, CRM, Vendor relation, Team Building, Budgeting and forecast, Inventory management and NPD
Directorships held in other Public Companies (excluding Foreign, Private and Section 8 Companies)	M/s. JKM Research Farm Limited & M/s. JKM Automotive Limited

Memberships / Chairmanships of Committees of other Public Companies (includes only Audit Committee and Stakeholders Relationship Committee)	None
No. of shares held in the Company	None

For other details such as number of meetings of the board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of above directors, please refer to the corporate governance report which is a part of this Annual Report.

Explanatory Statement:

(Pursuant to Section 102 (1) of the Companies Act, 2013)

Item number 3

In terms of the provisions of Section 148 of the Act and the Rules made thereunder, the Company is required to maintain Cost Audit records and have the same audited by a Cost Auditor.

Based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on 7th June 2021, appointed M/s. Rao, Murthy & Associates, as Cost Auditor for conducting the Cost Audit for the Financial Year ending 31st March 2022, at a remuneration of 4,00,000/- (Rupees Four Lacs only) plus applicable service tax and reimbursement of out-of-pocket expenses at actual.

Rule 14 of Companies (Audit and Auditors) Rules, 2014 as amended, requires that the remuneration payable to the Cost Auditor be ratified by the Members. Hence, the resolution at Item No. 3 of the Notice.

The Directors recommend that the remuneration payable to the Cost Auditor in terms of the resolution set out at Item No. 3 of the accompanying Notice be ratified by the Members. None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the Resolution.

By Order of the Board

Place: Bangalore Date: 7th June 2021

Shivaram V Head – Legal, Compliance and Company Secretary

DYNAMATIC TECHNOLOGIES LIMITED Registered Office: Dynamatic Park, Peenya, Bangalore - 560 058 Corporate Identity Number: L72200KA1973PLC002308 Phone Number: +91 80 2839 4933/34/35 Fax: +91 80 2839 5823

Email ID: [email protected] website: www.dynamatics.com

UPDATION OF SHAREHOLDER INFORMATION

To,

Kfintech Technologies Pvt. Ltd. Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana.

I/ We request you to record the following information against our Folio No.:

GENERAL INFORMATION:

Folio No.:
Name of the first named Shareholder:
PAN: *
CIN/ Registration No.: * (applicable to Corporate Shareholders)
Tel No with STD Code:
Mobile No.:
Email Id:

*Self attested copy of the document(s) enclosed

BANK DETAILS:

IFSC: (11 digit)
MICR: (9 digit)
Bank A/c Type:
Bank A/c No.:
* Name of the Bank:
Bank Branch Address:

* A blank cancelled cheque is enclosed to enable verification of bank details.

I/ We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/ We would not hold the Company/ RTA responsible. I/ We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/ We understand that the above details shall be maintained by you till I/ We hold the securities under the above mentioned Folio No./ beneficiary account.

Place :

Date : Signature of the Member/s

DIRECTORS' REPORT

TO SHAREHOLDERS

DIRECTORS' REPORT TO SHAREHOLDERS

Your Directors are pleased to present their 46th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2021.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2021, were as follows: (` in Lakhs)

		Consolidated	Standalone
Particulars	Year Ended 31 March 2021	Year Ended 31 March 2020	Year Ended 31 March 2021	Year Ended 31 March 2020
Continuing Operations:
Revenue from Operations	1,11,820	1,23,007	51,374	56,963
Less: Cost of material and increase/decrease in stock	55,011	59,574	22,850	24,494
Less: Employee benefit expenses	22,147	24,288	8,008	8,379
Less: Other Expenses	19,761	20,069	8,259	9,834
EBITDA	14,901	19,076	12,257	14,256
EBITDA Margin	13.33%	15.51%	23.86%	25.03%
Add: Other Income	607	1,782	437	1,636
Less: Finance Charges	6,999	8,045	5,776	7,026
Less: Depreciation and Amortisation Expense	7,754	7,988	3,191	3,389
Less: Exceptional item	-	-	-	27,108
Profit/(Loss) from Continuing Operations before Tax	755	4,825	3,727	(21,631)
Profit before tax margin	0.68%	3.92%	7.25%	(38.00%)
Less: Tax expense	557	(2,531)	902	(2,457)
Profit/(Loss) after Tax from Continuing Operations	198	7,356	2,825	(19,174)
Profit after Tax margin	0.18%	5.98%	5.50%	(33.70%)
Discontinued Operations:
Add: Loss from Discontinued Operations	(2,385)	(3,450)	-	(1,600)
Add: Other Comprehensive Income/(Losses)	2,057	921	184	(70)
Profit/(Loss) for the year	(130)	4,827	3,009	(20,844)
Profit/(Loss) available for appropriation	(130)	4,827	3,009	(20,844)
Balance carried to Balance Sheet	(130)	4,827	3,009	(20,844)

Note: Previous year numbers were restated as appropriately to make these comparable to FY 2021 numbers.

COMPANY PERFORMANCE:

FY2021 was a challenging year due to pandemic related slowdown in global economic activities. The Indian economy was impacted severely in the first half of the year due to lockdown globally and weak consumer sentiments. However, second half of the year was encouraging as it experienced better than expected recovery as the economy gradually opened. Consolidated net sales for FY2021 was 1,11,820 lakhs, reduced by 9% as compared to 1,23,007 lakhs in FY2020.

Consolidated EBITDA for FY2021 was reported as 14,901 lakhs as compared to19,076 lakhs during FY2020. EBITDA margin for the year under review was 13.3% compared to 15.51% in FY2020.

SEGMENT PERFORMANCE:

The Aerospace & Defence segment recorded a revenue of 37,395 lakhs compared to 49,760 lakhs in FY2020. The performance of the segment was impacted primarily due to travel related restrictions during pandemic. Various travel bans between countries and decline in passenger traffic due to Covid-19 continued to impact the performance of the civil aviation sector. However, Dynamatic Technologies Limited's (DTL) defense vertical continued to grow driven by order book execution and delivery, in particular, orders from Boeing T7A and Bharat Electronics Limited, which helped to minimize the underperformance of the sector. Segment EBITDA for the year was 11,131 lakhs, reported alongside15,252 lakhs in FY2020.

The performance of the Hydraulics segment was severely impacted in the first half of the year due to global slowdown and pandemic related lockdowns. However, in second half of the year the tractor industry in India witnessed good bounce back largely due to low base in the year before, subdued Q1 and pro- farm sector initiatives announced by the Government of India. A fairly large percentage of business for Dynamatic Hydraulics comes from the Agri Tractor segment and this revival of demand augured well for the business. Though, the industry did have continued challenges in supply chain ecosystem, last two quarters witnessed fairly good growth to end the year with numbers similar to FY2020. Likewise, Dynamatic Hydraulics UK operations too witnessed very flat Q1 and Q2 driven again by the impact of pandemic on supply chain, logistics and overall demand. H2 witnessed higher pull from the market with most economies opening up post Wave -1. Payroll support from the local government for furloughed employees improved our margins to some extent in addition to good product mix and cost optimisation measures.

Revenues for this segment increased marginally to 29,763 lakhs compared to 29,500 lakhs in the same period last year. EBITDA for FY2021 was 3,109 lakhs and 2,286 lakhs during last year.

The Auto industry showed resilience during the second half of the year which supported the moderate top line growth of the segment. Profitability was impacted due to ongoing pandemic. Revenue for this segment was 44,187 lakhs compared to same period last year 43,499 lakhs. Segment EBITDA was 1,820 lakhs compared to 2,970 lakhs in FY2020.

STATE OF THE COMPANY'S AFFAIRS:

Over the years, Dynamatic Technologies has created its own brand image and has found its niche presence in the industry. Dynamatic Technologies supplies products to the world's renowned Original Equipment Manufacturers (OEM's) such as Airbus, Boeing, Bell Helicopters, Textron, Hyundai, Daimler, BMW, Honeywell, John Deere and Mahindra & Mahindra.

The Company is focused on expanding the size of business with existing customers and expanding its customer base with addition of new customers. However, all our business segments were adversely impacted at different degrees by the global slowdown and the Covid-19 pandemic. To reduce the financial impact of the pandemic, the Company has undertaken various cost control measures including alternative raw material sourcing and renegotiation of vendor contracts. Going forward, we are closely monitoring segments where we operate globally and are taking appropriate steps to minimize the impact of pandemic on our business. With a strong business foundation, technological excellence and industry recognition for products, we are confident of creating utmost value for all of our stakeholders.

COVID-19 – PANDEMIC:

The outbreak of the COVID-19 virus and the ensuing lockdown imposed across the country led to the standstill of the economy for a major part of FY2021. Towards the later part of the fiscal year, consequent to the gradual opening of economic activity across the nation, the demand had picked up. This was driven mainly by the consumer durables sector and revival of infrastructure activities.

India is currently experiencing a second wave of Covid-19 infections that has halted economic activity. Although there is near term uncertainty, consumer confidence remains positive for the medium to long term. The situation is gradually improving and active cases are declining. With the role out of vaccination, the economy is expected to continue its growth trajectory.

As a major supplier to global OEMs, Dynamatic Technologies has undertaken various measures to contain the impact of the virus on its employees and ensure their safety and well-being. Dynamatic Technologies had tremendous responsibility to keep the industrial output in pace with the demand. Our proactive measures on Covid control like PPEs, social distancing, thermal screening, sanitisation, awareness drives and also setting up of our own BIOSECURITY lab with most advanced equipment and senior microbiologist to conduct and analyse RT-PCR test on every single employee helped create a safe bubble at work place. Dynamatic Technologies SOPs have been referred to by number of industries and government bodies as a template for taking care of lives and livelihoods.

The Company has launched vaccination drives to provide vaccination to all employees and their families in line with Government guidelines and regulations. We have also undertaken the responsibility of conducting regular Covid-19 tests to ensure that employees are staying safe and to restrict the spread of the virus.

DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the current economic conditions has decided that it would be prudent, not to recommend any dividend for the year under review.

SHARE CAPITAL:

As of 31st March 2021, the Company had an authorized share capital of 2,500 lakhs, divided into 2,00,00,000 equity shares of 10/- each and 500 lakhs divided into 5,00,000 redeemable cumulative preference shares of 100/- each. During the year under review, there was no change in the Company's issued, subscribed and paid-up equity share capital. As of 31st March 2021, the Company had issued, subscribed and paid-up equity share capital of 634.14 lakhs divided into 63,41,443 equity shares of 10/- each.

TRANSFER TO RESERVES:

During the year under review, the Board of Directors do not propose to transfer any amount to General Reserve.

CAPITAL EXPENDITURE:

During the year under review, the Company incurred capital expenditure of 1,591 lakhs for physical infrastructure,73 lakhs for procurement of intangible assets and `5,995 lakhs towards Right of Use Asset and significant investments have been made in building infrastructure, state-of-the-art machinery, design software, data security, information systems, and design and development activities, for the future benefits of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements prepared by the Company in accordance with the relevant Indian Accounting Standards (Ind AS) issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

SUBSIDIARIES:

The Company has ten subsidiaries. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries. The structure of Dynamatic Technologies Limited and its subsidiaries as on 31st March 2021, is appended hereunder:

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

INDIAN SUBSIDIARIES

JKM Research Farm Limited, India (JRFL) is a wholly owned subsidiary of the Company. It continues to be the Research & Development facilitator to the Company. It operates a unique facility for testing and analysing complete tractor aggregates and systems.

JKM Erla Automotive Limited, India (JEAL) continues to be a wholly owned subsidiary of the Company and is a nonoperating company.

JKM Ferrotech Limited, India (JFTL) is Wholly owned Subsidiary and held through JKM Erla Automotive Limited and Eisenwerk Erla GmbH, Germany.

On 11th February 2020, the members of M/s. JKM Ferrotech Limited ("JFTL"), subject to confirmation by National Company Law Tribunal, Bengaluru Branch ("NCLT"), had approved a capital reduction resolution under section 66 of Companies Act, 2013. As of the date of this report, the Company is awaiting Order from NCLT.

During the Financial Year, JFTL received a Binding Term Sheet from 'Danblock Brakes India Private Limited', having its registered office at Suite No. 311, Vardhman Diamond Plaza, D.B. Gupta Road, Paharganj, New Delhi – 110 055, India, for acquiring 100% ownership and rights of its Assets.

The Board of JFTL at its meeting held on 1st February 2021, approved the aforesaid proposal and executed an Asset Purchase Agreement (APA) on 7th April 2021.

As of the date of this report, transfer of assets would be effective subject to satisfactory completion of terms & conditions of the Asset Purchase Agreement, on such date as mutually agreed between the parties.

JKM Automotive Limited (JAL) is a wholly owned subsidiary of JEAL and is a non-operating company.

OVERSEAS WHOLLY OWNED SUBSIDIARIES:

JKM Global Pte. Limited, Singapore, continues to be an investment hub for overseas businesses.

Dynamatic Limited, Swindon, UK, (DLUK) is a wholly owned subsidiary and held through JKM Global Pte. Limited, Singapore.

Yew Tree Investments Limited, Bristol, UK is a wholly owned subsidiary of Dynamatic Limited, UK.

Originally Yew Tree Investments Limited and Dynamatic Limited are the subsidiaries of JKM Global Pte. Limited. Post-merger, DLUK has its Hydraulics unit in Swindon and its Aerospace unit, Dynamatic-Oldland Aerospace® in Bristol and Swindon.

Dynamatic Hydraulics®, a division of DLUK located in Swindon, UK, produces high performance engineered hydraulic products. The plant has over 50 years of experience in gear pump design and manufactures and caters to agriculture, construction and off-highway vehicle manufacturers. Products include combined variable and fixed displacement pump packages, temperature controlled fan drive systems and fixed displacement pumps in aluminium and cast iron with a range of additional integrated valve options.

Dynamatic-Oldland Aerospace®, a division of Dynamatic Limited UK, is located in Bristol and Swindon, and is a leader in Aeronautical Precision Engineering and is currently working on components for most of the Airbus family of aircraft.

Dynamatic LLC, US is a subsidiary of Dynamatic Limited, UK.

JKM Erla Holdings GmbH, Germany (JKM Erla) is engaged in the business of setting up automotive components processing/manufacturing units.

Eisenwerk Erla GmbH, Germany (Eisenwerk) became a subsidiary of the Company, subsequent to its holding company, JKM Erla, becoming a subsidiary of the Company. Eisenwerk has been in business for over 630 years and is a preferred supplier to leading global OEMs including Audi, BMW and Volkswagen. The manufacturing capabilities of this subsidiary include high precision, machining of complex metallurgical products for automotive engines and turbochargers.

PERFORMANCE OF SUBSIDIARIES:

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC -1 is attached to the financial statements of the Company as Annexure-1.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company (https://www.dynamatics.com).

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors,Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2020-21.

Accordingly, pursuant to Sections 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, for the Financial Year ended 31st March 2021, 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 for the Financial Year ended 31st March 2021, 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.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Inductions, Re-appointments, Retirements & Resignations:

Pursuant to the provision of Section 152 of the Companies Act, 2013, Mr. Arvind Mishra (DIN: 07892275), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. A resolution seeking shareholders' approval for his reappointment forms part of the Notice

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

The Independent Directors had no pecuniary relationship or transactions with the Company, other than sitting fee and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March 2021 are:

• Mr. Udayant Malhoutra, CEO & Managing Director
• Mr. P S Ramesh, Executive Director, Group Technical Services and Human Resource
• Mr. Arvind Mishra, Executive Director, Global COO Hydraulics, Head of Homeland Security
• Mr. Chalapathi P, Chief Financial Officer
• Mr. Shivaram V, Head Legal, Compliance & Company Secretary.

Declaration by Independent Directors:

All the Independent Directors of the Company have provided their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

BOARD MEETINGS:

Seven meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report

COMMITTEES OF BOARD OF DIRECTORS:

The Board has seven committees:

1. Audit and Risk Management Committee,
1. Nomination and Remuneration Committee,
1. Stakeholders' Relationship Committee,
1. Technology & Strategy Development Committee,
1. Finance Committee,
1. Corporate Social Responsibility Committee and
1. Independent Directors' Committee.

Details of all the Committees of Board of Directors as per the Secretarial Standard - 1, as issued by the Institute of Company Secretaries of India have been disclosed in the Corporate Governance Report. The Board has accepted the recommendations made by the Committees of Board of Directors during the year under review, with no instances where recommendations of the Audit Committee were not accepted by the Board.

REMUNERATION POLICY

The philosophy for remuneration of directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. Dynamatic Technologies believes in providing an opportunity that is strongly linked to and constantly reinforces the performance culture of the Company. Dynamatic Technologies has laid down remuneration policy in line with globally accepted governance practices. The remuneration policy is designed with the objective to attract, motivate, retain human capital and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and teamwork while simultaneously offering appropriate remuneration packages. The remuneration policy is also market-led and takes into account the competitive circumstance of each business so as to attract and retain quality talent and leverage performance significantly. Remuneration Policy is annexed as Annexure - 2.

Members can download the complete remuneration policy on the Company's website www.dynamatics.com in Investors Desk section.

DIVERSITY IN THE BOARD:

In line with the core strategy, the Company understands the importance of maintaining board diversity. Ensuring optimal mix of varied perspectives, skills, expertise, industry experience, age gender, race, ethnicity and cultural background is critical to foster innovation and helps us to retain our competitive advantage. The Board has adopted the policy on appointment, continuation and cessation of Directors which sets out the approach to diversity in the composition of the Board. The Company has an optimum mix of executive and non-executive independent directors and woman director.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

An appropriate induction for new directors and ongoing training for all directors ensure high corporate governance in the Company. Dynamatic Technologies conducts an induction programme for every new independent director. The induction program has been developed with the objective to provide them with comprehensive understanding about the Company, its businesses, markets and the regulatory environment in which it operates. The programme also aims to familiarize the independent directors with the management and its operations to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them to enhance their understanding as mentioned above. Dynamatic Technologies firmly believes that a Board, which is well informed / familiarised with the Company, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' expectations. In pursuit of this objective, the Directors are updated on a continuous basis on developments in the corporate and industry scenario, including those pertaining to the regulatory and economic environment, to enable them to take well informed and timely decisions. The details of the familiarisation programme are uploaded on the Company's corporate website www.dynamatics.com in Investors Desk section.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

a. Qualifications The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
b. Positive Attributes Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
c. Independence A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The Evaluation was based on the criteria and framework adopted by the Board. The performance also included inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has ensured that adequate systems for internal control commensurate with its size and complexity are in place. These systems and controls ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. In addition, the Company has also ensured that adequate checks and balances are in place to determine the accuracy and reliability of accounting data. All the related processes are properly documented and appropriate steps are undertaken to ensure adherence to the internal control systems. Roles and responsibility of various stakeholders involved in the process is clearly demarcated.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting to the Audit & Risk Management Committee of the Board. A CEO & CFO Certificate, forming part of the Corporate Governance Report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit & Risk Management Committee and rectify the same. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments made by the Board on every qualification, reservation or adverse remark or disclaimer made:

a. by the Statutory Auditor in their report: There are no qualifications, reservations or adverse remarks reported by M/s. Deloitte Haskins & Sells., LLP, (ICAI Firm Registration No. 117366W/W-100018) statutory auditors in their report for the year under review.
b. by the Company Secretary in Practice in his Secretarial Audit Report; Mr. Ratish Tagde & Associates, Company Secretary in practice, has made no qualifications or reservations or adverse remark in the secretarial audit report.

The auditors above mentioned have used appropriate disclaimers to limit the scope of their audit to the documents provided by the management and explanations / representations made by the management

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

a) Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF):

Particulars of Dividend remaining unclaimed in terms of Section124(5) of the Act, amounts transferred to the Unpaid Dividend Account of the Company, which remain unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the IEPF established by the Central Government along with the underlying shares.

The details pertaining to the transfers is forming part of the Corporate Governance Report which is annexed to this report.

b) Transfer of Shares to IEPF:

As required under Section 124(6) of the Act, Equity Shares in respect of which dividend has not been claimed by the members for seven consecutive years or more have already been transferred by the Company to the IEPF Authority. Details of shares transferred is available on the website of IEPF as well as the Company.

c) Demat Suspense Account Unclaimed Shares:

As on 31st March 2021, there are 11 members, holding 851 Equity Shares of `10/- each, lying in the escrow account due to non-availability of their correct particulars. A detailed note in this regard is provided in the Corporate Governance Section under "Suspense Account for the unclaimed shares". The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions during the FY2021 were executed at arm's length basis and in the ordinary course of business. These transactions were in compliance with the applicable provisions of the Act and the Listing Regulations.

During the year, there were no materially significant Related Party Transactions undertaken by the Company which required shareholder approval under the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for approval. Additionally, prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and other terms and conditions of the transactions.

The Related Party Transactions Policy adopted by the Company, as approved by the Board, is uploaded on the Company's website. Details of transactions with related parties are provided in the accompanying financial statements. No transactions undertaken during the year were required to be reported in Form AOC-2, annexed as Annexure - 3.

CORPORATE GOVERNANCE:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

The Company has a legacy of maintaining highest standards of corporate governance practices. This is based on the philosophy that effective corporate governance practices provides a strong and stable foundation for a successful enterprise. The Company always emphasizes on ensuring integrity and transparency in all its dealings which is always critical to retain the trust of all stakeholders. The core values of the Company's Corporate Governance system comprises of independence, transparency, accountability, responsibility, compliance, ethics, values and trust. We believe that our Corporate Governance practices will enable us to efficiently and ethically execute business operations and enhance shareholders' wealth sustainably for all our stakeholders.

Dynamatic Technologies is committed to maintaining the best standards of Corporate Governance and proactively adopts ethical and transparent governance practices even before they are mandated by law. The Company has always strived towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance including transparency and integrity. Strong leadership and best-inclass corporate governance practices are considered one of the major strengths of the Company.

The Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance, pursuant to the requirements of the Listing Regulations, forms part of the Annual Report. M/s. Ratish Tagde & Associates, Company Secretary in Practice, had conducted the Corporate Governance audit for the year under review. A certificate from M/s. Ratish Tagde & Associates, regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT:

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is provided in a separate section and forms part of the Annual Report.

AUDITORS:

Statutory Auditors:

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. In line with the requirements of the Act, M/s. Deloitte Haskins & Sells., LLP, (ICAI Firm Registration No. 117366W/W-100018) are the Statutory Auditors of the Company for a period of five years from the conclusion of 44th Annual General Meeting until the conclusion of 49th Annual General Meeting.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have its cost records audited by a Cost Accountant in practice. The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the FY2022, to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Members are hereby requested to ratify the remuneration payable to Cost Auditor's for the FY2022.

Internal Auditors:

The Internal Audit function is responsible for assisting the Audit & Risk Management Committee on an independent basis with a full status of the risk assessments and management. M/s. KPMG Assurance & Consulting Services LLP was appointed as Internal Auditors of the Company to undertake Internal Audit for the FY2021.

Secretarial Auditor:

The Company had appointed M/s. Ratish Tagde & Associates, Company Secretary in practice, to conduct its Secretarial Audit for the financial year ended 31st March 2021. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure - 4 to this report.

Tax Auditors:

M/s. BVS & Associates, Chartered Accountants, are the Tax Auditors of the Company.

RISK MANAGEMENT POLICY:

At Dynamatics, Risk management is a part of the Business DNA which aids the management adopt an integrated approach to manage current and emerging threats. It plays a key role in business strategy and planning discussions at Dynamatic Technologies setting the boundaries for Group level risk taking within the framework of Dynamatic Technologies risk appetite

Dynamatic Technologies has a robust process in place to identify key risks across the Company and priorities relevant action plans to mitigate all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputation and other risk that have been identified and assessed to ensure that there is sound Risk Management Policy in place to address such concern/risk. Our aim is to help reinforce our resilience by encouraging a holistic approach to the management of risk and return throughout our organization as well as the effective management of our risk, capital and reputation profile.

SEBI has recently vide Notification dated 5th May 2021, extended the applicability and requirement to constitute the Risk Management Committee (RMC) to top 1000 listed entities by market capitalization from the existing top 500 listed entities.

Your Company being one of the top 1000 listed entities by market capitalization will now need to constitute a dedicated committee for Risk Management. Accordingly, a Risk Management Committee, having scope to ensure appropriate risk methodology, processes and systems are in place to monitor, evaluate identified risks and oversee implementation of Risk Management Policy alongside adequacy of risk management systems has been constituted on 7th June 2021.

The RMC has been entrusted with the responsibility of assisting the Board members with risk assessment and its minimization procedures, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.

The Company has a Risk Management Policy in place which enables framing an appropriate action for the key risks identified, so as to make sure that risks are adequately compensated or mitigated in the designated response time.

The main objectives of the said policy include:

i. To ensure that all the current and future material risk exposures of Dynamatic Technologies are identified, assessed, quantified, appropriately mitigated and managed;
ii. To establish a framework for Dynamatic Technologies' risk management process and to ensure company-wide implementation;
iii. To ensure systematic and uniform assessment of risks related with each of the units of Dynamatic Technologies;
iv. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and
v. To assure business growth with financial stability.

The said policy has been uploaded on Company's website (www.dynamatics.com/investor.html).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

HUMAN RESOURCES & DEVELOPMENT:

Dynamatic Technologies believes that Human Resources (HR) are the backbone for the overall growth of the organization and identifying, upgrading of talent & competence of employees is a must. The HR function is to foresee the changes likely to happen in the industry and prepare the employees capabilities accordingly. Multiskilling ability to keep pace with the demands of the digital world, continuously changing diverse labour laws and social scenarios, are kept in mind while steering the human resource. The HR should remain vibrant and flexible to adopt to challenging times. Dynamatic Technologies undertakes the best possible efforts not only to maintain cordial relationships with the employees but also to create an equitable, just, and harmonious work environment conducive to their personal and professional development. Dynamatic Technologies has put in place a customised software to capture attendance of employees and assist carrying out payroll activity completely in a digital format. This software addresses all HR modules from recruitment to separation thus eliminating human intervention and subjectivity. Data pertaining to employees is kept safe and protected in digital form. All communications to employees, both blue and white collared, are made through this platform. As employees can access this system remotely, communication has been more effective.

The Company's focus has always been to acquire, nurture and develop the best talent to prepare them for leadership roles within the organization. There are various ongoing exercises being undertaken to enhance the skills of employees through constant training and learning initiatives. HR team organises sensitization programs and encourage communication to ensure an organizational culture that always provides for a fair and safe working environment for all the employees. The Company has an excellent track record of cordial and harmonious industrial relations and over the years not a single man-day has been lost on account of labour unrest.

HR team has coordinated the activities to protect the health and safety of the employees during the pandemic. Guidelines were prepared listing proactive measures to be taken and routine disciplines to be followed by employees every day to prevent spread of Corona. The necessary infrastructure was put in place on the shop floor and in the canteen areas to maintain social distancing.

Every employee's RT-PCR test status is monitored and periodical testing is ensured, The Company has launched vaccination drives to provide vaccination to all employees and their families in line with Government guidelines and regulations.

CORPORATE SOCIAL RESPONSIBILTY (CSR):

Your Company has a Policy on Corporate Social Responsibility which has been posted on the website of the Company at www.dynamatics.com. Pursuant to the provisions of section 135 and other applicable provisions of the Act read with applicable rules, the company has undertaken various initiatives during FY2021, as follows:

Your company focuses its CSR activities on three thematic areas – Education, Environmental protection and Health care activities.

Dynamatic Technologies engages with "Directorate of Employment & Training, Government of Karnataka" for supporting Industrial Training Institute (ITI) as a centre for excellence for skill development and vocational training. ITI is being supported with provision of equipment for laboratories, volunteering of employees for training sessions, developing training modules and enrolling women students who belong to rural community along with students from underprivileged backgrounds.

Dynamatic Technologies has strengthened its objectives of CSR and through its Skill Development Initiative Team, has been imparting skills to trainees with ITI / Diploma background and in serving workers from the Aerospace Industry, who volunteer to enhance their skill levels. The Dynamatic Skill Initiative team has developed a curriculum for systematically training the ITI passed students, both in theory subjects and on the practical aspects of aircraft structural assembly work which serves as the basis for the 3 months long bridge course. Dynamatic Technologies had two such batches completing their course successfully during this year and the graduated trainees have been employed in various aerospace industries in and around Bangalore. This curriculum has been widely appreciated and is now approved as a two years long Trade (aerospace fitters trade) in Government ITIs all over the country. The course addresses the technical skills in operations such as sheet metal forming, material handling, drilling, riveting, painting and NDT etc.

The Aerospace Skill Development Centre which has been established with all the necessary infrastructure to train the trainees in aerospace subjects under Institute Management Committee, has further come up with two CNC program courses this year, one is in turning and other is in milling. CNC machines are in place at the ITI facility and necessary cutting tools and raw material for practicing on the machines have been provided by Dynamatic Technologies. Classes for fresh batch of trainees are being conducted in these trades and at the same time, the ITI students in the existing trades are also trained in technical and certain soft skills.

The Senior ITI Machinist trainees and ITI faculty were trained on CNC programming both in theory and in practical subjects.

An existing seminar hall at Government Industrial Training Institute has been converted into a fully equipped hall for conducting classes to regular ITI trainees.

CNC Operator-Turning – A Level 3 Course which is registered under Chief Minister's Kaushalya Karnataka Yojane (CMKKY) in Department of Skill Development and Entrepreneurship and Livelihood is continuing to be provided during the year.

Under health care activities, DTL has served the frontline workers in Police departments with necessary PPEs periodically.

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 5, which forms part of this Report.

EXTRACT OF THE ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2020-21 is uploaded on the website of the Company and the same is available at www.dynamatics.com

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

As a proactive measure and to bring awareness about the Act, training sessions from legal experts are conducted for the women employees. Such sessions are now being extended to all employees in a phased manner.

Policy for Safety and Well Being of Women:

An awareness program on Prevention of Sexual Harassment at the workplace was conducted by a team from SASHA (Support against Sexual Harassment) to ensure a safe, secure, friendly and respectful work-environment to all employees. SASHA assists workplaces in the effective implementation of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company strives to create a safe, friendly and inclusive work environment for its employees. During the Financial Year 2020-21, the Company received one complaint on sexual harassment and as of the date of this report the same is pending investigation.

Further, the Company has a fully functional Crèche at the Aerospace Division. The facility is maintained by an efficient team of caretakers and equipped with amenities like a kitchen, rest room and children's play area. The facility is open to all the employees' children and is also monitored through CCTVs for safety. During the year the Crèche facility has been temporarily closed owing to on going Covid-19 pandemic and government regulations. However, the women employees with infant/s have been provided work from home facility. In addition, they are also suitably compensated for Crèche facility.

Women's Day celebrations this year included a chat with the CEO. On this occasion, women employees had an open house with the CEO & Managing Director and shared experiences of working at DTL. All the women employees of the Hydraulics and Aerospace Divisions participated and were excited about meeting with CEO & MD. Women's Day was celebrated at Sheraton Hotel, Bangalore in the month of March-21 by engaging all women employees in the campaign of 'Choose to Challenge' by strictly adhering to all protocols stipulated by the Ministry of Health and State Government authorities, in respect to Covid-19.

This seeks to keep all global citizens aware of the challenges that women still face and the importance of celebrating the social, political, economic and cultural achievements of women.

The HR team has more women in your company than men proving the point that the company has the mandate to increase the women employees in all its functions and improve the gender ratio.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism Policy through which all stakeholders including Directors and employees may report unethical behaviour, malpractices, actual or suspected fraud, wrongful conduct and violation of the Company's code of conduct without fear of reprisal. Details of complaints received, and the action taken are reviewed by the Audit & Risk Management Committee.

During the year under review, the Company / Committee has not received any such complaint. The functioning of the vigil mechanism is reviewed by the Audit & Risk Management Committee from time to time.

This Policy provides for adequate safeguards against victimization of employees who avail of this mechanism. The Policy also provides for direct access to the Chairman of the Audit & Risk Management Committee in order to best manage such events and to enable integrity of information. It is affirmed that no personnel of the Company will be denied access to the Audit Committee. The policy on vigil mechanism may be accessed on the Company's website (https://www. dynamatics.com/investor.html)

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached which forms part of this report. 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 - 6, which forms part of this report.

ENVIRONMENTAL PROTECTION MEASURES:

The Company continuously strives to reduce its environmental footprint, while enhancing livelihood of people across the product value chain. In view of this objective, the Company has adopted several measures for improvement in the field of environment, safety and health. Measures like standard operating procedures, training programmes for all levels of employees regarding resource conservation, environment protection and housekeeping have been conducted. Sustainable living is a part of long-term business strategy of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The information relating to conservation of energy, technology absorption, Research & Development and Foreign Currency is appended as Annexure - 7.

OTHER DISCLOSURES

Events Subsequent to the Date of the Financial Statements

There have been no material changes / commitments affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

Change in the Nature of Business, if any

The Company continues to focus on its key business segments and looks for selective growth / expansion opportunities. There was no change in the nature of business during the year under review. State of the affairs of the Company and future plan of action and outlook is discussed in this report.

Significant & Material Orders Passed by the Regulators

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company's operations in future.

Partnerships and Collaborations

During the year, the Company entered into two major partnerships with Academia and DRDO. It signed a MOU with Indian Institute of Technology (IIT) Kanpur for design and development of unmanned solutions aimed at surveillance and reconnaissance. The Company has also signed an agreement with Central Scientific Instruments Organisation (CSIO) for advanced optical sensors and payload design and development. The partnerships are aimed at developing indigenous products and solutions for Indian Defence and Paramilitary in line with our Prime Minister's clarion call for self-reliance, Atma Nirbhar Bharat.

Credit Rating:

During the year under review, the Company's debt facilities were rated by India Ratings and Research. The instrument wise ratings are as below:

Instrument Type	Rating / Outlook
Long Term Issuer Rating	IND BBB+/Posi tive
Fund Based Working Capital Limit	IND BBB+ / Posi tive / IND A2+
Non-Fund Based Working Capital Limit	IND A2+
Term loan	IND BBB+/Posi tive

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year FY2021 to NSE (DYNAMATECH) and BSE (505242) where the Company's Shares are listed.

Promoters:

The list of the promoters is disclosed for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Mr. Udayant Malhoutra is the promoter of the Company within the definition of 'Promoter' for the purpose of regulations 2(1) (s) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Details of the promoter group are appended as under:

No. Name of the entity / person:

1. JKM Holdings Private Limited
1. Udayant Malhoutra and Company Private Limited
1. JKM Offshore India Private Limited
1. Wavell Investments Private Limited
1. Mrs. Barota Malhoutra
1. Vita Private Limited
1. Christine Hoden (India) Private Limited
1. Primella Sanitary Products Private Limited
1. Greenearth Biotechnologies Limited

GREEN INITIATIVES:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 46th Annual General Meeting of the Company including the Annual Report for FY 2020-21 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year. Your Directors also thank the Government of India, Government of Karnataka and Government of various States in India and government departments / agencies concerned for their co-operation. Your Directors appreciate and value the contributions made by each and every member of the Dynamatic family. The Board would also like to take this opportunity to thank all the Company's customers without whom our success story would not have been possible.

For and on behalf of the Board of Directors

UDAYANT MALHOUTRA CEO & Managing Director DIN : 00053714

P S RAMESH ED – Group Technical Services & HR DIN : 05205364

Place: Bengaluru Date: 7th June 2021

	Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures													(` in lakhs)

Sr No	Name of the Subsidiary	Share	Reserves	Total	Liabilities Total		Investments		Holding % of	Turnover	taxation before Profit	Provision taxation for	taxation Profit after	Proposed Dividend dividend (incl.
		Capital	& Surplus	Assets	[excl. (2) & (3)]	Long-term	Current	Total						tax)
	1	2	3	4	5	6	7	8	9	10	11	12	13	14
	Foreign Subsidiaries (Reporting currency reference mentioned against each subsidiary)
1	Dynamatic Limited UK	6,600	9,003	37,680	22,077	733	-	733	100%	17,154	(1,888)	290	(1,598)	-
2	Yew Tree Investments Ltd,UK	-	1,920	2,060	140	-	-	-	100%	-	69	(18)	51	-
3	Dynamatic US, LLC	-	(503)	(498)	5	-	-	-	100%	31	(130)	-	(130)	-
4	JKM Erla Holdings GmbH, Germany	22	11,002	20,868	9,844	20,864	-	20,864	100%	-	(3,524)	15	(3,540)	-
5	Eisenwerk Erla GmbH	1,329	11,858	28,370	15,183	10,883	-	10,883	100%	40,426	-	-	-	-
6	JKM Global Pte Limited, Singapore	9,596	(374)	10,200	978	10,150	-	10,150	100%	-	(21)	-	(21)	-
	Indian Subsidiaries
7	JKM Erla Automotive Limited	10,792	2,466	13,262	5	13,248	-	13,248	99.99%	-	(15)	-	(15)	-
8	JKM Automotive Limited	1	(2)	1	1	-	-	-	99.99%	-	-	-	-	-
9	JKM Ferrotech Limited*	16,651	(20,330)	10,292	13,971	-	34	34	99.99%	9,235	(2,385)	-	(2,385)	-
10	JKM Research Farm Limited	500	2,077	2,586	9		- -		99.99%		36	10	26

Details of reporting currency and the rate used for converting.

	Closing Rate (in `)	100.77	54.36	75.42	83.09
For Conversion	Average Rate (in `)	97.04	54.35	70.90	78.75
	Currency	GBP	SGD	USD	EURO
Reporting	Reference Currency	a	b	c	d

UDAYANT MALHOUTRA Place: Bengaluru

CEO & Managing Director DIN : 00053714 Date: 07th June 2021

PS RAMESH ED – Group Technical Services & HR DIN : 05205364

Names of subsidiaries which are yet to commence operations: JKM Erla Automotive Limited & JKM Automotive Limited

Names of subsidiaries which have been liquidated or sold during the year: Nil

* JKM Ferrotech Ltd., had executed Assets Purchase Agreement (APA) on 7th April 2021, for sale of its foundry business, situated at Gumidipoondi, Tamil Nadu to Danblock Brakes India Private Limited (DBIPL). As on the date of this report, transfer of assets would be effective subject to satisfactory completion of terms & conditions of the Asset Purchase Agreement, on such date as mutually agreed between the parties

ANNEXURE - 2

DYNAMATIC TECHNOLOGIES LIMITED REMUNERATION POLICY

Preamble

1.1 The Remuneration Policy (hereinafter referred to as the 'Policy') of Dynamatic Technologies Limited and its Indian subsidiaries (hereinafter collectively referred to as "Dynamatic Technologies") is designed to attract, motivate, retain manpower, and improve productivity by creating a congenial work environment, encouraging initiative, personal growth and team work, besides offering appropriate remuneration package. The Policy reflects Dynamatic's objectives for good corporate governance as well as sustained long term value creation for shareholders.
1.2 This Policy applies to Directors, Senior Management including its Key Managerial Personnel (KMP) and other employees of Dynamatic Technologies.

Guiding Principle

2.1 The guiding principle is that the remuneration and other terms of employment shall be competitive in order to ensure that Dynamatic Technologies can attract and retain competent executives.
2.2 The Remuneration Policy for executives reflects the overriding remuneration philosophy and principles of Dynamatic Technologies. When determining the Remuneration Policy and arrangements for Executive Directors/ KMP's, the Nomination and Remuneration Committee ('NRC') considers pay and employment conditions with peers / elsewhere in the competitive market to ensure that pay structures are appropriately aligned and that levels of remuneration remain relevant in this context.
2.3 The NRC while designing the remuneration package considers the level and composition of remuneration to be reasonable and sufficient to attract, retain and motivate the person to ensure the quality required to run the company successfully.
2.4 The NRC while considering a remuneration package ensures a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.
2.5 The NRC considers that a successful remuneration policy must ensure that a significant part of the remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

Reward Principles and Objectives

3.1 This Policy is guided by a common reward framework and set of principles and objectives as envisaged under section 178 of the Companies Act 2013, interalia principles pertaining to determining qualifications, positives attributes, integrity and independence.

Directors

4.1 The Board has decided to pay the Independent directors remuneration in the form of sitting fees for attending Board and Allied Committee meetings. The quantum of sitting fee is fixed by the Board of Directors from time to time subject to statutory provisions. Presently sitting fee is ` 50,000 for every meeting attended by the Independent Directors.
4.2 When considering the appointment and remuneration of Whole Time Directors, the NRC considers pay and employment conditions in the industry, merit and seniority of the person and the paying capacity of Dynamatic.
4.3 The term of office and remuneration of Whole Time Directors are subject to the approval of the Board of Directors, Shareholders and the limits laid down under the Companies Act from time to time.
4.4 Minimum Remuneration: if, in any financial year, the company has no profits or its profits are inadequate, the company shall pay remuneration to Whole-Time Directors in accordance with the provisions of the Schedule V of the Company's Act 2013.

Reward Policy

5.1 Remuneration packages for Whole Time Directors are designed subject to the limits laid down under the Companies Act, 2013 to remunerate them fairly and responsibly. The Whole Time Directors' remuneration comprises salary, perquisites, performance based commission/ reward apart from retirement benefits like Provident Fund, Superannuation, Gratuity etc. as per rules of Dynamatic Technologies.
5.2 The Whole Time Directors are entitled to customary nonmonetary benefits such as conveyance allowance, house rent allowance, leave travel allowance, communication facilities, etc.
5.3 Remuneration also aims to motivate personnel to deliver Company's key business strategies, create a strong performance oriented environment and reward achievement of meaningful targets over the short and long term.

Key Managerial Personnel and Senior Management

6.1 Appointment of KMP & Senior Management and cessation of their service are subject to the approval of the NRC and the Board of Directors. Remuneration of KMP and other Senior Management personnel is decided by the CEO & Managing Director on recommendation of the Whole Time Director concerned, where applicable, broadly based on the Remuneration Policy in respect of Whole Time Directors. Total remuneration comprises:

(a) Fixed Base Salary: set at a level aimed at attracting and retaining executives with professional and personal competence, showing good performance towards achieving Company goals.
(b) Perquisites: in the form of house rent allowance, conveyance allowance, reimbursement of medical expenses, telephone, leave travel, etc.
(c) Retirement Benefits: contribution to provident fund, superannuation, gratuity, etc. as per Statute.
(d) Performance Linked Incentive: performance appraisal is carried out annually and promotions/ increments/ rewards are decided by CEO & MD based on the appraisal and recommendation of the concerned Whole Time Director, where applicable.
(e) Provident Fund: contribution made in accordance with applicable laws and employment agreements.
(f) Severance Payment: in accordance with terms of employment, and applicable statutory requirements, if any.

Other Employees

7.1 Remuneration of other employees is fixed from time to time as per the guiding principles outlined above and considering industry standards and cost of living. In addition to basic salary they are also provided perquisites and retirement benefits as per schemes of the Company and statutory requirements, where applicable. Policy of motivation/ reward/ severance payments are applicable to this category of personnel as in the case of those in the management cadre.

Disclosure of Information

8.1 Information on the total remuneration of members of the Company's Board of Directors, Whole Time Directors and KMP/Senior Management personnel may be disclosed in the Company's annual financial statements as per statutory requirements.

Application of the Remuneration Policy

9.1 This Policy shall continue to guide all future employment of Directors, Company's Senior Management including Key Managerial Personnel and other employees.

Any departure from the Policy can be undertaken only with the approval of the Board of Directors.

Approval of the Remuneration Policy

10.1 This Policy shall apply to all future employment agreements with members of Company's Senior Management including Key Managerial Person and Board of Directors.
10.2 This Policy is binding on the Board of Directors. Any departure from the Policy shall be recorded and reasoned in the Board meeting minutes.

Dissemination

11.1 This Policy shall be published on the website at http:// www.dynamatics.com/investor.html

UDAYANT MALHOUTRA CEO & Managing Director DIN : 00053714

PS RAMESH ED – Group Technical Services & HR DIN : 05205364

Place: Bengaluru Date: 7th June 2021

ANNEXURE – 3

AOC-2

1. Details of contracts/arrangement/transactions not at arm's length basis: Nil

2. Details of contracts/arrangement/transactions at arm's length basis: refer below table (` in lakhs )

Name of related party	Nature of relationship	Nature of contracts/ arrangement/ transactions	Transactions as on 31 Mar 2021	Date of approval by the Board	Amount paid as a advance
		Sale of manufactured goods	182		Nil
Dynamatic Limited,		Purchase of raw materials and toolings	733	mittee meeting held on 03rd July 2020, 31st August 2020, 10th November	Nil
UK	Step Subsidiary	Management fees income	11		Nil
		Corporate Guarantee settled	135		Nil
		Rent Exps	197		Nil
JKM Research Farm Limited	Subsidiary	Rent expense	48		Nil
JKM Erla Automotive Limited	Subsidiary	Equity Investment	440		Nil
		Sales of raw materials and pattern	-		Nil
JKM Ferrotech		Purchase of raw materials and pattern	250		514*
Step Subsidiary Limited	Loan Provided	-		1,088
		Interest	45		Nil
		Corporate Guarantee settled	334	2020 and 12th February 2021	Nil
JKM Holdings Private Limited	Companies over which key management personnel or	Rent paid	4		Nil
Wavell Investments Private Limited	relatives of such personnel are able to exercise significant influence (other related entities)	Purchase of raw materials and components	455	As per the Listing Regulations, appropriate omnibus approvals have been obtained at the Audit and	301*
Udayant Malhoutra	Chief Executive Officer and Managing Director	Managerial remuneration	79		Nil
P S Ramesh	Executive Director - Group Technical Services & Human Resources	Managerial remuneration	85	Risk management Com	Nil
Arvind Mishra	Executive Director and Global COO, Hydraulics Head of Homeland Security	Managerial remuneration	84		Nil
Chalapathi P	Chief Financial Officer	Managerial remuneration	63		Nil
Shivaram V	Head Legal, Compliances and Company Secretary	Managerial remuneration	30		Nil

Note:

* Trade advance extended

Place: Bengaluru Date: 7th June 2021

UDAYANT MALHOUTRA CEO & Managing Director DIN : 00053714

PS RAMESH ED – Group Technical Services & HR DIN : 05205364

ANNEXURE – 4

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014].

The Members of

Dynamatic Technologies Limited

In the light of ongoing pandemic, I have virtually conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dynamatic Technologies Limited ("the Company"). Secretarial Audit was conducted in a virtual manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my virtual/online verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the virtual conduct of secretarial audit, the explanations and clarifications given to me and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended 31st March 2021, complied with the statutory provisions listed hereunder and also that the Company has adopted a proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. I have virtually examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March 2021, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;
1. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made hereunder;
1. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
1. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
1. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act'):
a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) SEBI (Prohibition of Insider Trading) Regulations, 2015;
c) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and
d) SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015

I have relied on the online representations made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The major head/groups of Acts, Laws and Regulations as applicable to the Company are:

(i) Industrial Laws;
(ii) Labour Laws;
(iii) Environmental and prevention of pollution Laws;
(iv) Tax Laws.
(v) Economic and Commercial Laws;
(vi) Legal Metrology Act, 2009 and
(vii) Acts prescribed under Shops and Establishment Act of various local authorities.

I have also virtually examined compliance with the applicable clauses of the following Secretarial Standards issued by the Institute of Company Secretaries of India:

(i) Meetings of the Board of Directors (SS-1); and
(ii) General Meetings (SS-2)

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, except few meeting(s) which were called at shorter-notice and the meetings were held in compliance with the applicable provisions. There is a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Ratish Tagde & Associates. (Company Secretaries)

Mr. RatishTagde (Proprietor) CP.NO. 22018 FCS NO. 6162

Place: Mumbai Date: 7th June 2021

The Members of

Dynamatic Technologies Limited

My Secretarial Audit Report of even date is to be read along with this letter. Due to ongoing pandemic and travel restrictions, I have conducted the Secretarial Audit relying on the information and records made available to me on virtual basis.

1. Maintenance of secretarial record, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively are the responsibilities of the management of the Company. My responsibility is to express an opinion on these secretarial records, systems, standards and procedures based on audit.
1. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on virtual basis and on test basis to ensure the correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
1. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
1. Wherever required, I have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.
1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of management. My examination was limited to the verification of procedures on test basis.
1. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Ratish Tagde & Associates. (Company Secretaries)

Mr. RatishTagde (Proprietor) CP.NO. 22018 FCS NO. 6162

Place: Mumbai Date: 7th June 2021

ANNEXURE – 5

ANNUAL REPORT ON CSR ACTIVITIES

A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

Dynamatic CSR Policy has identified programs such as - Empower Woman, Underserved Communities, and Unemployed Youth through Skill Development and Vocational Training, Equip local communities with basic amenities such as access to Health Care and Safe Drinking Water.

Having identified the CSR Policy and Programs, our mission is to deploy our CSR team and concerned employees to participate in our CSR initiatives in a structured manner. Our objectives is to embed CSR in the overall strategy of the Company and implement CSR activities which build trust with stakeholders and create long term sustainability value with measurable outcome.

We have adopted E3 approach that is, to Equip, Empower and Enrich. Empower and Equip underserved communities while preserving ecological balance and to Enrich art and national heritage. Through our CSR Programme we have been equipping the underserved communities with the amenities they need, empower the rural youth with technical / shop floor skills and knowledge, and support the enrichment of national art and heritage of the nation.

Apart from the above, as a part of Promoting Education, Ensuring Environmental Sustainability and Promoting Health-Care, the company has identified the following programmes for the forthcoming Financial Year:

Special education and employment enhancing vocation skills especially among children, women and the differently abled and livelihood enhancement projects.
Ecological balance, protection of flora and fauna, animal, welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.
Preventive health-care and sanitation, including contribution to the Swach Bharat Drive of the Central Government for the promotion of sanitation and making available safe drinking water
1. Composition of CSR Committee:

Sl. No.	Name of Director	Designation Nature Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Ms. Malavika Jayaram	Chairperson	1	-
2	Mr. Govind Mirchandani	Member	1	1
3	Mr. P.S Ramesh	Member	1	1

Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

The CSR policy of the Company is available on the Company's website www.dynamatics.com.(https://www.dynamatics. com/Investors/Shareholder-Information/)

1. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report). : Not Applicable
1. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sl. No.	Financial Year	Amount available for set-off from preceding financial years (in Rs )	Amount required to be setoff for the financial year, if any (in Rs )
1	2017-18	-	-
2	2018-19	-	-
3	2019-20	-	-
	Total	-	-

1. Average net profit of the company as per section 135(5) Act : ` 679 Lakhs

Sl. No.	Particulars	Amount in Rs Lakhs
A	Two percent of average net profit of the company as per section 135(5) Act for Financial year 2021	13.58
B	Surplus arising out of the CSR projects or programmes or activities of the previous financial years	-
C	Amount required to be set off for the financial year, if any	-
D	Total CSR obligation for the financial year (a+b+c)	13.58

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year.	Amount Unspent (in Rs.)
		Total Amount transferred to Unspent CSR Account as per section 135(6).	Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
(in Rs.)	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
14,68,663	-	NA	NA	-	NA

(b) Details of CSR amount spent against ongoing projects for the financial year: Nil

(1)	(2)	(3)	(4)	(5)		(6) (7)		(8)
Sl. No.	Name of the Project	Item from the list of activities in	Local area (Yes/	Location of the project.		Amount spent for the			Mode of implementation - Direct (Yes/No).	Mode of implementation - Through implementing agency.
		schedule VII to the Act.	No).	State.	District.	project (in Rs.).		Name	CSR registration number.
1.	Promoting Education	Education	Yes	Karnataka	Bangalore	1,33,312	Direct	NA	NA
2.	Ensuing Environmental Sustainability	Environment	Yes	Karnataka	Bangalore	4,92,500	Direct	NA	NA
3.	Promoting Health care	Health	Yes	Karnataka	Bangalore	6,42,851	Direct	NA	NA
				Tamilnadu	Thiruvallore	2,00,000	Direct	NA	NA
	Total					14,68,663

(d) Amount spent in Administrative Overheads : Nil

(e) Amount spent on Impact Assessment, if applicable; Not Applicable

(f) Total amount spent for the Financial Year : ` 14,68,663

(g) Excess amount for set off, if any

Sl. No.	Particular	Amount (in Lakhs)
(i)	Two percent of average net profit of the company as per section 135(5)	` 13.58
(ii)	Total amount spent for the Financial Year	` 14.68
(iii)	Excess amount spent for the financial year [(ii)-(i)]	` 1.10
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	-
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	` 1.10

(a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details); Not Applicable
1. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5); Not Applicable

Place: Bengaluru Date: 7th June 2021

MALAVIKA JAYARAM Chairperson - CSR Committee DIN : 02252302

UDAYANT MALHOUTRA CEO & Managing Director DIN : 00053714

ANNEXURE 6

DETAILS OF REMUNERATION (CTC) OF KEY MANAGERIAL PERSONNEL AND OTHER DIRECTORS:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration of the Employees of the Company (Ratio) for the financial year 2019-20 and the percentage increase in remuneration of Directors and Key Managerial Personnel (KMP) (%) during the Financial Year 2020 -21:

Name & Designation	Category	FY 2019 -20	FY 2020-21	Increase / (Decrease)	Ratio	% Increase\ (Decrease)
Mr. Udayant Malhoutra, CEO & Managing Director	Dir. & KMP	79,29,012	78,77,511	(51,501)	1:16	(1)
Mr. P S Ramesh, Executive Director – Group Technical services and Human Resources	Dir. & KMP	90,40,428	85,40,734	(4,99,694)	1:17	(6)
Mr. Arvind Mishra, Executive Director, Global head of Hydraulics and Head of Home land security, India	Dir. & KMP	90,40,428	84,47,966	(5,92,462)	1:17	(7)
Mr. Chalapathi P, Chief Financial officer	KMP	69,73,194	62,62,035	(7,11,159)	1:12	(10)
Mr. Shivaram V, Head Legal, Compliance and Company Secretary	KMP	30,67,273	30,22,259	(45,014)	1:06	(1)

Name of the Director	Sitting Fees (`)
Mr. Govind Mirchandani	9,50,000
Ms. Malavika Jayaram	3,50,000
Mr. Pradyumna Vyas	6,50,000
Mr. Pierre de Bausset	7,00,000

1. The percentage increase in the median remuneration of employees in this financial year : (1.6 %)
1. The number of permanent employees on the rolls of company as on 31st March 2021: 1007
1. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees other than the managerial personnel is 2.11%

Average percentage increase in the managerial remuneration : (5.27%)

1. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
1. The percentage of equity shares held by the employee in the company (greater than 2% of paid-up capital): NIL. Whether any such employee is a relative of any director or manager of the company and if so, name of such Director or Manager – Not applicable.
1. Details of the employees drawing remuneration of 8.50 lakhs per month or1.02 crores per annum: NIL.

UDAYANT MALHOUTRA CEO & Managing Director DIN : 00053714

PS RAMESH ED – Group Technical Services & HR DIN : 05205364

Place: Bengaluru Date: 7th June 2021

ANNEXURE 7

Details on Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014)

A. Conservation of Energy

All our facilities in India and abroad are built with the environment in mind and the processes are designed for efficiency in usage of resources, energy conservation and to ensure that no waste is transmitted into the environment. The industrial complexes are highly energy efficient and completely non-polluting. This has been made systematic and quantifiable through the implementation of ISO 14000.

1) The steps taken or impact on conservation of energy

As a green energy initiative, Dynamatic Technologies has entered into third party agreement with M/S Clean Max Mercury Power Private Limited, one of the leading solar companies pioneering the sale of energy. The main objective of this program is to cut energy cost and reduce carbon footprint around the Company and this initiative has resulted in Annual Savings up to ` 10 Lakhs

2) The steps taken by the Company for utilizing alternate sources of energy

Under this scheme DTL has agreed to buy 24 Lakhs kWH solar power from vendor at 5.50/Unit. Currently we are incurring average 9.80/Unit.

Dynamatic-Oldland Aerospace has tied with a private partner and will be using solar generated power for its operations. Thus, it has reduced our carbon foot print by going green

3) The capital investment on energy conservation equipment : Nil

B. Technology Absorption

1) The efforts made towards technology absorption.

Research & Development plays a vital role in creating and adopting new technologies to enhance our operational efficiencies. Dynamatic Hydraulics designs and build bespoke geared products for applications in Farm Mechanisation, Construction and Forestry, Mining, Material Handling and Industrial Machines. Most of these geared products are bespoke design using simulations of actual operating conditions of the equipment for which these are designed followed by extensive user trials. The company uses advanced software like Creo-III, Solid works, Anysys, AME SIM and has rapid prototype and validation labs in India and UK. The company holds number of patents on these products. R&D team has some of the best brains on application engineering, product design and validation, process design, material science, integrated system design working in India and UK. The engineering teams also work in collaborative way with the best government and private research labs and institutes in India, UK and US like the DSIO, IIT Kanpur, IISC, BATH University, MSOE. The Aerospace & Hydraulics units in India & the UK; Automotive units in India and Germany work together in finding best solutions to problems leading to better synergies across the group.

The Company's Research & Development is actively driven by a Board level committee constituted as the Technology & Strategy Development Committee.

The Technology & Strategy Development Committee of the Board provides direction to the Company's R&D strategy and on key issues pertaining to R&D technology. The Committee regularly reviews and updates the skills and competencies required, the structure and the processes needed to ensure that the R&D initiatives of today result in products necessary for the sustained and long-term growth of the Company.

2) Some of the benefits derived are product improvement, cost reduction, new product development or import substitution

R&D and innovation continues to be an integral part of the Company's growth strategy, business profitability, sustainability and as a part of its contribution towards the building of the Nation. Dynamatic Science Lab, created by consolidating various research and technology functions, helps to enhance value delivery by leveraging skills and competencies to create new business opportunities.

3) Imported technology (imported during the last three years reckoned from the beginning of the financial year): Dynamatic has inhouse Design and Engineering capabilities in India, UK and Germany. Product design and development leverages on competencies of these teams to create world class products and solutions for our customers globally. We have not imported technologies but have been involved in import substitutions and Make in India in a big way. Our efforts have been lauded by the Prime Minister himself. The company has also won several indigenisation awards and accolades along its journey.
4) Expenditure incurred on Research and Development (` in Lakhs)

Particulars	31st March 2021	31st March 2020
a. Capital	7	92
b. Revenue	306	696
Total	313	788

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

Particulars	31st March, 2021	31st March, 2020
a. Total Foreign Exchange Earned	29,521	35,275
Foreign Exchange Earned	29,521	35,275

b. Total Foreign Exchange Used	6,446	10,713
Import of materials, components, stores & spares, etc	6,154	10,140
Foreign Travels	3	164
Capital Expenditure	92	32
Others, if any	197	377

DIN : 00053714

UDAYANT MALHOUTRA CEO & Managing Director PS RAMESH ED – Group Technical Services & HR DIN : 05205364

Place: Bengaluru Date: 7th June 2021

CEO / CFO CERTIFICATION IN RESPECT OF FINANCIAL STATEMENTS AND CASH FLOW STATEMENT

(Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year ended 31st March 2021)

To,

The Board of Directors Dynamatic Technologies Limited

We, Udayant Malhoutra, Chief Executive Officer & Managing Director and Chalapathi P, Chief Financial Officer of Dynamatic Technologies Limited have reviewed the Financial Statements for the financial year ended 31st March 2021 and we hereby certify and confirm to the best of our knowledge and belief the following:

a. The Financial Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
b. The Financial Statements together present a true and fair view of the affairs of the Company and are in compliance with existing accounting standards, applicable laws and regulations;
c. There are no transactions entered in to by the Company during the year ended 31st March 2021 which are fraudulent, illegal or violative of Company's Code of Conduct;
d. We accept responsibility for establishing and maintaining internal controls for Financial Reporting and we have evaluated the effectiveness of these internal control systems of the Company pertaining to financial reporting. Deficiencies noted, if any, are discussed with the Auditors and Audit Committee, as appropriate, and suitable actions are taken to rectify the same;
e. There have been no significant changes in the above mentioned internal controls over financial reporting during the Financial Year 2020-21

Place : Bengaluru Date : 7th June 2021

Udayant Malhoutra CEO & Managing Director DIN : 00053714

Chalapathi P Chief Financial Officer

BUSINESS OVERVIEW:

Incorporated in 1973, Dynamatic Technologies Limited ('Dynamatic Technologies' or the 'Company') is a manufacturer of highly engineered, mission critical products for the Aerospace, Automotive and Hydraulic industries. With futuristic design, engineering and manufacturing facilities in Europe and India, Dynamatic Technologies serves customers across six continents.

The Company is one of the world's largest manufacturers of hydraulic gear pumps and automotive turbochargers and has held the leadership position in hydraulic gear pumps market for over 46 years. Dynamatic Hydraulics has approximately 75% share of the Indian OEM tractor market and about 35% of the global tractor market. Dynamatic Technologies is a pioneer and leader, amongst the private sector, in both India and the UK, for the manufacture of precision flight critical, and complex airframe structures and aerospace components. It is a Tier-I supplier to the global aerospace OEMs and Primes such as Airbus, Boeing, BEL, Bell Helicopters, Dassault Aviation, Hindustan Aeronautics Limited and Spirit Aerosystems. The Company also manufactures high precision, complex metallurgical ferrous for performance critical components such as turbochargers and exhaust manifolds and has advanced design and development capabilities to support the OEM needs.

Dynamatic Technologies' facilities globally spread across in India (Bengaluru, Coimbatore), United Kingdom (Swindon, Bristol) and Germany (Schwarzenberg), are environmentally sensitive - Green, lean, clean and aligned to our vision of CARE. The Company is vertically integrated, with its own alloy-making and casting capabilities as well as its own captive green energy sources.

Dynamatic Technologies operates in three business segments: Hydraulics, Aerospace & Defence and Automotive & Metallurgy.

Dynamatic Hydraulics is one of the world's largest Hydraulic Gear Products manufacturer with three state-of-theart manufacturing facilities located in India and a facility each in the UK and Milwaukee, USA. This business unit manufactures hydraulic gear pumps in both aluminium and cast-iron in multiple frame sizes. Range of products include high efficiency gear pumps, low torque high speed hydraulic motors, plunger hand pumps, hitch control valves, rock shaft assemblies, power steering valves and mobile control valves for global construction equipment OEMs. It also commands a strong market share on most of these products. The business unit also manufactures bespoke, very high flow scavenging and lubes oil pumps, and water pumps for high horsepower engines, which find applications on off-highway vehicles, marine and offshore equipment. The Company also designs and builds customized hydraulic solutions, from simple hydraulic pumping units to complex marine power packs, aircraft ground support systems to turnkey industrial installations. The division is equipped with advanced innovation and development centers in Bengaluru (India) and Swindon (UK) and holds several patents to its credit. With a rich experience, application engineering and rapid prototyping capabilities, Dynamatic Hydraulics can develop bespoke solutions for OEMs in quick time.

Aerospace & Defence: Dynamatic-Oldland Aerospace® (DOA) is a pioneer and leader in the Indian private sector for the manufacture of high precision airframe and aerospace components. The Company has large infrastructure which is currently catering to the needs of global OEMs such as Airbus, Boeing, Bell Helicopters and domestically working with defence PSU's such as HAL and BEL. The products include control surfaces such as wing, ailerons and wing flaps, fuselages, and other key flight critical airframe structures such as flap track beams. The Aerospace Division has developed excellent capabilities in automated robotic machining, 5 axis components in aluminium, steel and titanium. The Company also has expertise in tooling capabilities.

The Automotive & Metallurgy division supplies performance critical automotive parts for global passenger car and commercial vehicle manufacturers. It produces high precision, complex metallurgical ferrous castings for turbochargers, engine, brakes, transmission, and chassis applications. The Company possesses state-of-the-art manufacturing facility in Germany. Dynamatic can vertically integrate the competence and locational advantages of its facilities to deliver greater value to its customers.

RESEARCH & DEVELOPMENT:

With three design laboratories across India and Europe, Dynamatic Technologies is a leading private R&D organization, with several inventions and patents to its credit. The Company has defined an Intellectual Property (IP) strategy to build an effective portfolio for future monetization, collaboration and risk mitigation, focusing on future technologies and sustainability.

The Company owns 21 patents in various countries including India, USA, UK, Germany, and other European countries. There are few patent applications pending for registration. Besides the patents mentioned above, the Company has registered 8 trademarks and applied for multiple others in various countries including India, the USA and UK. Dynamatic employs over 90 scientists and 600 engineers and technicians with expertise in Product Design and Validation, Simulation, Application Engineering, Mechanical Engineering, Advanced Computer Aided Engineering, Computer Aided Manufacture, Materials & Metallurgical Engineering, Fluid Dynamics and Defence & Aerospace Research. The state-of-the-art JKM Science Center brings together Design Engineering, Development, Prototyping, Metallurgical and Manufacturing Infrastructure enabling the Company to comprehensively address the needs of its global customers.

The Dynamatic Hydraulics Research Laboratory in Swindon, UK, has advanced design knowledge, focused on the Mobile Hydraulics, best-in-class engineering capabilities and intellectual property with several patented products and designs. This facility provides testing and validation of new products for various OEM customers.

GLOBAL MACROECONOMIC SCENARIO:

2020 was an unprecedented year as the world witnessed the COVID-19 pandemic. With social distancing being the only tool to combat the virus during the initial part of the year, the global economy saw a widespread lockdown in several countries. These lockdowns brought economic activity to a complete halt and severely impacted consumer sentiments which resulted in the contraction of the global economy by 3.3% during the year. New virus mutations and the second and third infection wave has still put an uncertainty on the recovery prospects of several developed and emerging nations. Most of the countries have launched nation-wide vaccination initiatives to thwart the spread of the virus. The increased pace of the vaccination drive is anticipated to provide some relief to the economic activity in 2021. In addition, swift policy response from central banks across countries has ensured the flow of credit in the form of relief packages through cash transfers and subsidies. The accommodative monetary policies have ensured excess liquidity in the market to support growth. The combination of gradual easing of lockdowns, mass vaccination drives and accommodative monetary policies are anticipated to support the global economic recovery. As per International Monetary Fund (IMF), the global economy is anticipated to grow at 6.0% in 2021 on the back of low base and various initiatives by respective countries. This growth momentum is expected to continue in 2022 with a growth of 4.4%. The advanced economies are projected to grow at 5.1% in 2021 and 3.6% in 2022 whereas, the emerging economies are expected to post a growth rate of 6.7% in 2021 and 5.0% in 2022, respectively. [Source: IMF World Economic Outlook April 2021]

INDIAN ECONOMY:

Indian economy was already struggling in 2019 on account of various internal and external factors. The situation was further aggravated in 2020 on account of the pandemic related national lockdown. During 2020 the Indian economy contracted by around 8.0%. The economic activity in first half of the year was severely impacted by the pandemic. However, during the later part with gradual opening of the economy, Indian economy registered a strong recovery which helped in limiting the annual contraction. The economy experienced V-shaped recovery driven by growth in demand for consumer durable goods especially in auto sector, retail goods and revival of several infrastructure projects by the government. India is expected to grow at 12.5% in 2021 and reclaim the 'fastest growing economy' status on account of low base effect and continued economic recovery boosted by increased public investment. The growth is anticipated to moderate at around 6.9% in 2022 due to the disappearing of base effect. The increasing FPI inflows and improvement in Balance of Payments (BoP) is expected to further support the Indian economy. Though, there are still uncertainty in the overall recovery of Indian economy in the near term due to the second phase of the Covid-19 but the situation seems to be improving. Furthermore, continued public investment, accelerated vaccine roll-out and surge in domestic demand is anticipated to support the growth forecast for the current year. The expectation of near normal monsoon for the third consecutive year is also likely to help in recovery as India is a net exporter of agricultural produce. [Source: IMF World Economic Outlook April 2021]

INDUSTRY OVERVIEW AND SEGMENT DISCUSSION:

HYDRAULICS:

Dynamatic Hydraulics® is one of the world's largest manufacturers of hydraulic geared products with state-of-theart manufacturing facilities located in India, the UK and the USA. This division manufactures widest range of hydraulic gear pumps in aluminium and cast iron construction, different frame sizes, pressure and flow ratings and designed bespoke for each application, high speed low torque motors, hand pumps, hitch control valves, rock shaft assemblies, lube and water pumps, mobile control valves, orbitrols and complete hydraulic solutions for the Indian and overseas markets.

Industry Overview and Outlook:

Farm Mechanisation:

The domestic tractor industry in India experienced an unprecedented demand in FY21 after a dull Q1 which was impacted due to complete lockdown for almost the entire period. Q2 witnessed a spurt in demand, largely driven by low base and low inventory owing to a dull 2020 and helped by Government of India's proactive measures to boost the Farm Sector. The period also saw good growth in power steering tractors. This was a period when the supply chain eco-system in India was still limping, migrant labour still unavailable (as most of them had moved on to their respective home towns during the lockdown) and the work force availability impacted further due to infections driven quarantine.

Q3 & Q4 witnessed continued increase in demand for the tractors and industry ended up with positive double digit growth YOY.

The projections for FY22 remain strong though industry may witness high single digit growth only. One hopes that we would witness a good Monsoon and Covid Wave 2 & Wave 3 impact will be insignificant.

India holds the second largest agricultural land in the world and is the biggest market for tractors in the Asia-Pacific region. The Government of India has recently introduced new farm laws which is anticipated to further improve the average rural household's disposable income in the medium to long-term. The Indian Meteorological Department (IMT) has predicted a near normal monsoon in 2021 for the third consecutive year. The combination of all these factors is anticipated to continue driving the demand for tractors and other agri-machineries in FY2022.

Construction and Material Handling:

The construction and off-highway vehicles sector experienced a muted performance in Q1 and a good portion of Q2.This was again due to lockdowns in Q1 and its impact on supply chain and labour availability extending to a large part of Q2 as well. The industry witnessed a growth in demand from end October and the trend sustained till Q4 (February).

The Indian budget has been infrastructure focused with significant investments planned in projects like highways, renewable energy and urban transport which is expected to drive demand for construction equipment and building materials. The Government has already allocated USD 24.27 billion and USD 6.85 billion towards transport infrastructure and housing and urban development sector in the Union Budget 2020-21. In addition, policy support such as Housing for All, Smart City Mission and 100% FDI through automatic route in infrastructure are expected to further contribute to the growth in this sector.

Segment Overview:

Dynamatic Hydraulic manufactures high precision hydraulic aggregates for tractors, construction equipment, material handling and machine tool industries. The Company has three state-of-the-art manufacturing facilities at Bengaluru for Geared Products- Pumps and Motors, Integrated Hydraulic solutions like hitch control valves, Rockshaft Assemblies and Power Units for defence applications. This manufacturing facility is supported by the Department of Scientific and Industrial Research (DSIR) approved design, R&D center and a rapid prototyping laboratory.

The Company continues to enjoy a leading market share of approximately 75% in the organized Indian tractor industry and is the partner of choice for almost all the tractor OEMs globally. Dynamatic Technologies also designs and builds hydraulic hitch control valve with draft control and complete rockshaft assembly for the agricultural tractors.

The demand for equipment with higher horsepower (i.e. over 50 HP) is expected to continue to grow faster than the industry both in the domestic market as well as internationally. Dynamatic Technologies is strategically positioned to cater to this market sector with highest installed capacity in India to produce tandem pumps. The tractor industry in India is expected to grow with current farm mechanisation levels only at around 50% as compared to Europe or America where the mechanisation levels are to the tune of 85%. This local demand will continue to drive growth for Dynamatic Technologies, from the local tractor manufacturing companies in India.

There is also an increasing global demand for mid HP tractors (up to 75 HP) that most Indian tractor companies are manufacturing. Current levels of exports stand at meagre 10%, which in next 5 years is expected to rise to over 25%. The growth for Dynamatic Technologies will be driven not just by the domestic demand but also by the demand for domestic tractors in global markets.

The Company is also increasing its share of business with all tractor manufacturing OEMs which will further aid future growth. While continuing to consolidate its market leadership position in agriculture sector and given the growth potential in the construction equipment sector. Dynamatic Technologies is investing in the development of high pressure, heavy-duty cast iron pumps to cater to the construction equipment sector. These products are in various stages of development and testing, which will cater to the global OEMs. The Company has already developed hydro motors for this sector, which are currently undergoing trials with various global OEMs. The Company has also integrated its supply chain into a global supply chain for hydraulics which provides the Company with better bargaining capabilities and enables it to keep its costs competitive.

Operational and Financial Performance

Particulars FY2021		FY2020	Change (%)
Revenue	29,763	29,500	0.9%
EBITDA	3,109	2,286	36.0%
Margin %	10.4%	7.7%

The performance of the Hydraulics segment was severely impacted in the first half of the year due to global slowdown and pandemic related lockdowns. However, in H2 FY2021 the demand increased significantly, resulting in moderate growth in revenue coupled with significant improvement in profitability for the year. The margin enhancement was driven by strong demand across our product portfolio coupled with better product mix. In addition, various cost optimization measures were implemented.

Dynamatic Hydraulics®, Swindon, UK, had a flat 2021 with revenue numbers 9.33 Million Pounds, sliding below 2020 numbers of 9.57 million pounds. This was largely due to impact of Covid-19 and the disruptions in global supply chain ecosystem caused by the pandemic.

Looking forward, 2022 will witness a reasonable growth with tractor industry volumes picking up in USA and the start of production for one of our largest projects in hydraulics in recent times. We are hoping that there would be no further disruptions due to Covid-19 and the supply chain ecosystem which has thus far been constrained will be up and running full scale. This would help us lower our turnaround time and boost our revenues. The market for Farm mechanization and construction equipment in Europe and USA looks reasonably buoyant. Covid has not allowed us to switch to India supply chain to the extent planned. We are hoping that we will be able to realise full potential of the supply base developed in India in the year 2022.

In FY21 Dynamatic Hydraulics received the following awards:

Recognised by India 500 Best Brand, CII and ABK-AOTS Dosakai .

DEC 2020: Quality Excellence Award for ``Best Operational Process'' conducted by World Quality congress

FEB 2021: `` Quality excellence'' award organised by India 500 Best Brand

FEB 2021: Winner of RHODIUM Award & PLATINUM Award in SMED Competition organised by ABK – AOTS Dosakai, Chennai

FEB 2021: Gold award in 39th KAI-ZEN Competition organised by CII

APR 2021 : Silver awards[Two] in 8th Poka Yoke Competition organised by CII

JUN 2021: Silver awards[Two] in 40th KAI-ZEN Competition organised by CII

AEROSPACE & DEFENCE:

Industry Overview and Outlook:

Defence Aerospace:

India's defence manufacturing sector has grown at a CAGR of 3.9% between 2016 and 2020. During FY2020 Indian defence production stood at USD 12.9 billion. As per the 'Defence Production Policy of 2018', India has set a goal of becoming one of the top 5 global producers of the aerospace and defence manufacturing with production target of USD 25 billion by 2025, including annual export target of USD 5 billion. In addition, Defence Acquisition Procedure (DAP) 2020 and Defence Production and Export Promotion Policy (DPEPP) 2020 provides a solid foundation to attract investments and build capabilities for the sector. This policy's support coupled with increasing Foreign Direct Investment (FDI) in defence, is anticipated to drive the growth for Indian aerospace and defence industry going forward.

Commercial Aerospace:

India's civil aviation demand in FY2021 was severely impacted due to pandemic related travel restrictions across the globe. All major airlines have either cancelled or postponed their purchase plans for new aircrafts, which has resulted in significant decline in production forecasts by Airbus and Boeing. However, it is expected to pick-up gradually as the global economies recover from the pandemic and travel restrictions being lifted. The mass vaccination programs being run in advanced and emerging markets will further help the global tourism industry. The aviation sector has been actively adopting strategies like expansion and providing ancillary services to augment value proposition for customers. In addition, capital expenditure by India Government and introduction of various schemes such as Krishi Udaan and UDAN (Ude Desh ka Aam Naagrik) is anticipated to drive the growth of the segment in medium to long term.

India's passenger traffic stood at 341.05 million in FY2020, however, it came down to only 64.80 million for April 2020 to December 2020 due to the impact of Covid-19 pandemic. The domestic and international passenger traffic had exhibited a CAGR of 12.9% and 5.0% between 2016-2020. The recent opening of Indian economy in the second half of FY2021 has helped domestic passenger traffic to reach 75% of the prepandemic levels. Boeing has forecasted the need of 260 new wide body aircrafts by Indian carriers to meet the demand for long haul connectivity to Europe and North America. It has also projected a need of over 2,100 new single-aisle aircraft in next 20 years. The freight traffic grew at a CAGR of 5.3% between 2016-2020 and is expected to grow 6.3% annually going forward.

India is expected to surpass the UK and set to become the third largest aviation market in the world by 2024. The government has plans to build 30 airports in northeast India, including an investment of USD 3.58 billion in the next five years to augment facilities and infrastructure at airports. It has also increased the private participation under its Private-Public Partnership (PPP) to develop six airports in major cities. There are also plans to increase the number of operational airports to 190-200 by FY2040. These initiatives are anticipated to drive growth for the commercial aerospace segment as the economy further opens and travel sector resumes normalcy.

Segment Overview:

Dynamatic-Oldland Aerospace®, India, is a pioneer and a recognized leader in the Indian private sector for the development of complex aero-structures and the manufacture of aircraft parts and accessories. The Company is also vertically integrated to manufacture CNC and sheet metal components, with soft and hard tooling assembly, jig manufacturing along with comprehensive engineering capabilities. The Aerospace & Defence Division has the largest infrastructure in the Indian private sector for the manufacture of complex aero structures. QMS is AS9100 approved, NADCAP approved for heat treatment, spot welding, non-destructive testing and metrology, the Company is also approved by major OEMs like Airbus, Boeing, Bell Helicopters and Dassault. Further, it also caters to domestic requirements from major OEMs like Bharath Electronics Ltd & HAL. This is the first time such capabilities have been developed in the Indian private sector.

The Company's modern and state-of-the-art manufacturing facilities in India and the UK deliver high value to its customers, by seamless integration of highly skilled workforce in India for assemblies and low cost of capital for manufacturing at UK. The Company has launched 'Mission Zero' as the language of change to drive continuous improvement culture for sustainable growth and increase value to the customers and shareholders.

The Company has delivered over 6,500 aircraft sets till date and is working closely with Spirit Aero Systems for the redesign of the Flap Track Beam with a Monolithic structure. Dynamatic Technologies has successfully associated with Airbus on supplies of A330 program the long-range aircraft variants. The Company is a single source supplier making us the largest flap track beam manufacturer in the world.

In FY2021, the company was recognized for its capabilities from Boeing and was tasked to execute a tooling requirement for Boeing T7A Red Hawk aircraft. The company was able to meet the production requirements in a record time despite the pandemic which was recognised by the leadership at Boeing. To highlight few more accomplishment with Boeing, Dynamatics was able to successfully complete first articles on P8-Retrofits and industrialize the P8-India Option. These achievements helped us further strengthen our relationship with the Customer.

In FY21 Dynamatic Oldland-Aerospace® received industry wide recognition and won a few major awards:

JUN 2020: Won 2 PAR EXCELLENCE and 2 EXCELLENCE Awards in 7th National Conclave on 5S organized by QCFI and got selected for International level competition, which is in Nov'21

AUG 2020: Won 2 GOLD Awards in Bangalore Chapter Quality Circle Competition organized QCFI (Virtual)

DEC 2020: DISTINGUISHED in the National Productivity Summit 2020 organized by IMTMA (Virtual)

DEC 2020: Won 1 EXCELLENT Award in the National level Quality Circle Competition organized by QCFI and got selected for International level competition, which is in Nov'21

	Operational and Financial Performance:
--	----------------------------------------	--

Particulars	FY2021	FY2020	Change (%)
Revenue	37,395	49,760	(24.8)%
EBITDA	11,131	15,252	(27.0)%
Margin %	29.8%	30.7%

The performance of the segment was impacted primarily due to travel related restrictions and pandemic. Various travel bans between countries and decline in passenger traffic due to Covid-19 continued to impact the performance of the civil aviation sector. The Company has won orders from the Indian Defence Public Sector Undertakings (PSUs) to mitigate the slowdown in the civil aviation sector. This segment is focused on developing capabilities in large aero-structural assemblies, composites and high precision aero- structure designing and manufacturing.

Dynamatic Homeland Security®, offers cutting edge security products and technologies such as unmanned aerial vehicles, mobile surveillance vehicles and comprehensive integrated border management solutions (CIBMS). These solutions are aimed at enhancing the potential customers' capabilities in countering modern day security threats. The Company has industrial defence production licenses from the Ministry of Commerce & Industry, Government of India for the manufacture of drones (unmanned aerial systems).

During this year, the Company has entered into two major partnerships with Academia and DRDO. It signed a MOU with Indian Institute of Technology (IIT) Kanpur for design and development of unmanned solutions aimed at surveillance and reconnaissance. The Company has also signed an agreement with Central Scientific Instruments Organisation (CSIO) for advanced optical sensors and payload design and development. The partnerships are aimed at developing indigenous products and solutions for Indian Defence and Paramilitary in line with our Prime Minister's clarion call for self-reliance, Atma Nirbhar Bharat.

AUTOMOTIVE & METALLURGY:

Industry Overview and Outlook:

Automobile sales across segments in India, which is the world's fifth largest market, slipped to a six-year low during FY2021, as per Society of Indian Automobile Manufacturers (SIAM). In addition to the ongoing global pandemic, the sector was also impacted due to a structural slowdown, led by a slew of regulatory changes, coupled with a struggling economy. The five-year (2015-16 to 2020-21) compound annual growth rate (CAGR) of the overall auto industry is now negative at 2%, against 5.7% growth it saw in the previous five years (from 2010-11 to 2015-16). The decadal growth in the auto industry has now slowed from 12.8% to 1.8%, indicating other structural challenges in the sector in addition to the pandemic. Also, there is uncertainty in the value chain owing to shortage of manpower, raw material, and other resources. The manufacturers entered the year with a higher cost structure, lower volumes as the BS-IV models are phased out, and BS-VI models ramped up gradually. Helped by a low base of last year and a strong preference for personal mobility, most passenger vehicle makers experienced strong growth in the Q4 FY2021. The first half of FY2021 saw muted demand due to pandemic related restrictions. As per SIAM, the automobile industry sales volumes declined by around 13.6% to 18.6 million units. The performance of the sector was more severely impacted in initial part of the year on account of nation-wide lockdowns and resulting weak consumer sentiments. However, the demand picked up after the gradual opening of economic activities in the second half of the fiscal year. This sudden spurt in demand in the auto industry has been attributed to both pent-up demand as well as excess liquidity in the market provided by lower interest rates.

Segment Overview:

JKM Ferrotech Ltd, the automotive division of the Company located in Chennai, possesses best in class manufacturing and testing facilities with the capability to produce and supply performance critical automotive components. It produces high quality technology oriented components for engine, brake system, transmission, steering and chassis for Indian and global automotive OEMs like, Hyundai Motors India and Daimler India Commercial Vehicles

The Board of JFTL at its meeting held on 1st February 2021, approved the aforesaid proposal and executed an Asset Purchase Agreement (APA) on 7th April 2021.

Eisenwerk Erla GmbH, Germany, is a preferred supplier of precision, complex metallurgical products for automotive engines and turbochargers to leading global automotive OEMs including Audi, BMW, Borg Warner Turbo Emission Systems, Daimler, Volkswagen and Rotax and off-high way vehicle majors. Erla is growing in casting parts for Agriculture and Road construction vehicles which are part of re-designing business model. With a history of over 630 years, Eisenwerk Erla possesses one of the finest ferrous foundries in Europe, capable of manufacturing extremely intricate ferrous castings in exotic metallurgy. It also has strong R&D capabilities with patented technologies specific to the automotive industry. Eisenwerk Erla continues to provide access to the latest technology and the European markets, which differentiates us from our peers in this industry. The Company's machining facility is fully robotized which incorporates the latest technological innovations and will allow Eisenwerk Erla to increase its competitiveness in manufacturing high value precision parts of BMW.

Particulars	FY21 FY20		Change (%)
Revenue	44,187	43,499	1.6%
EBITDA	1,820	2,970	(38.7)%
Margin %	4.1%	6.8%

Note: Excludes JFTL performance and also prior period numbers are adjusted to ensure comparability.

During the year FY2021, the automotive segment saw a reduction in top line profitability due to Covid-19 pandemic. However, with the Company's continued focus on margin expansion, low margin products rationalisation continued during the year. The Auto industry showed resilience during the second half of the year which supported the moderate top line growth of the segment. Over the longer term, the Company expects to derive further synergies. The shift in production facilities from China to Europe will help improve Company's product base and in turn drive business. Overall, Dynamatic Technologies continues to focus on high margin product mix, ramp-up of existing products, performancecritical components, customer diversification and capacity utilization for this segment.

TECHNOLOGY & QUALITY:

Dynamatic Technologies being a Tier-I supplier for OEMs has continuously invested in technology to make the business more cost effective and world class. The Company's best practices include implementing lean manufacturing and continuous improvement programs. Dynamatic Technologies has also launched QSP – Quality, Safety & Productivity, as its new business initiative to emphasise these aspects to the customer.

The Company has state-of-the-art rubber press, inspection equipment like CMM and laser tracker, paint booths, high accuracy 5-axis machines which are one of the largest giga milling machines in the country. This giga milling machine comes with a special probing software system enhancing the capability of the machine beyond a CMM.

Dynamatic Technologies has also launched a skill initiative for its direct and indirect work force using a software called CATI (Competency Assessment & Training Identification). The software is designed to map each of the employees' skill level and training needs. This in turn enables the management to provide the required training for the work force.

The Company has also established an in-house Skill Development Center to train and mentor new recruits. Having adopted a Government ITI under PPP, Dynamatic Technologies provides training to the students, preparing them to serve in any Aerospace and Defence industry in order to make the 'Make In India' drive a great success.

In November 2019, Airbus Group had conducted an Industrial Process Capability Assessment (IPCA+) on DOA. DOA surpassed this evaluation with a fabulous score of 78.6%, which is the highest score any supplier in the aero- structures portfolio had ever achieved. With this score, DOA remains at the top, amongst the list of aero-structure suppliers in Asia.

Dynamatic-Oldland Aerospace®, UK is a demonstrated leader in the development of exacting airframe structures and precision aerospace components. It has two unique state-ofthe-art facilities in Bristol and Swindon, possessing complex 5 axis with robotic machining capabilities for the manufacture of aerospace components and tooling. It also offers a fast-track facility, working with all the major primes and manufactures necessary holding fixtures.

Dynamatic Technologies specializes in reverse engineering, fixtures and design manufacturing. This division is a certified supplier to Airbus UK, GKN Aerospace Europe & USA, Spirit Aero Systems, Boeing, Magellan Aerospace, GE Aviation Systems and Leonardo. It is compliant with BSI ISO 9001:2000 and AS 9100 Rev D standards. Dynamatic Technologies has also been accredited with Environmental Management System (EMS) certification under ISO: 14001.

The Aerospace Division has been continuously expanding to build capabilities in large aero-structures and complex engineering both in the UK and India. The Swindon facility has been expanded and now manufactures main landing gear parts and over wing details for the Airbus fleet. The Company is a pioneer in the Indian and UK private sectors, with a demonstrated track record for the manufacture and development of complex aero structures.

Dynamatic Technologies offers its customers a comprehensive solution of high capex, highly skilled multi axis machining from the UK and high value added, highly skilled sheet metal details and assembly from India. This provides customers with offset credits and best value from two cost models.

ANALYSIS OF KEY RATIOS:

An analysis of key ratios for the period under review is as follows

Profitability Ratios	FY21	FY20	Change %	Comments
EBITDA (Consolidated)	14,901	19,076	(21.89%)	Slowdown in
EBITDA Margins	13.33%	15.51%	218 bps	civil aviation led to under
Net Profit (Consolidated – from continuing operations)	198		7,356 (97.31%)	performance in aerospace segment due to Covid-19
Net Profit Margins	0.18%	5.98%	580 bps	pandemic

Liquidity Ratios	FY21	FY20	Change %	Comments
Debt Equity	1.6	1.6		- Impacted due
Current Ratio	1.4	1.5	(6.67%)	to Covid-19 pandemic
Interest Coverage Ratio	1.0	1.4	(28.57%)

Return Ratios	FY21	FY20	Change %	Comments
Return on Net Worth	0.53%	15.80%	Not	Meaningful Impacted due to Covid-19
Return on Assets	0.14%	3.80%	(366 bps)	pandemic
Return on Capital Employed	8.02%	12.20%	(418 bps)

Turnover Ratios	FY21	FY20	Change %
Creditors Turnover	2.3	2.2	6.24%
Debtors Turnover	5.2	5.3	(2.58%)
Inventory Turnover	2.2	2.2	-

FINANCIAL CONDITION:

Share Capital

Year Ended 31st March	FY21	FY20	Change (%)
Share Capital	634	634	-
Reserves & Surplus	36,242	36,679	(1%)

As at 31st March 2021, the Company had an authorized share capital of 2,500 lakhs, divided into 2,00,00,000 equity shares of10/- each and 500 lakhs divided into 5,00,000 redeemable cumulative preference shares of100/- each. During the year under review, there is no change in the Company's issued, subscribed and paid-up equity share capital.

The Group's Reserves and Surplus were 36,242 lakhs, as on 31st March 2021, and was reduced by 437 lakhs compared to 31st March 2020

The change is attributable to:

Loss recorded during the year	(2,187)
Credit balance arising on consolidation	1,873
Total	(314)
Other Comprehensive Loss during the	184
year
Cross currency reserve (recognised)	(307)
Total	(123)
Net Comprehensive Loss for the year	(437)

Borrowings:

Year Ended 31st March	FY21	FY20	Change (%)
Long term borrowings*	42,687	38,755	10%
Short term Borrowings	15,054	21,995	(32%)
Total	57,741	60,750	(5%)
Lease Liability*	16,645	13,533	23%
Total	74,386	74,283

* Includes Current Maturities

Fixed Assets:

Year Ended 31st March	FY21	FY20	Change (%)
Property Plant and Equipment	44,534	58,863	(24%)
Intangible Assets (Inclusive of Goodwill)	12,581	12,058	4%
Capital work in Progress	325	301	8%
Right-of-use assets	13,702	11,723	17%
Total	71,142	82,945

Capital Expenditure:

During the year under review, the Group incurred capital expenditure of 1,591 lakhs for physical infrastructure,73 lakhs for procurement of intangible assets and `5,995 lakhs towards Right of Use Asset and significant investments have been made in building infrastructure, state-of-the-art machinery, design software, data security, information systems, and design and development activities, for the future benefits of the Company.

Inventories:

The inventories of the Group mainly comprise of raw materials of 7,268 lakhs, work in progress of12,731 lakhs, finished goods of 1,621 lakhs and, stores and spares of855 lakhs.

OPPORTUNITIES & THREATS:

Favourable Government Policies: The Indian Government is focused on transforming India into a manufacturing destination. With this objective, various initiatives such as Make in India, Automotive Mission Plan 2026, and National Electric Mobility Mission Plan (NEMMP) 2020 have been recently launched by the government. These initiatives are anticipated to be beneficial for the manufacturing companies. In addition, the introduction of vehicle scrappage policy in Union Budget 2021-22 is expected to drive demand for new vehicles as the old and unfit vehicles is withdrawn from India roads.

Sourcing Hub: Over the recent years, India has emerged as the global components sourcing hub as the major global OEMs are sourcing components from India for their global operations. Various global Tier-1 suppliers have also announced plans to increase their procurement from India.

Investment in R&D: India is experiencing increased investment in setting-up R&D operations & laboratories to conduct activities such as analysis, simulation & engineering animations. The trend is further supported by the growth of global OEM sourcing from India & increased indigenisation by global OEMs.

Opening of Defense Sector: The Indian Government has increased the FDI limit in defense sector from 49% to 74%, with the objective of enhancing national security, self-sufficiency in product design, increase investments, income and employment. Furthermore, allowing of private participation in the defense sector is anticipated to provide impetus to the indigenous manufacturing in the sector.

Focus on Agriculture Sector and Farmer Income: One of the key focus area of the Indian Government is agriculture sector. Various initiatives have been undertaken over last few years to enhance productivity, reduce wastages and increase farmer's income. All these initiatives coupled with favourable monsoon bodes well for the Tractor and Farm equipment sector.

Strong Technology and Manufacturing Platform: Dynamatic Technologies is always committed to enhance its existing capabilities and with that focus it has made significant investments, in particular, the Aerospace segment. The Company's performance is expected to benefit from the ramp up in the order book of the Aerospace segment.

Diverse Product Portfolio and End Market Segments: Dynamatic Technologies' product portfolio is diversified across three key business segments, namely Hydraulics, Aerospace and Automotive. This spread ensures that the Company performance is relatively stable and not dependent on any single industry segment. The Company has an optimum mix of high growth and stable end markets.

Regulatory changes: Increased stringency and compliance requirements in regulations related to environment and safety standards are expected to increase cost and complexity for the component manufacturers. With a wide product portfolio and a strong R&D base, Dynamatic Technologies is positioned to capitalise on the industry opportunities. Government investment in the automotive sector and infrastructure development will also help Dynamatic Technologies grow.

RISKS & CONCERNS:

Growth in Indian economy: Pandemic induced lockdowns had severely impacted economic activity in the first half of 2020. However, during the second part of the year, the economy experienced a V-shaped recovery. The drivers of growth were mainly the auto sector and retail goods. Various infrastructure projects by the Government have also seen a revival which aided in the growth of the economy. The recent announcements pertaining to increased capital outlay for the defense sector, larger allocation to rural development, infrastructure development and highway construction will prove beneficial to the growth of the Indian economy in the long term.

Competition: The business environment in which the Company operates is highly competitive in nature. In the Auto sector, most OEMs maintain multiple suppliers for their products and do not prefer exclusive contracts. However, Dynamatic Technologies believes that this is not a major concern as they focus on enhancing the quality of the product and ensure customer satisfaction. Furthermore, the longstanding relationship that it has with the global OEMs is an added advantage.

Impact of COVID-19: The outbreak of the COVID-19 virus and the ensuing lockdown imposed across the country led to the standstill of the economy for a major part of FY2021. Towards the later part of the fiscal year, consequent to the gradual opening of economic activity across the nation, the demand had picked up. This was driven mainly by the consumer durables sector and revival of infrastructure activities.

Technological Changes: In today's era, the technology is continuously evolving resulting in smaller lifecycle of the related products. The business segments in which the Company operates are very technology driven and therefore the Company's products also tend to have a shorter life cycle. The Company is aware of the prevailing risk due to technological advancements and has always focused on R&D. Dynamatic Technologies has a dedicated R&D center engaged in design and prototyping of new products, improvement of existing designs and continuous improvement of existing processes. The Company ensures a close working relationship with its customers to understand their evolving needs and focus on providing suitable products to match their expectations and needs.

Foreign Currency Fluctuations: The Company has global operations and given the nature and scale of the business, the Company's operations are exposed to various foreign currencies and related volatilities. The volatility in the foreign exchange rates can impact the financial performance and hence the Company is closely monitoring these risks and adopting appropriate hedges / forward contracts to mitigate such risks, whenever required. In addition, the Company also tries to match the revenue and expenses in the same currency to mitigate cross currency exposure and translations.

Global Macroeconomic Uncertainty: Given the global operations of Dynamatic Technologies, the business operations are dependent on general economic conditions as well as geo-political situations. The global macroeconomic scenario during the year was severely impacted due to the pandemic and the uncertainties continue to prevail over next financial year as well. The lockdowns and safety measures related to the pandemic has also impacted the productivity across the manufacturing facilities. The Company closely monitors the factors impacting the macroeconomic performance in its key markets and to counter these risks continues to broaden its product segments, increase customer base and enhance geographic reach.

RISK MANAGEMENT:

Effective risk management is fundamental to the business activities of the group. While we remain committed to increasing shareholder value by developing and growing our business within our board-determined risk appetite, we are mindful of achieving this objective in line with the interests of all stakeholders

The Company emphasizes on achieving the corporate strategic objectives by following best practices in Risk Management. It has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework.

Our policy is based on the following principles:

The Board of Directors and Management are responsible for monitoring internal risk management
Effective risk management and internal monitoring will reduce the likelihood of errors, wrong decisions and surprises due to unforeseen circumstances;
In order to thrive, an enterprise must take risks. The Management Board is responsible for determining the limits of what is acceptable (referred to as 'risk appetite').
Line managers are responsible for the implementation of risk management for the processes for which they are responsible.

This mechanism is implemented as an integral part of our business processes across the Dynamatic Group Companies and includes recording, monitoring, and controlling internal enterprise business risks and appropriate actions are immediately taken to mitigate such risks

QUALITY MANAGEMENT SYSTEM (QMS):

Dynamatic Technologies is always focused on achieving international quality standards for its products and services. In pursuit of this goal, Dynamatic Technologies has established a comprehensive QMS which encompasses all aspects of the business with a focus on establishing a quality assurance ecosystem that is designed to consistently deliver quality products and superior service.

To achieve product quality assurance, the Company focuses on excellence in in-house production processes while ensuring that suppliers consistently produce components as per specifications.

Aerospace: Dynamatic-Oldland Aerospace® is always focused on achieving international quality standards for its products and services. In pursuit of this goal, the Company has established a comprehensive Aerospace Quality Management System which encompasses all aspects of the business with focus on establishing a quality assurance ecosystem that is designed to consistently deliver quality products and superior service.

During FY2021, your Company has successfully completed the surveillance audits to ISO: 14001 specifications for its Environmental Management System and Information Security Management System (ISO/IEC 27001). Your Company's QMS which is compliant to ISO: 9001 and AS9100 standards since 2006, has evolved and matured and is highly system driven and was audited by DQS and Novostar, India with ZERO nonconformance.

Dynamatic Technologies is also NADCAP accredited (accreditation for special processes in the aerospace and defence industry) for special processes like heat treatment, spot welding, non-destructive testing, measurement & inspection and chemical conversion in the current year got NADCAP for Alodine procases.

For the first time, Boeing carried out a General Performance Assessment (GPA) Assessment of Dynamatic-Oldland Aerospace®, India covering the following categories. Management, Schedule, Quality, Technical, Cost

The assessment was successfully completed with GOLD rating. The General Performance Assessment (GPA) rating is a major critical step in qualifying Dynamatic-Oldland Aerospace® for Boeing Performance Excellence Award.

Hydraulics: Dynamatic Hydraulics® has successfully completed the surveillance audits to ISO: 9001 specifications for Quality Management System and also to ISO:14001 specifications for its Environmental Management System. These two management systems which are merged and called as Integrated Management System (IMS) was audited by UL DQS India. The Company has also successfully completed IS0 45001 AUDIT for occupational health and safety management systems OHSAS.

Automotive & Metallurgy: In FY2020, preparations have been completed for the AS9100 standards, at the facility of Eisenwerk Erla GmbH. However the planned certification during FY2021 has been temporarily deferred due to Covid -19 Pandemic. The Dynamatic Quality Management System (DQMS) addresses the quality requirements and management expectations set out by the global automotive OEM such as BMW, AUDI, VW, Daimler, MAN. DQMS utilizes some of the best tools such as 5S, 8D, FMEA, APQP, Ishikawa, Business Process Re-engineering, Overall Equipment Effectiveness, Root Cause Analysis, Six Sigma, Statistical Process Control, Total Productive Maintenance, Visual Control, Learning-by-Doing and Employee Participation Program (EPP).

Lean Management concepts together with quality tools are being used on the shop floor by management to increase the overall equipment effectiveness (OEE) of the operations. This is achieved by reducing rejections, set ups, cycle time and through effective material management. The EPP has resulted in the participation of employees in innovative activities and their contributions have resulted in continual improvements to work and work processes.

INFORMATION SECURITY MANAGEMENT SYSTEM (ISMS):

Dynamatic - Oldland Aerospace® has a well-established Information Security Management System (ISO/IEC 27001) and has been certified by DQS, India since March 2018 and recertified again for 3 years. During the current year, the company has successfully completed the routine internal audits on Information Security Management System. Over the years, with due training and awareness sessions, the system has matured and data security measures are well established. In the ISMS Policies and Procedures, Data security risks are all addressed in the process and followed in accordance to the ISMS requirements.

The Information Security Management System (ISMS) addresses the Data Security requirements and expectations of aerospace customers like Airbus, Boeing, Bell and HAL and hence it is a key responsibility of the management to protect and safeguard the customer data.

Having the Data Centre upgraded from traditional physical servers to high end "virtualization", wherein, virtual servers are configured and used for various applications, the performance has enhanced and it is now a more effective and reliable data storage. To ensure Business continuity, backup of the entire data of the server is required and is maintained at a different location outside Dynamatic Technologies, Peenya premises.

The Company has moved from traditional on-premises mail system to a robust cloud based mail system. This has enabled users to access mails and use features such as online meetings more effectively.

To enhance effectiveness in our functional systems, SAP Infrastructure on the cloud is being implemented. Functional users can access SAP application securely over the internet.

Awareness training is continuously given to all the employees on Data Security and Password Protection. Encryption has been adopted to ensure data security. Data transfers with customers and suppliers is through secured File Transfer Protocol. Having established a highly reliable system, the customers are comfortable to share the technical information with the Company. Separate virtual servers for each customer, are configured and maintained. The Company has always ensured and protected IP rights of the customers.

Apart from maintaining and upgrading the system, data security features are enabled for remote access where it can be effectively used for data centre resources.

SUPPLY CHAIN MANAGEMENT (SCM) AND PRODUCTIVITY:

Dynamatic Technologies supply chain is modelled around the delivery of enhanced customer and economic value through synchronized management of the flow of physical goods, services, and associated information from sourcing to consumption. Your company's robust supply chain management enables sustainable flow of critical raw materials and acts as a powerful source of competitive advantage.

At Dynamatic Technologies there is a continuous effort to adopt the best practices and tools to achieve excellence in supply chain, driven by a sharp focus on revenue growth, better asset utilization, inventory turns, cost reduction and accelerating cash to cash cycles. Flexibility, reliability and cost efficiency are the key drivers for our Supply Chain Management practices. In order to further enhance the cost efficiency model, the Indian Aerospace operations have been converted into an EOU. During the year, focus was laid on seamlessly integrating our strategic corporate objectives, engineering and IT systems and methods towards an optimum supply chain and productivity model.

Speed to market management tools like Just in Time (JIT) manufacturing and distribution, vendor managed inventory (VMI) of detail parts and efficient customer response.
Improving quality and productivity within operational areas such as warehousing, logistics, inventory management and packaging
Value Addition & Value Engineering (VAVE) involvement with suppliers to drive the cost down
Supplier rating linked scheduling
Supplier audits and onsite training
Global tax minimization including transfer pricing & customs duties
Integrated customer services cell to handle customer complaints and warranty claims

Significant productivity increases can come from effectively managing relationships; information and material flow across enterprise borders. The Company's initiatives to leverage information technology in supply chain activities have resulted in improved efficiency through real-time information exchanges and processing. Dynamatic-Oldland Aerospace® has a 3-tier approach – Strategic, Tactical and Operational to ensure that the Supply Chain Management is operating efficiently and generating highest level of customer satisfaction at optimum cost. These measures have helped your Company improve cost and efficiency in a year, which was otherwise faced with global macroeconomic challenges.

ENVIRONMENT:

Dynamatic Technologies always plans and executes actions to ensure the protection of the environment, conservation of energy resources and at the same time has focus on the health and safety of all its employees. The Dynamatic campus at Peenya has a well-managed green park. Dynamatic Technologies takes steps to ensure sustainable use of resources, maintaining ecological balance, and takes protective steps to minimise waste generation. Compassionate attitude towards environment is an integral part of operations and the Company's vision of sustainable and responsible growth.

Dynamatic Technologies Limited is a ISO: 14001 certified company. The company is ensuring its environment footprint which is of utmost importance especially given the growing awareness and stringency concerning environmental laws globally and the need for industries to responsibly account for their impact on the environment. Accordingly, the Company's policies are aimed towards optimizing usage of natural resources and implementing green technologies for production wherever possible. Techniques such as rainwater harvesting and waste water treatment have been adopted at all plants to minimize water consumption and wastage, considering shortage of water has become a growing concern in our country.

The new factory at Devanahalli is constructed with thermal roofing and thermal walls to conserve energy required to cool the interiors. The design also ensures 100% harvesting of rainwater. This enables adoption of systematic and quantifiable approaches and techniques to minimize impact on the environment.

SAFETY AND HEALTH:

Dynamatic Technologies is focused on creating and ensuring a healthy workplace, free from occupational hazards, to realize its aim of zero incidents. To achieve this vision, emphasis has been on making and implementing rules, training employees on preventive measures, and setting up fool-proofing measures on site. This is further complimented by the implementation of best-in-class engineering standards for design and project execution. This has enabled the company to keep workplace hazards to a minimum. The Company also provides various health benefits such as regular health check-ups and health related awareness programmes for the employees. These initiatives are conducted across all Company facilities and are in line with the Company's objective of maintaining a healthy and motivated workforce.

The Company also undertakes activities which are focused on health and safety of its employees on the shop floor. Awareness campaigns have been undertaken to enforce the use of personnel protective equipment (PPE) at work. At the same time, the Company has been successful in merging the EMS and OHSAS requirements into a common management system called IMS. This has avoided unnecessary duplication of work in monitoring and maintenance of records. The facilities are also certified for ISO 45001 on Occupational Health and Safety Management System by DQS.

We have conducted Covid tests for around 10,000 samples from last year till date as a preventive measure. Covid positive employees are advised to isolate / quarantine themselves for a minimum of 14 days with no wage-cuts.

All Government protocols and guidelines are adhered to in the Company, to mitigate the spread of the virus. The required devices in this regard such as masks, face shield, hand gloves, hand sanitizers are being provided to all employees. To maintain safety at the workplace, sensor-based water dispensers are provided, and air fresheners are kept across all departments.

To protect our employees and their families from the pandemic, we have organised vaccination drives. Also, being a social responsible Company, we have extended the vaccination drive to our customers, vendors and suppliers.

National Safety Week was celebrated in the plant and few events were conducted to bring awareness of safety while at work and while away from work. Special sessions were conducted to bring the awareness about Covid pandemic preventive measures by the way of wearing PPEs, Covid tests and vaccinations.

INDUSTRIAL RELATIONS:

Dynamatic Technologies is always focused on creating a harmonious and inclusive work environment where employees feel motivated to contribute towards the collective goal. This outlook involves providing our employees the requisite perks and benefits, but also equal opportunities for growth and skill development.

The Company is committed to improving day to day work life for the employees through safe work practices, use of personal protective equipment on the shop floor and by continuously educating the workforce through training programmes and demonstrations. The management team also works towards implementing the industry best practices for safety and productivity across locations. On site health care facilities, health and accident insurance coverage, medical feedback from experts and support in maintaining Special health requirements form part of the initiatives undertaken by the Company.

From the beginning of the pandemic (COVID-19), Dynamatic Technologies has undertaken initiatives such as conducting frequent swab tests by setting up trained medical team, enforced COVID-19 appropriate behaviours as per the Government SOPs. Additionally, Dynamatic Technologies has brought out its own COVID-19 SOPs in line with the guidelines issued by MHA to contain the spread of virus. Dynamatic Technologies has set up a sophisticated Bio-security lab approved by NABL and managed by highly qualified and skilled personnel, which helps in identifying positive cases on the same day and further containment measures to be taken.

Dynamatic Technologies has proactively initiated multiple vaccination drives to safeguard its employees and their families. Further Dynamatic Technologies has gone the extra mile to vaccinate customers, vendors, suppliers and employees of neighbouring industries and the other stake holders. The vaccination has covered 100% workforce (First Dose).

In order to bring cohesiveness among employees and having good Industrial Relations climate in the organisation, an initiative was taken to start 'Gurukul' and was inaugurated in the month of Jan-2021. This is a place for meditation, yoga, wellness and other training sessions.

An activity center was inaugurated in the month of Jan-2021, which is a center of refreshment for employees during their leisure time. This activity center is used for playing indoor games like table tennis, carrom, badminton and chess.

Dynamatic Technologies strength lies in its extremely competent and committed workforce, who feel cared for.

WORK CULTURE:

Dynamatic Technologies is always proud of its workforce, which is matured, involved and identifies itself with the company's mission. The Company is constantly focused on creating a conducive work environment through constant bilateral communication with an aim to achieve mutual growth. The Company has put in place an HR development framework to ensure employees' career progression and greater connect with the vision and mission of the Company. This framework rides on multiple programs and opportunities for individual training and development, skill up-gradation schemes, congenial atmosphere for labour-management relationship and equal opportunities. HR policies, practices and the work environment are constantly reviewed to make them current, inclusive and enjoyable. The Company also strives towards acquiring, developing, management and retention of best talent in the market as we focus on optimizing workforce productivity and achieving growth for all.

The focus of the HR team is to promote the recognition of merit and hard work across the work force. They also work towards improving transparency and trust across the organisation. HR teams work towards inculcating Dynamatic vision and values through training, sharing, inspiring, and celebrating, to promote a sense of belonging amongst all the employees of the Company.

Highlights for the Year:

All women employees of the company were given training on "women safety", wherein topics such as self-defence techniques, stress drills, basic strikes and defence were addressed. A workshop on Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace was conducted.

An exclusive session on workplace etiquettes for women employees was organised. Further, we have now started several sessions with a well-known Psychologist to address our employees through dedicated sessions on topics like Wellness, Conflict resolutions etc.

Women's Day was celebrated in the month of March-21 by engaging all women employees in the campaign of 'Choose to Challenge'. This seeks to keep all global citizens aware of the challenges that women still face and the importance of celebrating the social, political, economic and cultural achievements of women.

Birthday celebrations across all units were conducted to give special attention to the employees to make them feel valued and recognized. This also helps in the employee boosting employee morale and retention.

Kannada Rajyotsava was celebrated by the employees across all units on 1st November as a significance of the state formation day.

Ayudha Pooja was celebrated in the month of October to honour and express gratitude for all the instruments that add meaning to our life.

Lakshmi Pooja was celebrated in the month of November during Deepavali and Sankranti was celebrated in the month of January.

Competency Assessment and Training Identification (CATI) software being used by the HR department captures training provided to each employee. The number of hours training imparted is duly captured and also the effectiveness of such training is evaluated.

Dynamatic-Oldland Aerospace® being declared an essential manufacturing Plant, it was imminent to keep the same up and running during the lockdown. Accordingly, all safety measures were taken to open the factory during the lockdown and ensure all employees are given a safe environment to work by conducting timely RTPCR testing, quarantining primary contacts and ensuring that covid affected employees are given adequate medical care and support. Families were re-assured and supported in case of being affected. Medical insurance was extended specifically for covid. Work from home extended wherever possible. Paid leave for positive cases and extended paid leave for critical and hospitalised cases were also provided.

As part of being socially conscious, during lockdown DOA distributed masks, sanitizers & other essentials to police staff working at different locations in Bangalore City for their tireless dedication even in the time of lockdown and also distribution of fruits to the needy in and around factory premises.

In spite of the disruption of business caused by Covid-19 in the first and second waves, Dynamatic-Oldland Aerospace® took initiatives to raise awareness amongst employees and the safety measures to be followed were explained. The MD and CEO addressed the employees in a town hall meeting, briefing them on the proactive steps taken by the Company. Although the entire country was under lockdown, our Company was operational, obtaining necessary approvals from authorities.

SAFE HARBOUR STATEMENT:

Statements in this Management Discussion and Analysis contains "forward looking statements" including, but without limitation, statements relating to the implementation of strategic initiatives, and other statements relating to Dynamatic Technologies' future business developments and economic performance. While these forward looking statements indicate the Company's assessment and future expectations concerning the development of business, a number of risks, uncertainties and other unknown factors could cause actual developments and results to differ materially from expectations. These factors include, but are not limited to, general market, macro-economic, governmental and regulatory trends, movements in currency exchange and interest rates, competitive pressures, technological developments, changes in the financial conditions of third parties dealing with the Company, legislative developments, and other key factors that could affect the business and financial performance. Dynamatic Technologies undertakes no obligation to publicly revise any forward looking statements to reflect future/ likely events or circumstances, competitive pressures, technological developments, changes in the financial conditions of third parties dealing with the Company, legislative developments, and other key factors that could affect the business and financial performance. Dynamatic Technologies undertakes no obligation to publicly revise any forward looking statements to reflect future/likely events or circumstances

The following section discusses various dimensions of our risk management. The risk-related information outlined in this section is not exhaustive and is for information purposes only. The discussion may contain statements, which may be forward looking in nature. Our business model is subject to uncertainties that could cause actual results to differ materially from those reflected in the forward looking statements. Readers are advised to refer to the detailed discussion of risk factors and related disclosures in our regulatory filings, and exercise their own judgment in assessing risks associated with the Company.

Overview

Risk management is a continuous process that is accomplished throughout the life cycle of a Company. It is an organized methodology for continuously identifying and measuring the unknowns; developing mitigation options; selecting, planning, and implementing appropriate risk mitigations; and tracking the implementation to ensure successful risk reduction. Effective risk management depends on risk management planning; early identification and analysis of risks; early implementation of corrective actions; continuous monitoring and reassessment; and communication, documentation, and coordination

The Company has a well-defined Risk Management Policy which has been developed after taking cognizance of the relevant statutory guidelines, Company internal guidelines, empirical evidences and stakeholder feedback. Dynamatic Technologies believes that Risk Management is the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects within the Company environment. Our business plans articulate the key business objectives of the Company through a set of specific goals that have to be achieved in the short-term and strategic goals aimed at achieving our aspirations in the medium term. Several risks can impact the achievement of a business objective. Similarly, a single risk can impact the achievement of several business objectives. Our risk management practices seek to sustain and enhance the long-term competitive advantage of the Company. Our core values and ethics provide the platform for our risk management practices.

Dynamatic Technologies Limited Risk Management Framework

The Following framework shall be used for the implementation of the Risk Strategy

Risk Management: Governance Structure

Our risk management framework works at various levels across the enterprise. The key roles and responsibilities regarding risk management in the Company are summarized as follows:

Level	Key roles and responsibilities
Risk Council (RC)	Comprises Chief Executive Officer (CEO), Chief Operating Officer/s (COO), Chief Financial Officer • (CFO) and Head - Legal, Compliance & Company Secretary
	Responsible for oversight of risk management practices including, identification, impact assessment, • monitoring, mitigation, and reporting
	Reviewing enterprise risks for the achievement of business objectives periodically, initiating mitigation • actions, identifying owners for mitigation actions, and reviewing progress of mitigation actions
Chief Risk	Headed by Head-Legal, Compliances and Company Secretary who also acts as CRO •
Officer (CRO)	Comprises the network of risk managers from business units and specialist groups •
	Facilitating the execution of risk management practices in the enterprise, in the areas of risk • identification, impact assessment, monitoring, mitigation and reporting
Business Unit	Managing their functions as per the Company's risk management practices •
Risk Managers	Ensuring compliance to policies and procedures laid out by the Company in their respective business • units
	Managing risks concomitant to the business decisions relating to their unit, span of control or area of • operations
	Ensuring effectiveness of risk mitigation actions in their units •
	Reporting risk events and incidents relating to their unit in a timely manner •

Key Business Objectives

We have a business planning process and we quarterly review the business objectives of the Company. The corporate performance is measured, monitored and managed on an ongoing basis. The focus of risk management is to assess risks to the achievement of these business objectives and to deploy mitigation measures. This is done through periodic review meetings of the Risk Management Committee and the Risk Council.

Risk Categories

The risk landscape in the current business environment is changing dynamically with the dimensions of Cyber security, Information Security & Business Continuity and Data Privacy figuring prominently in the risk charts of most organizations. To effectively mitigate these risks, we have deployed a risk management framework which helps proactively identify, prioritize and mitigate risks. The framework is based on principles laid out in the four globally recognized standards.

The following broad categories of risks to the business objectives have been considered in our risk management framework:

Strategic: An organization implements strategies in order to reach their goals. Each strategy has related risks that must be managed in order to meet these goals. Risks to the successful execution of the Company's articulated strategies. These originate from the choices we make on markets, business mix, resources and delivery models that can potentially impact our competitive advantage in the medium and long-term.

Operational: Risks inherent to business operations including those relating to quality, delivery, cost competition.

Compliance: Risks emanating out of the policies and procedures. This also includes Regulatory Compliances covering various federal, state, local and foreign laws relating to various aspects of the business operations are complex and non-compliances can result in substantial fines, sanctions etc.

Governance: The current corporate governance models usually cater to the financial sector. Thus, current corporate governance principles haven't proved to be reliable during serious financial crises, We feel that there is a need to place a heavier focus on identifying, monitoring and managing catastrophic risks, irrespective of the chance of such risks actually occurring. This also includes the reputational risk

Reporting: We encourage employees to report risk concerns to managers, who would communicate and coordinate information to be addressed by the appropriate parties.

Key Risk Management Practices

The key risk management practices include those relating to identifying key risks to our business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

Risk identification and impact assessment: Risk register and internal audit findings also provide inputs for risk identification and assessment. Risk survey of executives across units, functions and subsidiaries is conducted on an annual basis to seek inputs on key risks. Operational risks are assessed primarily on three dimensions, namely, strength of underlying controls, compliance to policies and procedures and business process effectiveness.

Risk Evaluation: Risk evaluation is carried out to decide the significance of risks to the Company.

Risk Reporting and Disclosure: Risks to the achievement of key business objectives through the maintenance of Risk register are reported and discussed with the Risk Council and Committee.

Risk mitigation and monitoring: Risk mitigation is done based on risk score which is based on risk impact and risk probability. Risk are transferred, treated or tolerated based on Risk scores.

Integration with strategy and business planning: Identified risks to the business objectives in the near term, mediumterm and long-term are used as one of the key inputs for the development of strategy and annual business plan. Key strategic initiatives are identified to mitigate specific risks.

Risk Management Highlights for the Year

This year has brought a completely different perspective to the risk management and we as an organization have endeavored remain abreast with these highly volatile risk scenarios

The outbreak of the COVID-19 virus and the ensuing lockdown imposed across the country led to the standstill of the economy for a major part of FY2021.

Our robust and dynamic Risk Management processes have continued to improve during this fiscal year with the key focus being on taking care of employees lives and livelihoods together with consolidations and harmonization within the group thereby increasing the synergies at the group level.

Management remained closely involved in important risk management initiatives, which have focused particularly on preserving appropriate levels of liquidity and capital, and effectively managing the risk portfolios

With the advent of the current scenarios, we are working towards strengthening our risk transfer and looking at a more robust framework in view of the emerging risks in the Industry

BUSINESS RESPONSIBILITY REPORT FOR THE YEAR 2020-21 [REGULATION 34(2) (F)]

Introduction

Incorporated in 1973, Dynamatic Technologies Limited ('DTL', 'Dynamatic Technologies' or the 'Company') is a manufacturer of highly engineered, mission critical products for the Aerospace, Automotive and Hydraulic industries. With futuristic design, engineering and manufacturing facilities in Europe and India, Dynamatic Technologies serves customers across six continents with a consolidated revenue of `INR 1,11,820 Lakhs (From Continued Operations) in FY 2020- 21. The Company believes in the core philosophy of 'Good Corporate Citizenship', staying committed to sustainability and the spirit of 'giving back to society.

The Business Responsibility Report highlights the approach of the Company towards creating long-term value for all its stakeholders. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVG-SEE) released by Ministry of Corporate Affairs (MCA) and is in accordance with Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations). This Report provides an overview of the activities carried out by the Company under each of the nine principles outlined in NVG.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) of the Company: L72200KA1973PLC002308
2. Name of the Company: Dynamatic Technologies Limited
3. Registered address: Dynamatic Park, Peenya, Bengaluru 560058, India
4. Website: www.dynamatics.com
5. E-mail Id: [email protected]
6. Financial Year reported: 1st April 2020 to 31st March 2021
7. Sector(s) that the Company is engaged in (industrial activity code-wise): Hydraulic Products (NIC Code:2813); Aerospace Products (NIC Code:3030)
8. List three key products/services that the Company manufactures/provides (as in balance sheet):
Aerospace and Defense
- o Boeing Chinook Ramp & Pylon, P8 Power & Mission Cabinets, Control Surfaces of T-7A Red Hawk Program
- o Bell 407 Helicopter cabins
- o Airbus Flap Track Beams for A318, A319, A320, A321 & A330 family of aircrafts
Hydraulics
o Hydraulic Gear Pumps & Motors
o Rock Shaft Assembly & Hitch Control Valves
o Lube Oil & Water Pumps
Automotive
o High precision, complex metallurgical ferrous castings for passenger cars, commercial vehicles and tractor application
o Components for Engine, Steering, Brakes and Chassis
9. Total number of locations where business activity is undertaken by the Company
a) Number of International Locations: The Company has manufacturing facilities across India, UK and Germany.
b) Number of National Locations: The Company is headquartered in Bengaluru, and operates eight manufacturing plants and four sales offices.
10. Markets served by the Company: The Company is one of the world's largest manufacturers of hydraulic gear pumps and automotive turbochargers and has held leadership position in hydraulic gear pumps market for over 45 years. DTL has 75% share of the Indian organised tractor market and supplies to almost all original equipment manufacturers (OEMs) in India. Dynamatic Technologies is a pioneer and leader in the Indian private sector for the manufacture of high precision airframe structures and aerospace components. It is a Tier-I supplier to the global aerospace OEMs such as Airbus, Boeing, Bell Helicopters and HAL. The Company also manufactures high precision, complex metallurgical ferrous and aluminium castings for performance critical components such as turbochargers and exhaust manifolds and has capabilities to develop automotive components on single-source basis

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital (INR): 6,34,14,430
1. Total Turnover (INR): 51,374 Lakhs (from Continued Operations)
1. Total profit after taxes(INR): 2,825 Lakhs (from Continued Operations)
1. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): ` 14.68 Lacs*
1. List of activities in which expenditure in 4 above has been incurred: -

Description	Project Outlay (`)
Education	1,33,312
Environment	4,92,500
Health	8,42,851
Total	14,68,663

* Please refer to the CSR Report in Annexure - 5 of this Annual Report

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/ Companies? Yes. The Company has ten subsidiaries as given below

Dynamatic Limited, UK, 2. Eisenwerk Erla Gmbh 3. JKM Global Pte Limited, 4. JKM Ferrotech Limited 5. JKM Erla Automotive Limited, 6. JKM Research Farm Limited, 7.JKM Automotive Limited, 8.JKM Erla Holdings Gmbh, 9.Yew Tree Investments Limited, UK and 10. Dynamatic LLC, US

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes. The Company positively influences and encourages its subsidiaries to adopt Business Responsibility (BR) initiatives. All the Company's subsidiaries are guided by Dynamatic Code of Business Conduct to conduct their

business in an ethical, transparent and accountable manner. It also addresses key BR issues like Quality and Customer Value, Corruption and Bribery, Health and Safety, Environment, Human Rights and Employee Well-Being.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: Yes, we actively engage with our key stakeholders, such as supplier communities around our operations, customers, and other business partners on issues through transactional as well relationship-building processes

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR policy/ policies
- 1. DIN Number: 05205364
- 1. Name: Mr. P S Ramesh
- 1. Designation: Executive Director Group Technical Services and Human Resources

No.	Particulars	Details
1	DIN Number (if applicable)	05205364
2	Name	Mr. P S Ramesh
3	Designation	Executive Director - Group Technical Services & Human Resources
4	Telephone number	+91 80 2839 4933 / 34 / 35
5	E-mail Id	[email protected]

b) Details of the BR head

2. Principle-wise (as per NVGs) BR Policy/policies
(a) The NVG on social, environmental and economic responsibilities of business released by MCA has adopted nine areas of business responsibility. These are as follows:
- P1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
- P2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
- P3 Businesses should promote the well-being of all employees.
- P4 Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.
- P5 Businesses should respect and promote human rights.
- P6 Businesses should respect, protect, and make efforts to restore the environment.
- P7 Businesses when engaged in influencing public and regulatory policy, should do so in a responsible manner.
- P8 Businesses should support inclusive growth and equitable development.
- P9 Businesses should engage with and provide value to their customers and consumers in a responsible manner.

(b) Details of compliance (Reply in Y/N)

No.	Questions	P1	P2	P3	P4	P5	P6	P7	P8	P9
1	Do you have policy/ policies for?	Y	Y	Y	Y	Y	Y	Y	Y	Y
2	Has the policy being formulated in consultation with the relevant stakeholders?	Y	Y	Y	Y	Y	Y	Y	Y	Y
3	Does the policy conform to any national / international standards? If yes, specify? (50 words)		Yes, the policies are based on the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' released by the Ministry of Corporate Affairs
4	Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?		Policies, as required by the applicable statutes, are approved by the Board/Committee, and other internal policies are approved by the CEO & Managing Director
5	Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?		Yes, the Company's officials/business heads are responsible for overseeing the implementation of policies with respect to their respective departments
6	Indicate the link for the policy to be viewed online?		http://www.dynamatics.com/
7	Has the policy been formally communicated to all relevant internal and external stakeholders?		The policies are accessible to the employees at all times and are available on the intranet. The policies that are relevant to other
8	Does the company have in-house structure to implement the policy/ policies?		stakeholders are communicated to them from time-to-time. The Whistle Blower Mechanism provides employees to report any concerns or grievances pertaining to any potential or actual violation of Code of Conduct, which covers all aspects of BRR. An Investor grievance mechanism is in place to respond to investor grievances. The Customer Complaints mechanism records the grievances of customers on product and service quality and other issues of interest to them. The supplier, vendor, dealer and other partner forums and ongoing communication captures their concerns and grievances. The continual community engagement, needs assessments, impact assessment serve as a means for communities to represent their concerns and grievances.
9	Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders' grievances related to the policy/ policies?	Yes, any grievances or feed back to the policies can be sent to [email protected]
10	Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?		All policies undergo regular monitoring and review by respective policy owners. Our policies comply with all applicable local laws. They are also aligned with the principles of the National Voluntary Guidelines. In addition to this, we have externally certified management systems.

3. Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company

Seven Board Meetings were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The Board annually reviews points on sustainability, CSR, environment, health, and safety

Please refer "Corporate Governance" section of Annual Report 2020-21 for various Board Committees and their roles and responsibilities.

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report?

How frequently it is published?

Yes, the Company publishes its Business Responsibility Report annually and same can be accessed at www.dynamatics.com. This Report is published, once in a year.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1 [P1]: Ethics, Transparency and Accountability.

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

The Company has adopted the Code of business conduct to remain consistently vigilant and ensure ethical conduct of its operations. All stakeholders are expected to work within boundaries of the Code of business Conduct. The Company ensures compliance of ethical standards by its vendors and contractors through appropriate clauses in their work contracts to which they are obligated. Generally, the contract includes clauses in relation to Human Rights Protection, Corruption practices and other topics related to ethics. Training and awareness of Company's Code of Business Conduct is provided to all employees and relevant stakeholders are also made aware of the same from time to time.

The Company also has a Whistle Blower Mechanism, which is governed by the Whistle Blower Policy. Through this it has placed mechanisms for ensuring confidentiality and protecting the whistle blower from any harassment/ victimization. The Policy covers instances pertaining to any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the whistle blower's right to continue to perform his duties/functions including making of any further protected disclosure. The Policy is directly monitored by the Chairman of the Audit & Risk Management Committee

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

No concerns/complaints were received relating to ethics, bribery and corruption from any of our stakeholders during FY2021.

Principle 2 [P2]: Product Lifecycle Sustainability

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.
a) Dynamatic Hydraulics designs and builds hydraulic geared products and integrated hydraulic solutions. Dynamatic has been involved in Farm Mechanisation of the Indian Farming sector with over 75% of Agri Tractors and Harvester Combines using our pumps and /or hydraulic valves. Indian Farm mechanization today stands at 50~ 53%, way behind Europe or USA where the mechanization is to the extent of 80% and more. Dynamatic is committed in its vision of driving the farm mechanization and farm digitization journey in India towards 80% mark with new innovative products and also scaling up its production. The Agri tractors in India are witnessing a pivot towards power steering. Dynamatic designs bespoke pumps for power steering applications. The company has also designed power steering valves for use on these tractors.
b) Dynamatic has been making constant effort to reduce energy footprint of its products aligned to sustainable development goals. Aligned to this we have built high efficiency, low noise, compact gear pumps for Agri tractors which require lesser metal (conservation of natural resources), improves engine efficiency thus saving power and produces less noise. Being compact in construction, the manufacturing

energy footprint is considerably reduced as well. Higher efficiency translates into lower energy footprint while in operation. This product is designed for environment, DFE.

c) Dynamatic has developed very advanced electronic rock shaft assemblies for use on Agri tractors. These RSAs have far lesser mechanical linkages and are thus more reliable and energy efficient. The use of advanced electrohydraulic valves driven by amplifier cards, all designed in house, gives the farmers infinite point control and repeatability. Fault diagnostics is much easier.
d) Our pumps do not have any hazardous material content and are aligned to ROHS and REACH standards and all our manufacturing facilities are OHSAS certified.
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):
(a) Reduction during sourcing/production/distribution achieved since the previous year throughout the value chain?

Dynamatic-Oldland Aerospace has tied up with a private partner and will be using solar generated power for its operations in this premises. Thus, it has reduced carbon foot print by going green. In the Hydraulic division, extension in the use of hollow extrusion against solid extrusion has led to a reduced consumption of input raw material to the tune of 3 tons per month, thus, reducing the usage of nonrenewable resources. Through energy audits, we have been able to optimize the electricity consumption. We have replaced conventional lightning system to LED leading to energy efficiencies. Recycling of used hydraulic oil by the refining process, while maintaining NAS levels has also reduced the need for procurement of new oil.

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

Dynamatic Technologies Limited has undertaken special efforts in the area of sustainable development. The Company has designed technology to enable a resource efficient, sustainable manufacturing processes and technology required to produce our products. The Company has proactively looked at opportunities in green solutions as well as product designs. In packaging, introduction of recyclable bins has led to reduction in usage of corrugated boxes, thus reducing the Company's environmental footprint.

3. Does the company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

The Company emphasizes on sustainable procurement practices as much as possible. Suppliers are selected based on Dynamatic Code of Conduct and are constantly evaluated against the same. All our suppliers conform to our norms on code of conduct, safety, ethics and other good practices. The Company has also established an effective inter-department communication mechanism enabling the purchases department to act according to production and sales forecasts for the forthcoming quarters to ensure optimum raw material procurement. Supplier quality assurance is focused on continuous development of the supplier thereby ensuring quality of parts supplied and reduction in rejections.

We conduct vendor/supplier meets, where we discuss the expectations from the Code of Conduct and promote its environmental and social standards. We source product services that are environmentally sustainable, such as energy-efficient motors, other electrical accessories, and appliances

4. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work?

If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company engages with multiple suppliers, local and international while preference is always given to local suppliers. Proximity to the Company's location is one significant consideration for selection of suppliers. We also consolidate our imports from various ports to optimize on transport. Preference is given to MSME vendors. The Company also employs local service providers for housekeeping, security, gardening, maintenance and transport. In the process of implementation of operational excellence, vendor partners are given priority in enhancing and upgrading their capabilities thereby meeting the best industry practices and higher levels of productivity.

5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

The Company has in place policies and guidelines to set a direction that addresses environmental protection. The Company has systems and processes in place that takes into account the protection of the environment and our specific actions include recharging ground water using rainwater, and effluent treatment and re-use of treated water for gardening. Our e-waste recycling process takes care of computers, monitors, computer accessories and other electronic office equipment's and specialized agencies are hired to carry out the e-waste disposal. We encourage reduced use of printing papers and thus reduce the use of paper, wherever feasible. Our resource utilization processes enable optimal use of equipment and sharing or transferring of equipment based on their needs and utility.

The Company's procurement team monitors the supply chain and purchase work in tandem with the Company's Engineering and Research Team to identify and source materials that are more sustainable from total life cycle perspective i.e. recyclable and renewable. The waste generated during manufacturing was managed as per regulatory requirements

Principle 3 [P3] :Employees' Well-being

1. Please indicate the Total number of employees: 1,516
1. Please indicate the Total number of employees hired on temporary/contractual/casual basis: 954
1. Please indicate the Number of permanent women employee: 124
1. Please indicate the Number of permanent employees with disabilities: 15 employees and they represent selfdisabilities and self-severe disabilities
1. Do you have an employee association that is recognized by management? Yes
1. What percentage of your permanent employees is members of this recognized employee association? 35.3%
1. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

No.	Category	No. of complaints filed during the financial year	No. of complaints pending as on end of the financial year
1	Child labour/forced labour/involuntary labour. The company does not employ child labour. There were no complaints relating to child labour, forced labour and involuntary labour	Nil	Nil
2	Sexual Harassment	1	1
3	Discriminatory employment	Nil	Nil

1. What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year?
(a) Permanent Employees 78%
(b) Permanent Women Employees 78%
(c) Casual/Temporary/Contractual Employees 93%
(d) Employees with Disabilities 50%

Principle 4 [P4]: Stakeholder Engagement

1. Has the company mapped its internal and external stakeholders?

Yes. The Company has mapped its stakeholders and they include, but are not limited to, shareholders, employees, customers, business partners, suppliers, and the wider communities that we serve.

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?

Yes. The Company has process to address the socially disadvantaged sections of the society. Within the broader stakeholder group of communities, the Company's programmes are mainly driven towards women empowerment and education of children.

The Company is an equal opportunity employer. It has policies instituted to prevent sexual harassment, aid safety of employees, mandate travel guidelines for women employees, obtains employee opinions and grievances through employee touch points, periodic employee satisfaction surveys and code of conduct.

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so.

The Company engages with each of its stakeholders through multiple channels and includes engagement initiatives, feedback process, Code of Conduct briefings and investor meetings. The Company's CSR programmes and projects are aimed at serving the needy, deserving, socio-economically backward and disadvantaged communities, to improve the quality of their Lives. The Company also responded to COVID-19 pandemic by providing relief to the vulnerable community across plant locations.

Principle 5 [P5]: Human Rights

1. Does the policy of the company on human rights cover only the company or extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ Others?

The Company follows a human rights policy which is applicable to all employees. For its subsidiaries, the policy is applicable in line with the local requirements prevailing in the country of operation. The Company also encourages its business partners to follow the policy. Dynamatic Technologies discourages dealing with any supplier/contractor/business associate if it is violation of human rights and also prohibits the use of forced or child labour at all our manufacturing units.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

Our processes enable our stakeholders to voice their grievances and complaints. Dedicated emails are instituted and communicated to each of our stakeholders. Helpdesks are made available to our employees and SLAs put in place for timely closure. During this reporting period, no compliant was received pertaining to human rights violation.

Principle 6 [P6]: Environment

1. Does the policy related to Principle 6 cover only the company or extends to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ others?

The Company's Code of Conduct applies to its business partners, contractors and suppliers. Sustainability has been built into the Company's business processes through the well-defined Companies Code of Conduct. This code re-affirms value system commitments to integrate environmental, social and ethical principles into the Company's business and innovated sustainable mobility solutions with passion to enhance quality of life of communities

2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.

The Company strives for environmental sustainability and complies with all applicable laws and regulations, in all its manufacturing operations. It also seeks to prevent the wasteful use of natural resources and is committed to improving the environment. The Company is particular on decreasing emission of greenhouse gas, optimize consumption of water and energy and the overall management of waste and hazardous materials. Procured star rated electric and electronic equipments and planted tree inside and outside our premises.

The focus was on improving energy efficiency and maximizing use of renewable energy sources, thereby minimizing carbon emissions at the manufacturing plants. Stakeholders are encouraged to improve energy efficiency, reduce carbon emissions, and promote renewable energy at varied levels of the supply chain

3. Does the company identify and assess potential environmental risks?

Yes, Dynamatic Technologies firmly believes in sustainable development which is reinforced by environmental management systems practiced across all our manufacturing units. The Company is consistently making efforts to improve the environment protection measures further.

The Company's Policy guides the efforts in minimizing environmental impacts and continually improve its environmental performance. Environment and climate related risks and impacts are key priorities to the business and the Company has comprehensive strategies in place.

The Company has adopted a holistic Life Cycle Assessment approach to identify and minimize potential environmental risks and impacts across its lifecycle from sourcing to end of life. All manufacturing plants have been certified to Environmental Management Systems (EMS) as per ISO 14001

4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

This is not applicable.

5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc.? Y/N. If yes, please give hyperlink for web page etc.

The Company sources off-site renewable energy at its plant (Chennai) through Power Purchase Agreements (PPA) with Third Party Power Generators. The Company plans to continue to source off-site renewable power in line with regulatory policies / frameworks and tariffs in the States of operation. These efforts will continue to help offset Green-House Gas (GHGs) emissions in the coming years.

Dynamatic Technologies has design technologies to enable resource efficient, sustainable manufacturing processes and technologies required to manufacture its products.

Active measures taken by us towards energy conservation and carbon footprint reduction include using technology to monitor and control the power consumption of air conditioning and other related equipment, use of energy efficient light bulbs, using technology for switching off computer monitors when not in use, motion sensors for lighting controls, etc.

We undertake regular reviews of energy requirements and consumption patterns, with action plans for effective utilization of power, during peak and nonpeak seasons.

We also undertake continuing education and awareness programmes among all employees on energy conservation measures that can be adopted at individual levels, to help conserve power and energy.

6. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/ SPCB for the financial year being reported?

The manufacturing plants in India possess current and valid 'Consents to Operate' and 'Hazardous Waste Authorizations'. The Company has established robust systems for Operation & Maintenance of pollution control facilities and monitor compliance with permissible norms through Government Recognized and National Accreditation Board for Testing & Calibration Laboratories (NABL) approved laboratories. All the plants are compliant within the permissible limits prescribed by Central Pollution Control Board (CPCB) and State Pollution Control Boards (SPCBs) for air emissions, effluent quality and discharge, and hazardous waste disposal. SPCBs periodically monitor the pollution control facilities at the Company's plants.

7. Number of show cause/ legal notices received from CPCB/SPCB which is pending (i.e. not resolved to satisfaction) as on end of Financial Year.

There are no Show Cause Notices / legal notices from CPCB/SPCBs pending resolution by the Company as on end of FY 2020-21.

Principle 7 [P7] : Policy Advocacy

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

Yes. Dynamatic Technologies is a member of several industrial and trade bodies namely;

a. CII (Confederation of Indian Industry)
b. FICCI (Federation of Indian Chamber of Commerce and Industry)
c. ASSOCHAM (Associated Chambers of Commerce and Industry of India)
d. MCC Chamber of Commerce and Industry
e. BCIC (Bangalore Chamber of Industry and Commerce)
f. USIBC (US-India Business Council)
g. IACC (Indo American Chamber of Commerce)
2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

The Company through various industry associations participated in advocating matters relating to advancement of the industry and public good

Principle 8 [P8] : Inclusive Growth

1. Does the company have specified programmes/ initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

The Company undertakes all its initiatives through the CSR Committee of the Board in line with its CSR policy. A brief outline of the policy for undertaking the CSR activities of the Company includes the imparting of education at ITI College Devanahalli, Bengaluru including distribution of textbooks and stationary to school children in the vicinity. The construction of ASDC (Aerospace Skill Development Center) and providing all necessary infrastructure and tools along with providing dedicated trainers.

Please refer the Company's 'Annual CSR Report 2020- 21 for detailed community engagement strategy and key initiatives.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/ government structures /any other organization?

The programmes / projects chosen are a mix of inhouse, external and group level initiatives. The details can be found in Annexure 5 of the Directors Report

3. Have you done any impact assessment of your initiative?

No, the CSR committee internally performs an impact assessment of its initiatives at the end of each year to understand the efficacy of programmes in terms of delivery of desired benefits to the community and to gain insights for improving the design and delivery of future initiatives.

4. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken?

The Company has spent/committed an amount of INR 14.7 lakhs during this financial year. The programmes have been mainly directed towards education / skill development and healthcare including relief measures undertaken in view of COVID-19 pandemic.

Please refer the Company's 'Annual CSR Report 2020- 21 for detailed community engagement strategy and key initiatives

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

Dynamatic Technologies continuously engage with communities surrounding their area of operations through focused meetings. This is done to gauge the needs, priorities and expectations of the local community. Initiatives are thus designed and delivered in a transparent manner in line with inputs from the community itself. This is done to ensure flow of benefits to communities even if the Company is unable to support the programme in the future. This ensures successful adoption by communities to the extent possible.

Principle 9 [P9] : Customer Value

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year?

Customer excellence is one of the operational pillars of our business. We have different mechanisms to build relationships with our customers and continuously engage with them to understand their requirements and be more responsive to their needs. We seek customer feedback and satisfaction through customer meets, transactional feedbacks, and customer satisfaction survey.

The Company has a robust Customer Complaint Management system, which helps in registering complaints, tracking, and resolving customer grievances/complaints to the customer's satisfaction. Through our customer-centric approach, we have achieved a reduction of repeat customer complaints year on year.

Our emphasis on innovation is demonstrated by the number of new products commercialised in the financial year.

2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. /Remarks (additional information)

Yes, Dynamatic Technologies displays product information on its packaging for the benefit of the consumer, over and above what is mandated by local laws like packing commodities rules under legal metrology, Bureau of Indian Standards Act. This additional information is provided to enhance the value consumers can derive from the product and to ensure safe and appropriate use. The additional information on the product label relates to proven directions for use, safety, caution etc. and varies from product to product.

3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so.

There are no cases filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising, and/or anti-competitive behavior during the last five years.

4. Did your company carry out any consumer survey/ consumer satisfaction trends?

Regular customer satisfaction surveys are conducted to assess customer satisfaction levels. Customer Centricity has been intrinsic to our culture. The Company continuously strived to provide best services to enhance our customer engagement. Customer service quality is met through integration of our Customer Relationship Management and Dealer Management System.

CORPORATE GOVERNANCE

REPORT

Company's Philosophy on Code of Governance:

In accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as "SEBI (LODR) Regulations, 2015" or "Listing Regulations"), the report containing the details of governance systems and processes at Dynamatic Technologies Limited are appended here under:

SEBI with an objective to improve the standards of Corporate Governance in India and in line with the needs of dynamic market mandates listed entities to bring in transparency and accountability and report the same in the Annual Report for the benefit of the stakeholders.

Corporate Governance involves the value systems of a Company including the moral, ethical and legal value frame work within which business decisions are taken.

Effective corporate governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The Company's philosophy on corporate governance oversees business strategies and ensures fiscal accountability, ethical corporate behaviour and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.

The Company has a strong legacy of fair, transparent and ethical governance practices and operates within accepted standards of propriety, fair play and justice and aims at creating a culture of openness in relationships between itself and its stakeholders. It has set up a system which enables all its employees to voice their concerns openly and without any fear or inhibition.

The Corporate Governance practices followed by the Company are compatible with International Standards. Your Company has established systems to encourage and recognize employee participation and volunteering in environmental and social initiatives that contribute to Organizational Excellence, Sustainability, Human Resources Development and health of its employees and that of the neighbouring community etc. These actions have become an integral part of your Company's operating plans in discharging social responsibilities too.

The Company believes that a strong disclosure regime is a pivotal feature of market-based monitoring of corporate conduct and is central to the ability of shareholders to exercise their voting rights effectively and that Corporate Governance is vital in enhancing and retaining its stakeholders' trust. The guiding principles of Corporate Governance are becoming an integral part of the business. The Company's Board exercises its fiduciary responsibility in a broad sense in every facet of its operations. The Company's long standing commitment to the high standards of Corporate Governance and ethical business practices is a fundamental shared value of its Board of Directors, Management and Employees.

The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations, 2015, as applicable, with regard to corporate governance.

The Company's philosophy on Corporate Governance envisages enhancing overall Stakeholder's value on a sustained basis by way of:

Constitution of a highly independent Board of appropriate composition, size, varied experience and commitment to discharge its responsibilities and duties.
Ensuring timely disclosures, transparent accounting policies and a strong, independent Board to help preserve shareholders' trust while maximizing long-term shareholders' value and respecting minority rights.
Best practices identified based on benchmarking certain global governance standards with core values of transparency, professionalism, empowerment, equity and accountability.
Fulfilling obligations to other stakeholders such as customers, suppliers, financiers, employees, Government and to society at large
Upholding, sustaining and nurturing core values in all facets of its operations through growth and innovation.
Maximizing national wealth and adhering to transparent actions in business

This philosophy has helped the Company to transform itself into a higher plane of leadership, better transparency and accountability.

The Company's commitments towards Corporate Governance started well before the law mandated such practice. The Company continuously reviews its Corporate Governance policies and practices with the clear goal of not merely complying with statutory requirements in letter and spirit but also to constantly endeavour to implement the best international practices of corporate governance in the overall interest of all stakeholders.

Some Corporate Governance Initiatives are as follows:

Comprehensive Digital Compliance Management System:
Board e-Portal:
Paperless Board/Committee Meetings:
Induction kit to Directors:
Evaluation of the performance of Directors on Board:
To ensure best governance, the Company has in place, Code of Business Conduct for Board Members & Senior Management Personnel, Key Accounting Policies etc.
These guidelines are constantly monitored and reviewed by the Board from time to time.
The Board is kept abreast of all significant changes in the legislations which have a bearing on the Directors and / or the Board's operation in any manner from time to time.

• Mr. Ratish Tagde, Company Secretary in practice had conducted the Corporate Governance Audit for the year under review. The Annual Corporate Governance Audit Report on Corporate Governance was placed before the Board which is made part of this Annual Report.

BOARD OF DIRECTORS:

As on 31st March 2021, the Company has nine Directors. Out of the nine Directors, Six are Non-Executive Directors out of which Four are Independent Directors. The profiles of Directors can be found in the "Directors and the KMP Profile" appearing in the "Overview Section" of this Annual Report. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act.

None of the Directors on the Board holds directorships in more than ten public companies. None of the Independent Directors serves as an independent director on more than seven listed entities. Necessary disclosures regarding Committee positions in other public companies as on 31st March 2021, have been made by the Directors. None of the Directors are related to each other.

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

Seven board meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on:

30th April 2020; 3rd July 2020; 31st August 2020; 10th November 2020; 1st February 2021;12th February 2021 and 16th March, 2021. The necessary quorum was present for all the meetings.

The names and categories of the Directors on the Board, their attendance at board meetings held during the year under review and at the last Annual General Meeting ("AGM"), name of other listed entities in which the Director is a director and the number of Directorships and Committee Chairmanships / Memberships held by them in other public limited companies as on 31st March 2021, are given herein below. Other directorships do not include directorships of private limited companies, foreign companies and companies registered under Section 8 of the Act. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he / she is a Director. For the purpose of determination of limit of the Board Committees, chairpersonship and membership of the Audit Committee and Stakeholders' Relationship Committee has been considered as per Regulation 26(1)(b) of SEBI Listing Regulations.

Name of the	AGM					Date of Board Meetings
Directors	24 Sep 2020	30 Apr 2020	03 Jul 2020	31 Aug 2020	10 Nov 2020	01 Feb 2021	12 Feb 2021	16 Mar 2021	Percentage(%) of attendance
Govind Mirchandani DIN:00022583	Y	Y	Y	Y	Y	Y	Y	Y	100
Malavika Jayaram DIN:02252302	Y	Y	-	Y	Y	Y	Y	Y	86
Pierre de Bausset DIN:07178878	Y	Y	Y	Y	Y	Y	Y	Y	100
Pradyumna Vyas DIN:02359563	Y	Y	Y	Y	Y	Y	Y	Y	100
Deitmar Hahn DIN:06414463	Y	Y	Y	Y	Y	Y	Y	Y	100
James Tucker DIN:07093258	Y	Y	Y	Y	Y	Y	Y	Y	100
Arvind Mishra DIN:07892275	Y	Y	Y	Y	Y	Y	Y	Y	100
P S Ramesh DIN:05205364	Y	Y	Y	Y	Y	Y	Y	Y	100
Udayant Malhoutra DIN:00053714	Y	Y	Y	Y	Y	Y	Y	Y	100

A. Details of attendance of each Director at the Board Meetings and at the last year Annual General Meeting

B. COMPOSITION OF THE BOARD AND DIRECTORSHIPS/SHAREHOLDINGS IN THE COMPANY/MEMBERSHIP HELD BY DIRECTORS DURING THE YEAR 2020-21

		Other Public	held in public Company	Committee Memberships		Directorship in other listed
Name of the Director	Category	Companies excluding this Company	As Chairman	As Member	Shareholding in Dynamatic	entity (Category of Directorship)
Mr. Govind Mirchandani DIN:00022583	Independent and Non Executive Director	1. JKM Erla Automotive Limited	Audit Committee		Nil	-
		2.JKM Ferrotech Limited	Audit Committee		Nil
Ms. Malavika Jayaram DIN:02252302	Independent and Non Executive Director	-	-	-	Nil	-
Mr. Pradyumna Vyas DIN:02359563	Independent and Non Executive Director	1.JKM Ferrotech Limited	-	-	Nil	1. Titan Company Limited (Independent Director)
		2. JKM Erla Automotive Limited				2.Kirloskar Brothers Limited (Independent Director)
Mr. Pierre de Bausset DIN:07178878	Independent and Non Executive Director	-	-	-	Nil	-
Mr. Dietmar Hahn DIN:06414463	Non-Executive and Non Independent Director	-	-	-	Nil	-
Mr. James Tucker DIN:07093258	Non-Executive and Non Independent Director	-	-	-	Nil	-
Mr. P S Ramesh DIN:05205364	Executive Director & Group Technical Services and Human Resource	1. JKM Automotive Limited	-	-	Nill
		2. JKM Erla Automotive Limited				-
		3. JKM Research Farm Limited
		4. JKM Ferrotech Limited
Mr. Arvind Mishra DIN:07892275	Executive Director and Global Chief Operating Officer-Hydraulics, Head of	1. JKM Ferrotech Limited	-	-	Nil	-
	Homeland Security	2. JKM Research Farm Limited

Mr. Udayant Malhoutra DIN:00053714	Promoter, CEO and Managing Director	1. Centrust Financial Limited	-	-		-
		2. Greenearth Biotechnologies Limited	-	-	620179
		3. SAN Engineering and Locomotive Company Limited	-	-		-

Familiarisation programme imparted to Independent Directors:

All new independent and non-executive directors inducted to the Board are introduced to our Company culture through orientation sessions. Executive Directors and Senior Management provide an overview of operations and familiarize the new directors on matters related to our values and commitments. They are also introduced to the organization structure, services, Group structure and subsidiaries, constitution, Board procedures, matters reserved for the Board, major risks and risk management strategy. The details of the familiarization program are also available on the Company's website, at (www.dynamatics.com)

Skills / Expertise / Competencies of the Board of Directors:

The following is the list of core skills / expertise in competencies identified by the Board of Directors as required in the context of the Company's business and that the said skills are available with the Board Members:

I. Knowledge on Company's businesses (Hydraulics, Aerospace, Automobile and Metallurgy), policies and culture (including the Mission, Vision and Values), major risks / threats and potential opportunities and knowledge of the Industry in which the Company operates
II. Behavioural Skills attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company
III. Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making
IV. Financial and Management Skills Alongside Technical / Professional Skills and specialized knowledge in relation to Company's business
V. Global Business Understanding, of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions.
VI. Strategy and Planning Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments.
VII. Governance Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values.

The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the requisite skill sets identified by the Board as above and whether the person is a proven leader in running a business that is relevant to the Company's business or is a proven academician in the field relevant to the Company's business. Being a Hydraulics and Aerospace major, the Company's business runs across different industry verticals, geographical markets and is global in nature. The Directors so appointed are drawn from diverse backgrounds and possess special skills with regard to the industries / fields from where they come.

Chart / matrix setting out the skills/expertise/competence of the Board of Directors

The Board of the Company is highly structured to ensure a high degree of diversity by age, education/qualifications, professional background, sector expertise and special skills

The following are the skills as identified by the Board.

Sl, No	Core skills /expertise/ competencies identified by the Board of Directors as required in the context of its business(es) and sector(s)	Names of Directors who have such skills / expertise / competence
1	Finance, Law, Management, Administration, Sales & Marketing, Corporate Governance related to the Company's business	Mr. Pierre de Bausset, Mr. Govind Mirchandani, Ms. Malavika Jayaram,
2	Technical Operations related to the Company, Design & Development, Information Technology, Knowledge on Production, Processing, Quality and Marketing of Aerospace, Hydraulics and Automobile	Mr. Pradyumna Vyas, Mr. James Tucker, Mr. Dietmar Hahn, Mr. Arvind Mishra Mr. Udayant Malhoutra,
3	Management, Strategy, Marketing, Administration, Industrial relations and Human Resources, Technical Operations related to the Company's business	Mr. Udayant Malhoutra Mr. P S Ramesh , Mr. Arvind Mishra,

Responsibilities of the Chairman and Executive Directors:

The Company presently has Mr. Govind Mirchandani, Independent Director as the Chairman of the Board.

Mr. P. S. Ramesh and Mr. Arvind Mishra are the Executive Directors of the Company along with Mr. Udayant Malhoutra (CEO & Managing Director), who is also a Promoter Director.

The Executive Directors of the Subsidiary Companies incorporated abroad are part of the Board as Non-Executive Directors of the Company. There is clear demarcation of responsibilities and authority among these officials.

The Senior Management makes periodic presentations to the Board on the Company performance and business growth of the business units.

Independent Directors

An Independent Director is a person other than an officer or employee of the Company or its subsidiaries or any other individual having a material pecuniary relationship or transactions with the Company which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director and all the Independent Directors possess the requisite qualifications and are experienced in diversified fields and the Independent Directors fulfils the conditions specified in the SEBI regulations and are independent of the Management.

The Independent Directors of the Company have been appointed in terms of the requirements of the Act and the Listing Regulations. Formal letters of appointment have been issued to the Independent Directors and the terms and conditions of their appointment are disclosed on the Company's website at www.dynamatics.com. Separate meetings of Independent Directors of the Company without the presence of the Executive Directors & the Management Representatives were held on 11th February 2021, as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations. At the said meeting, the Independent Directors inter alia:

a. reviewed the performance of Non-Independent Directors and the Board of Directors as a whole;
b. reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
c. assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. All the Independent Directors attended the Meeting of Independent Directors held on 11th February 2021. The Independent Directors expressed their satisfaction to the desired level on the governance of the Board

Term of Directors:

Independent Directors term are governed by applicable provisions of the Companies Act 2013, which in any case does not exceed 2 consecutive terms of 5 years each.

Executive Directors are appointed for a maximum term not exceeding 5 years, liable to retire by rotation, but are eligible for re-appointment.

Non-Executive Directors are liable to retire by rotation in accordance with applicable provisions of the Companies Act 2013, but shall be eligible for re-appointment.

Evaluation Mechanism:

Formal evaluation of the Board is made based on the guidelines laid down by the Nomination & Remuneration Committee.

The criteria for Board Evaluation include inter-alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management's performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development and functioning and quality of relationship between the Board and Management.

Criteria for evaluation of Individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance / support to management outside Board/ Committee Meetings. Currently the Board is well composed with representation of experts from Finance, Legal, Engineering, Marketing Management, Aerospace and Defence, Scientific and Industrial Design etc., In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders' interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include mandate of the Committee and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and Management. The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Board's Report which forms part of the Annual Report. The Nomination and Remuneration Committee has also formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act and the Listing Regulations.

To ensure and drive down gender diversity across Dynamatic group and ensure gender balance on the Board, the Nomination & Remuneration Committee emphasises having representation of more women Directors on the Board.

Board Continuity and Succession Planning:

The Nomination & Remuneration Committee of the Board is vested with the responsibility of ensuring continuity in the Board Management by recommending suitable candidates to the Board, beforehand, in place of those retiring.

As mentioned above, the Dynamatic's Board is well represented with experts from various realms. While ensuring continuity in the Board Management, the Nomination & Remuneration Committee endeavours to fulfil the position of the retiring Director by choosing candidates, ideally, from the same realm as that of the retiring Director so as to ensure balanced representation of Directors on the Board at all times.

		Remuneration
Name of the Director	Sitting fees	Salary	Total
Mr. Govind Mirchandani	9,50,000	-	9,50,000
Ms. Malavika Jayaram	3,50,000	-	3,50,000
Mr. Pradyumna Vyas	6,50,000	-	6,50,000
Mr. Pierre de Bausset	7,00,000	-	7,00,000
Mr. Dietmar Hahn	-	-	-
Mr. James David Tucker	-	-	-
Mr. P S Ramesh, Executive Director & Group Technical Services and Human Resource	-	85,40,734	85,40,734
Mr. Arvind Mishra, Executive Director and Global Chief Operating Officer-Hydraulics, Head of Homeland Security	-	84,47,966	84,47,966
Mr. Udayant Malhoutra, CEO & Managing Director	-	78,77,511	78,77,511

Compensation to Directors (CTC) for the year ended 31st March 2021 is as follows: (in `)

The terms of appointment of the Executive Directors are governed by the provisions of the law and such appointment is subject to termination by either party by giving three months' notice unless termination at a shorter notice is mutually agreed by the concerned Executive Director and the Board of Directors of the Company. As per terms of appointment none of the Executive Directors are entitled to receive any severance fees. Service Contracts are governed as per the terms set out in the resolution by the Shareholders at the General Meeting while appointing the Director(s).

The Company does not have any scheme for grant of stock options either to Directors or to employees.

BOARD COMMITTEES:

Currently, the Board has seven (7) Committees:

1. Audit & Risk Management Committee
1. Nomination and Remuneration Committee
1. Stakeholders' Relationship Committee
1. Technology & Strategy Development Committee
1. Corporate Social Responsibility Committee
1. Finance Committee and
1. Independent Directors' Committee

Procedure at Committee Meetings:

The Company's guidelines relating to Board meetings are applicable to Committee meetings as far as may be practicable. Minutes of the proceedings of the Committee meetings are placed before the Board for perusal and records. The quorum for the meetings is either two members or one third of the members of the Committee, whichever is higher.

AUDIT & RISK MANAGEMENT COMMITTEE:

The Board, at its Meeting held on 21st July 2001, constituted the Audit Committee which was renamed as Audit & Risk Management Committee on 14th August 2014. The powers and scope of the said committee are as mentioned in part C of schedule II of the Listing Regulations. The Board reviews the scope of the Committee and its terms of reference from time to time.

The Audit & Risk Management Committee has met five times in the FY 2020-21 and not more than four months had elapsed between two meetings except in one instance owing to Covid-19 Pandemic. Kindly note that Security Exchange Board of India has allowed the Companies to hold Board and Committee Meetings beyond 120 days vide circular SEBI/ HO/CFD/CMD1/CIR/P/2020/38 dated 19th March 2020.

Objective:

The Audit & Risk Management committee assists the Board in its responsibility:

To oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliances with the legal and regulatory requirements.
To oversee the audit of the Company's financial statements, appointment, independence and performance of Internal Auditors and the Company's risk management policy.

Composition:

The Audit & Risk Management Committee of the Board comprises the following 2 (Two) Independent Directors and 1 (One) Executive Director as on 31st March 2021:

Mr. Govind Mirchandani, Chairman
Mr. Pierre de Bausset
Mr. P S Ramesh

Majority of the members of the Committee are Independent and all are financially literate. The members of the Committee have adequate expertise in finance, accounting and financial management. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and part C of schedule of the Listing Regulations. Extract Terms of reference (Duties, Responsibilities and Powers)

Extract Terms of reference (Duties, Responsibilities and Powers):

The terms of reference of the Audit Committee covers all the matters specified in the areas mentioned in Section 177 of the Act and Regulation 18 read with Part C of Schedule II to the Listing Regulations. The terms of reference of the Audit Committee, inter-alia are as follows:

Oversight of financial reporting process.
Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval.
Evaluation of internal financial controls and risk management systems.
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
Approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the same.
To consider matters with respect to the Dynamatic Technologies Code of Conduct on Director and Senior Management.

Other details:

Five meetings of the Audit Committee were held during the year.
Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.
The Company Secretary acts as the Secretary to the Audit Committee.
Shivaram V is the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code.
Quarterly Reports are sent to the members of the Committee on matters relating to the Insider Trading Code.
The previous Annual General Meeting (AGM) of the Company was held on 24th September 2020, and was attended by Govind Mirchandani, the Chairman of the Audit Committee.

The Company has adequate internal control and Internal Audit system commensurate with its size and nature of its business. The Internal Audit Plan is approved by the Audit Committee and the Internal Auditors directly present their report to the Audit Committee for their consideration.

Attendance at Audit & Risk Management Committee Meetings held during the year 2020-21:

Audit & Risk Management Committee meetings were held on

3rd July 2020
31st August 2020
10th November 2020
1st February 2021
12th February 2021

The requisite quorum was present in above meetings.

Name of the Member	No. of meetings attended
Mr. Govind Mirchandani	5
(Chairman of the Audit
Committee)
Mr. Pierre de Bausset	5
Mr. P S Ramesh	5

The Internal Auditors, representatives of the Statutory Auditors, Chief Financial Officer and CEO & Managing Director of the Company attend as invitees and participate in the Committee meeting/s to review and discuss financial performance, disclosure practices, internal control systems, internal audit reports, feedback reports of management and financial policies of the Company so that the Committee is able to oversee the financial reporting process, make appropriate financial disclosures and implement the terms of reference as mandated by the Board and the terms of the Listing Regulations. The Statutory Auditors and Internal Auditors actively participate and recommend the required policies and changes from time to time.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings

Mr. Govind Mirchandani, Chairman of the Audit & Risk Management committee was present at the Annual General Meeting held on 24th September 2020.

NOMINATION AND REMUNERATION COMMITTEE:

The Company had constituted a "Remuneration Committee" at its Board meeting held on 7th July 2002. Considering the need for developing leadership within the group and the significance of absorbing, retaining and training high quality manpower, the Remuneration Committee was renamed as the "HRD & Remuneration Committee" with effect from 22nd July 2006. Further, the Committee was renamed as the "Leadership, HRD & Remuneration Committee" with effect from 11th February 2008. The powers to recommend the appointment of Directors were earlier vested with the Nomination Committee of the Board and the powers to decide on the appointment of Senior Management remuneration aspects of the Directors / Senior Management and macro HRD matters of the Company was vested with the Leadership HRD & Remuneration Committee.

The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations.

Extract of Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee (NRC) which covers the areas mentioned in Section 178 of the Act and Regulation 19 read with Part D (A) of Schedule II to the Listing Regulations.

The terms of reference of the NRC, inter-alia are as follows:

Recommend to the Board the setup and composition of the Board and its committees.
Recommend to the Board the appointment / reappointment of Directors and Key Managerial Personnel.
Support the Board and Independent Directors in Evaluation of the performance of the Board, its Committees and individual Directors.
Recommend to the Board the Remuneration Policy for Directors, Executive Team or Key Managerial Personnel as well as the rest of employees.
Oversee familiarisation programs for Directors.

Other details:

One Nomination and Remuneration Committee meeting was held during the year under review.
The Company does not have any Employee Stock Option Scheme.
Details of Performance Evaluation Criteria and Remuneration Policy are provided in the report.
The previous AGM of the Company was held on 24th September 2020, and was attended by Mr. Pierre de Bausset, the Chairman of the Nomination and Remuneration Committee.

Composition:

The Committee comprises 3 (three) Independent Directors as on 31st March 2021:

Mr. Pierre de Bausset, Chairman
Mr. Govind Mirchandani
Mr. Pradyumna Vyas

Mr. Pradyumna Vyas, an Independent Director, is the Alternate Chairman to Mr. Pierre de Bausset.

In terms of Regulation 19 of the Listing Regulations read with the provisions of Section 178 of the Companies Act, 2013, all the members of the Nomination and Remuneration Committee are Independent directors.

Attendance at the Nomination and Remuneration Committee Meetings held during the year 2020-21:

The Nomination and Remuneration Committee was constituted by the Board on 8th November 2013. During the FY 2020-21, the Committee had 1 (One) meeting.

Nomination and Remuneration Committee meeting were held on 11th February 2021:

Name of the Member	No. of meetings attended
Mr. Pierre de Bausset, Chairman	1
Mr. Govind Mirchandani	1
Mr. Pradyumna Vyas	1

Performance Evaluation criteria for Directors:

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations, the Annual Performance Evaluation was carried out for the Financial Year 2020 - 21, by the Board in respect of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management, Stakeholders' Relationship and Corporate Social Responsibility Committees.

A structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared after taking into consideration the Guidance note issued by SEBI.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings, degree of fulfilment of key responsibilities, effectiveness of meetings etc. The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment.

Remuneration Policy:

The Company's philosophy for remuneration of Directors, Key Managerial Personnel and all other employees is based on the commitment of fostering a culture of leadership with trust. The Company has adopted a Policy for Remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to this philosophy. The key factors considered in formulating the Policy are as under:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to run the Company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves short and long-term performance objectives appropriate to the working of the Company and its goals.

The Company does not have any Employee Stock Option Scheme.

Remuneration of Directors:

The key principles governing the Company's Remuneration Policy are as follows:

(i) Independent Directors and Non-Independent Non-Executive Directors:

Independent Directors ('ID') are paid sitting fees for attending the Meetings of the Board and of Committees of which they are Members. For Non-Independent and Non-Executive Directors, being employees of overseas subsidiary, no sitting fee is paid.

(ii) Managing Director ('MD')/ Executive Directors ('ED') / Key Managerial Personnel ('KMP')/ rest of the employees:

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence, remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the Sector / Industry / Company's Operations and the Company's capacity to pay, consistent with recognized best practices and aligned to regulatory requirements.

Basic / Fixed Salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition, the Company provides employees with certain perquisites, allowances and benefits in accordance with terms of the Company policy.

The Remuneration and Nomination Policy is displayed on the Company's website www.dynamatics.com

The details of Remuneration/Sitting Fee paid to the Managing Director and Executive Directors along with Independent Directors during the Financial Year 2020-21 is as follows:

a) During the year, there was no pecuniary relationship or transactions between the Company and any of its Independent Directors apart from sitting fees.
b) Non-Executive Directors' compensation and disclosures

The Independent Directors (except Non-Executive and Non-Independent) are paid Sitting fees for attending the meetings of the Board and Committees of the Board. The Company pays a sitting fee of ` 50,000 per meeting per director for attending meetings of the Board and all Committee Meetings. The Company also reimburses out of-pocket expenses incurred by the Directors for attending the meetings as on 31st March 2021.

(Amount in `)

Directors	Sitting Fees (in `)
Mr. Govind Mirchandani (Independent Director)	9,50,000
Ms. Malavika Jayaram (Woman Independent Director)	3,50,000
Mr. Pradyumna Vyas (Independent Director)	6,50,000
Mr. Pierre de Bausset (Independent Director)	7,00,000
Mr. Dietmar Hahn*(Non-Executive and Non-Independent Director)	Nil
Mr. James Tucker* (Non-Executive and Non-Independent Director)	Nil

* Mr. Dietmar Hahn and Mr. James Tucker are not paid Sitting fees as they are full time employees of Subsidiaries.

* No Commission is being paid to the Independent Directors

c) (i) & (ii) The Remuneration details of Managing Director / Executive Directors are mentioned below:

(Amount in `)

Particulars	Mr. P S Ramesh	Mr. Arvind Mishra	Mr. Udayant Malhoutra
Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	78,69,910	77,77,142	72,25,404
Allowances and perquisites	6,70,824	6,70,824	6,52,107
Contribution to Retrial Funds	-	-	-
Incentive	-	-	-
Stock option	-	-	-
No. of Shares held	-	-	6,20,179
Terms of Service Contract	He is appointed for a term of 3 Years with effect from 14th November 2020 to 13th November 2023, by the members of the Company in the 45th annual general meeting held on 24th September 2020.	He is appointed for a term of 3 Years with effect from 09th August 2020 to 8th August 2023, by the members of the Company in the 45th annual general meeting held on 24th September 2020.	He is appointed for a term of 3 Years with effect from 1st October 2020 to 30th September 2023, by the members of the Company in the 45th annual general meeting held on 24th September 2020.
Notice period	3 Months	3 Months	3 Months

(iii) The terms of appointment of the Managing and Executive Directors provide that the appointment may be terminated by either party by giving to the other party three months' notice of such termination or the Company paying three months' remuneration in lieu thereof.

Note: The resolutions appointing these directors do not provide for payment of severance fees.

(iv) Stock options: The Company has not granted Stock Option to any of its Directors

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Extract of Terms of reference:

The terms of reference of the Stakeholders Relationship Committee (SRC) covers the areas mentioned in Section 178 (5) of the Act and Regulation 20 read with Part D (B) of Schedule II to the Listing Regulations. The terms of reference of the SRC, inter-alia are as follows:

Consider and resolve the grievances of security holders.
Consider and approve issue of share certificates, transfer and transmission of securities, etc.
Review activities with regard to the Health Safety and Sustainability initiatives of the Company

Other details

Four meetings of the Stakeholders' Relationship Committee were held during the year under review.
Details of Investor complaints and Compliance Officer are provided in the report.
The previous AGM of the Company was held on 24th September 2020, and was attended by Mr. Pradyumna Vyas the Chairman of the Stakeholders' Relationship Committee.

The Composition of the Stakeholders Relationship Committee and the details of the meetings attended by its members during the financial year ended 31st March 2021 are as under:

The Stakeholders' Relationship Committee comprises 3 (three) Directors as on 31st March 2021. They are

Mr. Pradyumna Vyas, Chairman
Mr. Govind Mirchandani
Mr. Udayant Malhoutra

The Chairman is heading the Committee.

Attendance at the Committee Meetings held during the year 2020-21:

26th June 2020
31st August 2020
10th November 2020
12th February 2021

Name of the Member	No. of meetings attended
Mr. Pradyumna Vyas	4
Mr. Govind Mirchandani	4
Mr. Udayant Malhoutra	4

Compliance Officer:

Mr. Shivaram V, Head - Legal, Compliance & Company Secretary is the Compliance Officer responsible for complying with the requirements of SEBI Regulations.

Investor Grievance report for the year 2020-21:

Details of complaints received and attended to during the financial year 2020-21 are given below:

Subject
No. of complaints pending as on 1st April 2020	Nil
No. of complaints received during the year	Nil
No. of complaints resolved during the year	Nil
No. of complaints pending as on 31st March 2021	Nil
TOTAL	Nil

International Securities Identification Number (ISIN):

ISIN is the identification number for traded shares, which needs to be quoted in every transaction relating to the dematerialized shares of the Company. The ISIN for Company's equity shares is INE221B01012.

Corporate Identity Number (CIN):

The CIN, allotted by the Ministry of Corporate Affairs, Government of India, is L72200KA1973PLC002308.

Dematerialization of Shares and Liquidity:

The equity shares of the Company are traded in dematerialized form. The process of conversion of shares from physical form to electronic form is known as dematerialization. For dematerializing the shares, the Shareholder has to open a demat account with a Depository Participant (DP). The Shareholder is required to fill in a Demat Request Form and submit the same along with the Share Certificate(s) to the DP. The DP will allocate a demat request number and shall forward the request physically and electronically, through NSDL/CDSL to the R&T Agent. On receipt of the demat request both physically and electronically and after verification, the Shares are dematerialized, and an electronic credit of shares is given in the account of the Shareholder.

During 2020-21, 11 demat requests for dematerialization covering 789 shares were received and processed and 2 request for share transmissions covering 870 shares were received and processed.

Transfer of Unclaimed/Unpaid Amounts to the Investor Education and Protection Fund

As per Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with Section 124 of the Act, intimations have been sent to shareholders concerned, requesting them to encash their unclaimed dividends failing which the unclaimed dividends and the corresponding shares held by them shall be transferred to IEPF Authority

As required under Section 124 of the Act read with the IEPF Rules as amended, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority as notified by the Ministry of Corporate Affairs.

The following table gives information relating to outstanding dividend accounts and the dates when due for transfer to IEPF:

Financial Year Ended	Date of declaration of dividend	Last date for claiming unpaid Dividend	Due/ Transferred to IEPF fund due during
2018-19 (Interim Dividend)	10.08.2018	09.08.2025	09.09.2025

Shareholders are requested to get in touch with the RTA for encashing the Unclaimed Dividend amount, if any, standing to the credit of their account.

During the Financial Year 2020-21, there was no transfer of unclaimed dividend nor shares to Investor Education and Protection Fund Authority (IEPF).

Details of shares transferred have been uploaded on the Company's website at www.dynamatics.com.

All requests/communications from Shareholders including request for annual reports, revalidation of dividend warrants, change of address, transmission of shares, deletion of name , Issue of duplicate share certificate, claim of dividend & shares from IEPF authorities etc., are received by Kfin Technologies Private Limited, Hyderabad, Registrars and Share Transfer Agents on behalf of the Company (RTA /Kfintech) and all these requests from the Shareholders have been addressed to their satisfaction.

Every quarter, the Company reviews various communications received by the RTA. These communications and the replies furnished are made available to the Company through RTA's website http://karisma.kfintech.com.

A quarterly report of the same is submitted to the Committee for improving investor relations and services provided to them. Kfintech provides high quality of Shareholder servicing through their services and updated technological support, thereby ensuring that the Company provides its investors with the best possible services.

Suspense Account for the unclaimed shares:

Pursuant to Regulation 39(4) read with schedule VI of the Listing Regulations, the Company has sent three reminders to Shareholders with regard to unclaimed shares out of the shares issued by the Company. Further in terms of the said provision, the Company has opened a demat suspense account with IIFL Securities Limited for crediting unclaimed shares and any corporate benefits in terms of securities accruing on such shares, like, bonus shares, split etc., and thereafter shall be transferred by the listed entity in accordance with provisions of Section 124 and 125 of the Companies Act 2013 and rules made thereunder.

Details of suspense account

As required under clause F of schedule V of the Listing Regulations, the disclosures with respect to demat suspense account / unclaimed suspense account are appended here below:

Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the beginning of the year; 11 Shareholders and 851 shares.

Number of Equity Shareholders approached the Company for transfer of shares from suspense account during the year: Nil

Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the end of the year; 11 Shareholders and number of shares were 851.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Share Transfer Committee – A Sub Committee of Stakeholders' Relationship Committee

A Share Transfer Committee has been constituted by the Board to ensure timely and efficient servicing of requests for share transfers and transmissions.

Composition

The Committee comprises the following members as on 31st March 2021:

• Mr. Udayant Malhoutra, Chairman

Mr. Govind Mirchandani
Mr. Shivaram V

The Committee is vested with the responsibility of approving cases which comply with the required provisions of the applicable laws of India relating to share transmissions, transpositions, duplicate share certificates, exchange, consolidations, etc. on a fortnightly basis. The status on complaints and share transfers is reported to the Stakeholders' Committee and subsequently to the Board.

Share transactions in electronic form can be effected in a much simpler and faster manner. After confirmation of sale / purchase transaction from the broker, Shareholders should approach the depositary participant with a request to debit or credit the account for the transaction Shareholders are periodically requested to utilize the demat facility.

Technology & Strategy Development Committee:

The Technology & Strategy Development Committee, which was constituted by the Board in 2003, provides direction on the Company's Research and Development strategy and on key issues pertaining to R&D technology. The Committee also reviews and updates the skills and competence required, the structure and the process needed to ensure that the R&D initiatives of today result in products necessary for the sustained and long term growth of the Company. The Committee is instrumental in augmenting the Intellectual properties of the Company. Resultant is the host of patents and trademarks for the Company's products and process in India and across the globe from time to time.

Objectives:

Develop products and technologies keeping in mind the customers and business strategy of the Company.
Provide effective project support and assurance to production and its business.
Provide best technical assistance available across the globe.
Exploit synergies through cutting edge technologies.
Deploy scientists, engineers to meet current and future business needs.
Promote and develop Intellectual Property to processes and products.
Work as a Design & Developmental partner with customers in future technologies across the units.
Innovation on extreme efficiency, value, maximization to serve the new market conditions and safety and reliability of assets, across the Company as a part of its DNA.

Composition:

The Board Level Technology & Strategy Development Committee comprises 9 (Nine) Directors as on 31st March 2021.

The Committee comprises the following members:

• Mr. Govind Mirchandani, Chairman

Ms. Malavika Jayaram
Mr. Pierre de Bausset
Mr. Pradyumna Vyas
Mr. Arvind Mishra
Mr. Dietmar Hahn
Mr. P S Ramesh
Mr James Tucker
Mr. Udayant Malhoutra

The Technical and Operations heads attend the Committee meeting to present the improvements made with regard to new technical products and innovation, which deliver greater value to its existing and new customers.

Finance Committee:

The Board, at its meeting held on 5th February 2013, constituted the Finance Committee. The said Committee has been constituted with the following powers:

To approve availing loans, providing necessary security, giving guarantees.
Approve investing funds of the Company.
To consider and approve purchase of securities of wholly owned subsidiary.
To authorize suitable Directors / Personnel of the Company to do such acts and things as is necessary or incidental to give effect to the aforesaid finance related activities of the Company such as registration of documents, affixing common seal of the Company and so on.

Composition:

The Board Level Finance Committee comprises 6 (six) Directors as on 31st March 2021.

The Committee comprises the following members:

• Mr. Govind Mirchandani, Chairman

Ms. Malavika Jayaram
Mr. Pradyumna Vyas
Mr. P S Ramesh
Mr. Arvind Mishra
Mr. Udayant Malhoutra

Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Act

Terms of reference

The terms of reference of the CSR Committee are:

a. Formulate and recommend to the Board, a CSR Policy indicating the activity or activities to be undertaken by the Company as specified in Schedule VII to the Act.
b. Recommend the amount to be spent on CSR activities.
c. Monitor implementation and adherence to the CSR Policy of the Company from time to time.
d. Such other activities as the Board of Directors determine as they may deem fit in line with CSR Policy.

The Board has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on the website of the Company at www.dynamatics.com. The Annual Report on CSR activities for the financial year 2020-21 forms part of the Board's Report.

The composition of the CSR Committee and the details of the meetings attended by its members during the Financial Year ended 31st March 2021 are as under:

Composition:

• Ms. Malavika Jayaram - Chairperson

Mr. Govind Mirchandani
Mr. P S Ramesh

During the financial year 2020-21, the Committee had one (1) meeting on 26th June 2020.

Independent Directors Committee:

In order to facilitate independent meetings of the Independent Directors without the intervention of the management, an Independent Directors' Committee has been constituted in accordance with the requirements of Companies Act, 2013.

Composition:

Mr. Govind Mirchandani Lead Independent Director
Ms. Malavika Jayaram
Mr. Pradyumna Vyas
Mr. Pierre de Bausset

During the financial year 2020-21, the Committee had One (1) meeting on 11th February 2021.

CEO and CFO Certification:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the CEO and CFO certification is provided in this Annual Report.

Code of Conduct:

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics ('the Code'), all the members of the Board and Senior Management personnel affirmed compliance to the said Code as on 31st March 2021.

GENERAL BODY MEETINGS

ANNUAL GENERAL MEETINGS ('AGM') / EXTRAORDINARY GENERAL MEETING ('EGM') / POSTAL BALLOT APPROVALS:

Location, date and time of the Annual General Meetings/Extraordinary General Meetings held during the preceding three years and the special resolutions passed thereat are as follows:

Year	Venue	Date and Time	Special Resolution Passed
2017-18 Postal Ballot*	Postal Ballot	16th May 2018	• Approve the Sale/transfer/dispose off the Undertaking / Properties/ located at Sriperumbudur, Chennai, Tamil Nadu under section 180 (1)(a) of the Companies Act, 2013 -Special Resolution • Approve the Sale/transfer/dispose off the Undertaking / properties/ located at Wind farm, Sulur taluk, Palladam Taluk, Coimbatore District, Tamil Nadu under section 180 (1)(a) of the Companies Act, 2013 -Special Resolution
2017-18 AGM	Taj Vivanta, Yeshwantpur, Bengaluru	10th August 2018: (10:00 AM	• Re-appointment of Mr. Govind Mirchandani (DIN:00022583) as an Independent Director of the Company for the period of 5 year- Special Resolution • Re-appointment of Ms. Malavika Jayaram (DIN:02252302) as an Independent Director of the Company for the period of 5 year - Special Resolution • Appointment of Mr. Arvind Mishra (DIN: 07892275) as an Executive Director and Global Chief Operating Officer Hydraulics & Head - Homeland Security for the period of 3 years - Special Resolution. • Re-appointment and approval of remuneration payable to Mr. P S Ramesh (DIN:05205364) as an Executive Director and Chief Operating Officer Aerospace, India for the period of 2 years - Special Resolution.
2018-19 AGM	Taj Vivanta, Yeshwantpur, Bengaluru	9th August 2019: (10:00 AM)	• There were no special resolution passed during the meeting under review.
2019-2020 Postal Ballot**	Postal Ballot	12th June 2020	• Alter the Objective clause of Memorandum of Association of the Company
2019-2020 AGM	through Audio/ Visual means	24th September 2020	• Re-appointment of Mr. Udayant Malhoutra (DIN: 00053714) as CEO and Managing Director for the term of 3 years • Re-appointment of Mr. P S Ramesh (DIN: 05205364) as Executive Director & Group Technical service and Human resources for the term of 3 years. • Re-appointment of Mr. Arvind Mishra (DIN: 07892275) as Executive Director and Global COO – Hydraulics & Head of Homeland Security for the term of 3 years.

* The Postal Ballot exercise was carried out by Mr. R. Vijay Kumar, Company Secretary in Practice.

** The Postal Ballot exercise was carried out by BMP & Co.LLP, Company Secretary in Practice.

Postal Ballot:

For matters which are urgent and require shareholders' approval in the period between the AGMs, the Company seeks the approval of shareholders through postal ballot. In compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company also provides electronic voting (e-voting) facility to all its members. For this purpose, the Company has engaged the services of Kfin Technologies Private limited. BMP & Co, LLP, Company Secretaries in practice, had acted as the scrutinizer for past postal ballots and e-voting. During the year, the Company did not pass any special resolution through postal ballot. The details of the previous postal ballots are available on the website, at www.dynamatics.com.

Procedure for postal ballot:

Postal ballot notices and forms are dispatched, along with postage-prepaid business reply envelopes to registered members / beneficiaries. The same notice is sent by email to members who have opted to receive communication through the electronic mode. The Company also publishes a notice in the newspaper declaring the details and requirements as mandated by the Act and applicable rules.

Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members who want to exercise their votes by physical postal ballot are requested to return the forms, duly completed and signed, to the scrutinizer on or before the close of the voting period. Those using the e-voting option are requested to vote before the close of business hours on the last date of e-voting.

The scrutinizer completes his scrutiny and submits his report to the Chairman, and the consolidated results of the voting are announced by the Chairman / authorized officer.

The results are also displayed on the Company website, www.dynamatics.com, besides being communicated to the stock exchanges, depository and registrar and share transfer agent. The last date for the receipt of postal ballot forms or e-voting is the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

In view of the prevailing lock down situation across the country due to outbreak of the COVID-19 pandemic and restrictions on the movement apart from social distancing, the Ministry of Corporate Affairs ("MCA") vide Circular No. 02.2021 read Circular No. 20/2020 dated 5th May 2020, permitted Companies to hold their Annual General Meeting ("AGM") through VC/OVAM for the calendar year 2021.

In compliance with applicable provisions of the Act, read with aforesaid MCA circulars the 46th AGM of the Company is being conducted through Video Conferencing (VC/OVAM) herein after called as "e-AGM". Therefore, the Postal Bollot facility for the 46th AGM is not being provided.

Means of Communication:

The quarterly and annual financial results of the Company are uploaded on NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre in accordance with the requirements of Listing Regulations. The financial results are displayed on BSE and NSE websites. The financial results are also published in 'Business Standard' (English) and 'Sanjey Vani' (Kannada) newspapers and posted on the Company's website at www.dynamatic.com. In terms of the Listing Regulations, the Company has a designated email ID for dealing with Investors' complaints viz., [email protected]

The official media releases and presentations made to Institutional Investors/Analysts and transcript/ audio recording of Analyst Calls are posted on the Company's website.

General Shareholder Information:

The Company was incorporated in Bengaluru, in 1973, as Dynamatic Hydraulics Limited within the provisions of the Companies Act, 1956, and changed its name to Dynamatic Technologies Limited in 1992. The address of registered office is Dynamatic Park, Peenya, Bengaluru 560 058, Karnataka, India.

The equity shares of the Company are listed on both National Stock Exchange of India Limited (NSE - with a scrip code of DYNAMATECH) and Bombay Stock Exchange Limited (BSE- with a scrip code of 505242).

The Company has paid the listing fee for the year 2020-21 to the Stock Exchanges, where the shares of the Company are listed in India.

ANNUAL GENERAL MEETING FOR THE YEAR 2020-21:

Date and time:	Thursday,16th September 2021 at 11:00 AM
Venue:	Proposed to be convened through VC / OAVM mode
	Our tentative calendar for declaration of results for the Financial Year 2021-22 is given below:
	Calendar for Reporting:
	Quarter ended	Release of results
Financial calendar:	30th June 2021	On 23rd July 2021
	30th September 2021	On or before 14th November 2021
	31st December 2021	On or before 14th February 2022
	31st March 2022	On or before 30th May 2022
Date of book closure	Pursuant to the provisions of Section 91 of the Companies Act 2013 and Regulation 42 of the Listing Regulations, the
	Register of Members and Share Transfer Books of the Company will be closed from Thursday, 9th September 2021 to Thursday, 16th September 2021 (both days inclusive).
Dividend payment date	There is no dividend declared during year under review.
Listing on Stock	BSE Ltd.	National Stock Exchange of India Ltd.
Exchanges and	Phiroze Jeejeebhoy Towers Dalal Street	Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E)
Mumbai- 400001 Stock Code Phones : (022) 22721233/4, 91-22-66545695 Fax : (022) 22721919 Scrip code:505242		Mumbai- 400 051 Tel No: (022) 26598100- 8114 Fax No: (022) 26598120 Scrip code: Dynamatech

Share market price data

The monthly high and low quotations and volume of shares traded on Bombay Stock Exchange Limited and National Stock Exchange of India Limited for the year 2020-2021:

	BSE				NSE
Month	High (`) \| Low (`)	Volume of shares traded	High (`) \| Low (`)	Volume of shares traded
Apr-20	665	444	377	697	436	37,214
May-20	553	459	167	560	455	50,100
Jun-20	685	468	1,531	679	485	1,43,559
Jul-20	620	500	3,568	624	499	1,98,812
Aug-20	1,030	520	8,078	1,032	525	12,63,280
Sep-20	825	665	5,480	830	665	3,06,740
Oct-20	781	650	3,870	781	642	1,64,740
Nov-20	740	652	4,172	737	656	2,66,205
Dec-20	900	669	11,515	900	626	6,68,747
Jan-21	892	765	6,494	890	763	2,73,743
Feb-21	948	762	7,762	971	688	3,79,853
Mar-21	1,033	785	11,336	1,042	804	4,22,343

DTL Equity Price Vs BSE Sensex

COMPARISON OF COMPANY'S SHARE PRICE MOVEMENT WITH NSE NIFTY

DTL Equity Price Vs NSE Nifty

Share Transfer System

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Directors and certain Company officials (including Company Secretary) are authorised by the Board severally to approve transfers, which are noted at subsequent Board Meetings.

Sl. No.	Category	No. of Holders	% To Holders	Amount (`)	% To Amount
1	1-5000	11,606	96.22	60,74,040	9.58
2	5,001- 10,000	241	2.00	17,48,740	2.76
3	10,001- 20,000	100	0.83	14,51,070	2.29
4	20,001- 30,000	33	0.27	8,00,750	1.26
5	30,001- 40,000	13	0.11	4,48,220	0.71
6	40,001- 50,000	13	0.11	5,98,590	0.94
7	50,001- 10,00,00	20	0.16	14,86,190	2.34
8	10,00,01& Above	36	0.30	5,08,06,830	80.12
	TOTAL:	12,062	100	6,34,14,430	100

Distribution of Shareholding as on 31st March 2021:

SHAREHOLDING PATTERN AS ON 31st MARCH 2021

Category	No. of Shares	% of shareholding
PROMOTERS HOLDING:
Indian Promoters:
JKM Holdings Private Limited	9,12,538	14.39
Udayant Malhoutra	6,20,179	9.78
Udayant Malhoutra and Company Private Limited	6,42,011	10.13
Wavell Investments Private Limited	4,48,281	7.07
JKM Offshore India Private Limited	4,42,071	6.97
Greenearth Biotechnologies Limited	22,927	0.36
Barota Malhoutra	4,938	0.08
Vita Private Limited	100	0.0
Christine Hoden (India) Private Limited	100	0.0
Primella Sanitary Products Private Limited	100	0.0
TOTAL	30,93,245	48.78
NON-PROMOTERS HOLDING
Mutual Funds / UTI	5,43,228	8.57
Financial Institutions / Banks	4,173	0.01
Central Government / State Government (S)	0	0
Venture Capital Funds	0	0
Insurance Companies	0	0
Foreign Institutional Investors	7,30,070	11.51
SUB TOTAL	12,73,715	20.09
OTHERS
Private Corporate Bodies	2,52,300	3.98
Indian Public	15,82,885	24.96
Clearing Agents	20,576	0.32
NBFC Registered with RBI	0	0
NRIs/OCBs	66,354	1.05
Trust	3,796	0.06
IEPF	48,572	0.77
SUB TOTAL	19,74,483	31.14
GRAND TOTAL	63,41,443	100

Note: High and Low are in rupees per traded share. Volume is the total monthly shares traded.

Status of Dematerialisation of shares

Particulars	31st March 2021			31st March 2020
	No. of shares	% of total shares	No. of shares	% of total shares
National Securities Depository Limited	56,25,751	88.71%	58,16,354	91.72%
Central Depository Services (I) Limited	6,51,481	10.28%	4,59,956	7.25%
Total Dematerialized	62,77,232	98.99	62,76,310	98.9
Physical	64,211	1.01%	65,133	1.03%
Grand Total	63,41,443	100%	63,41,443	100%

• There are no outstanding global depository receipts or American Depository Receipts or warrants or any convertible instruments, conversion date and likely impact on equity.

• Commodity price risk or foreign exchange risk and hedging activities:

The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given. For a detailed discussion on foreign exchange risk and hedging activities, please refer to Management Discussion and Analysis Report.

E-voting

Pursuant to provisions of section 108 of the Companies Act 2013, read with the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to the Members to cast their votes electronically on all resolutions set forth in the Notice convening the 46th Annual General Meeting of the Company. Any Shareholder having any grievance on the e-voting can contact at the coordinates mentioned in the 'Investor Guide', towards the end of this report.

OTHER DISCLOSURES:

a. All transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, during the Financial Year 2020-21 were in the ordinary course of business and on arm's length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of Company. Necessary disclosures as required under the Accounting Standards have been made in the Financial Statements. The Board has approved a policy on materiality of related party transactions and on dealing with related party transactions and the same is disclosed on the website of the Company at the link www.dynamatics.com
b. The Company has complied with the requirements of the Stock Exchanges / SEBI and Statutory Authorities on all matters related to the capital markets during the last three years. No penalty or strictures were imposed on the Company by any of these authorities.
c. The Company has adopted a Whistle Blower Policy and has established necessary Vigil Mechanism as required under Regulation 22 of the Listing Regulations for Directors and Employees to report concerns about any unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy has also been disclosed on the website of the Company at the link at the link www.dynamatics.com
d. The Company has adopted the Policy on determination of Materiality of Disclosures. The said policy has also been disclosed on the website of the Company at the link at the link www.dynamatics.com
e. the Company has formulated the Policy on archiving documents of the Company. The said policy has also been disclosed on the website of the Company at the link at the link www.dynamatics.com
f. The Company has complied with all the mandatory requirements of the Listing Regulations. The Company has also fulfilled the following discretionary requirements as provided in the Listing Regulations:
(i) The Chairman of the Board is a Non-Executive and Independent Director and his position is separate from that of the Managing Director & CEO.
(ii) Internal auditors of the Company, make quarterly presentations to the Audit Committee on their reports.
(iii) The auditors' report on Financial Statements of the Company are unqualified.
g. The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the Board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company. The Company does not have any material unlisted subsidiary company. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website. www.dynamatics.com
h. The CEO & Managing Director and the Chief Financial Officer have certified to the Board in accordance with regulation 33 (2)(a) of the listing Regulation pertaining to CEO/CFO certification for the financial year ended 31st March 2021. The CEO & MD and Chief Financial Officer have also issued compliance certificate to the

Board pursuant to the provisions of Regulation 17(8) of the Listing Regulations certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs.

i. Disclosure of Commodity price risks and Commodity hedging activity: Not applicable.
j. The Company has managed the Foreign Exchange Risk with appropriate hedging activities in accordance with the policies of the Company. There were no materially uncovered exchange rate risks in the context of the Company's Foreign Exchange exposures.
k. During the Financial Year 2020-21, the Board has accepted all the recommendations of its Committees.
l. The Company has followed all relevant Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules (as amended from time to time) and other relevant provisions of the Act while preparing Financial Statements for Financial Year 2020-2021.
m. The Company has duly complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations.
n. Particulars of Directors seeking appointment / reappointment at the ensuing Annual General Meeting have been provided in the Notice of the Annual General Meeting.
o. Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part is given below:

Payment to Statutory Auditors	FY 2020-21 (` in lacs)
Statutory audit fees	77
Certification	25
Other services	23
Out of pocket expenses	6
Total	131

p. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Number of complaints filed during the financial year 2020-21

Number of complaints filed during the financial year 2020-21	1
Number of complaints disposed off during the financial year 2020-21	-NIL
Number of complaints pending as on end of the financial year.	1

q. Insider Trading Regulations: The Company has adopted the Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices. This Code of Conduct is applicable to all Directors and such designated persons who are expected to have access to unpublished price sensitive information relating to the Company. Mr. Shivaram V, Head Legal, Compliance and Company Secretary of the Company, is the Compliance Officer for the purpose of this regulation.
r. The Company has obtained Credit Ratings from India Rating and Research. During the relevant FY 2020-21, India Ratings & Research has affirmed the Company's outlook to Positive from Stable while affirming its long term issuer rating at IND BBB+.
s. Certificate on Corporate Governance: All the Directors of the Company have submitted a declaration stating that they are not debarred or disqualified by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Directors of Companies.

Mr. Ratish Tagde, Practicing Company Secretary, has submitted a certificate to this effect.

A Compliance Certificate from Mr. Ratish Tagde, Practicing Company Secretary pursuant to the requirements of Schedule V to the Listing Regulations regarding compliance of conditions of Corporate Governance is attached

PLANT LOCATIONS:

1. Dynamatic Park, Peenya, Bengaluru 560 058, Karnataka, India
1. No. 1A/1, 1st Main Road, 1st Stage, 2nd Phase, Peenya Industrial Area, Bengaluru 560 058, Karnataka, India
1. No. 28/A, 3rd Main, 1st Stage, 1st Phase, Peenya Industrial Area, Bengaluru 560 058, Karnataka, India
1. No. K-12, 5th Cross, 1st Stage, Peenya Industrial Area, Bengaluru 560 058, Karnataka, India
1. No. K-11, Between 5th & 6th Cross, 1st Stage, Peenya Industrial Area, Bengaluru 560 058, Karnataka, India
1. Plot No. 55, Dynamatic Aerotropolis, KIADB Aerospace Park, Unachur Village, Jala Hobli, Yelahanka Taluk, Bengaluru 562 110, Karnataka, India
1. K-4, SIPCOT Phase II, Gummidipoondi, Thiruvallore District 601 201, Tamil Nadu, India
1. Cheney Manor, Swindon, Wiltshire, SN2 2PZ, United Kingdom
1. Jarvis Street, Barton Hill, Bristol, BS5 9TR, United Kingdom
1. Gießereistraße 1, 08340 Schwarzenberg/Erzgeb, Germany

Investor Contacts

For queries relating to financial statements / shares / dividends / complaints / Investor correspondence

Mr. Shivaram V

Head - Legal, Compliance & Company Secretary Tel: +91-80-2839 4933 / 34 / 35 Extension: 248 Fax: +91-80-2839 5328 Email id: [email protected]

Registrar and Share Transfer Agents

KFin Technologies Private Limited Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana. Toll free Number: 1-800-309-4001 Email: [email protected]

Depository for Equity shares

National Securities Depository Limited	Central Depository Services (India) Limited
Trade World, A Wing, 4th Floor	Phiroze Jeejeebhoy Towers
Kamala Mills Compound, Senapathi Bapat Marg,	17th Floor, Dalal Street, Fort, Mumbai 400 001
Lower Parel, Mumbai 400 051	Tel.: +91-22-2272 3333
Tel: +91-22-24994200

Shareholders holding shares in demat/electronic form are requested to approach their Depository participants for effecting the following changes in your holdings in their records:

• Change of postal address / email id / contact details
• Change of bank details for receiving dividends
• Incorporating of ECS for receiving dividends through money transfer
• Change in residential status
• Incorporation of PAN
• Incorporation of Nomination
• Transfer of shares or effecting transposition of names of share holders

Further, for any corporate actions like payment of dividends, etc., the Company will take your shareholding details from your DP account through the data downloaded from the Depositories.

NOTE:

The Annual General Meeting will be convened through VC / OAVM mode. Tel: +91-80-28394933 / 34 / 35 (Extension: 252) (Contact: Mr. J. Devaraj, Secretarial Dept.) Email: [email protected]

DECLARATION

I, Udayant Malhoutra, CEO & Managing Director of the Company hereby declare that all the members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended 31st March, 2021

UDAYANT MALHOUTRA CEO & Managing Director DIN No.: 00053714

Place : Bengaluru Date : 7th June 2021

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

The Members

Dynamatic Technologies Limited Dynamatic Park, Peenya Bengaluru – 560 058

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Dynamatic Technologies Limited having CIN : L72200KA1973PLC002308, and having Regd. Office at Dynamatic Park, Peenya, Bengaluru – 560 058 (hereinafter referred to as 'the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications [including Directors Identification Number (DIN) status at the portal www.mca.gov.in] as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ratish Tagde & Associates. (Company Secretaries)

Mr. RatishTagde (Proprietor) CP.NO. 22018 FCS NO. 6162

Place: Mumbai Date: 7th June, 2021

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

The Members

Dynamatic Technologies Limited

Dynamatic Park, Peenya Bengaluru – 560 058

I have examined all the relevant records of Dynamatic Technologies Limited ("the Company") for the purpose of certifying compliance of the conditions of the Corporate Governance under the SEBI (LODR) Regulations, 2015 for the financial year ended 31st March 2021. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of certification.

The compliance of conditions of corporate governance is the responsibility of the Management. My examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid Regulations, 2015.

For Ratish Tagde & Associates. (Company Secretaries)

Mr. RatishTagde (Proprietor) CP.NO. 22018 FCS NO. 6162

Place: Mumbai Date: 7th June, 2021

"Your beliefs become your thoughts. Your thoughts become your words. Your words become your actions. Your actions become your habits. Your habits become your values. Your values become your destiny." - Mahatma Gandhi

CORPORATE SUSTAINABILITY REPORT

MESSAGE FROM THE CEO & MANAGING DIRECTOR

Dynamatic Technologies has been successful in consistently achieving high growth rates notwithstanding the challenges posed by the market, social and economic situations. This is all due to its philosophy of proactively pursuing balanced and sustainable business policies.

Our Business Policies stress on deep commitment to improving the quality of our products on a continual basis, providing improved value to our customers, improving the quality of life of our Employees, providing a secure environment for our Financiers and Suppliers, and contributing to the Society, Environment and Nation.

Dynamatic Technologies approach towards sustainability is based on a holistic and integrated approach to business development of Standalone and the entire consolidated business. Happy employees are always performers. They develop innovative products efficiently and serve customers' needs by delivering value for money. This ensures the long-term economic relevance of our enterprise, in turn creating a secure environment for Financiers and Suppliers. From this basic business cycle, come profits on a sustainable basis.

The core mission is to help enrich the quality of life of the community and preserve ecological balance and heritage through a strong environment conscience.

Key Learnings

A business philosophy that abjures waste and is based on conservation and optimal utilization of resources, will deliver superior financial results along with a positive ecological impact.

Business model shall always remain flexible and should be able to adapt itself quickly to the challenges confronted and remain always reinventing.

A focus on Safety, Human Resource Development and enhancement of Intellectual Property will help de-risk the Company, and also contribute to societal development.

Eventually sustainable business policies form an important and integral part of good corporate governance.

Udayant Malhoutra CEO & Managing Director

DIN : 00053714

1. OUR VISION, BUSINESS PHILOSOPHY AND SUSTAINABILITY

A Company like Dynamatic Technologies is essentially an organ deploying significant contribution to the growth of the country's economy and society's wellbeing. We, therefore, are aware of the need to work beyond financial considerations and put in that little extra to ensure that we are perceived not just as corporate entities that exist for profits, but as a wholesome entity created for the good of the society and for improving the quality of life of the communities we serve. Our commitment to responsible citizenship also includes conservation of natural resources and protection of the soil, water and climate required to sustain life on earth.

• To secure market leadership, technological competence and enhance brand equity as a global leader.
• To provide a safe, nurturing and learning environment for our human resources.
• To have a zero tolerance of any transmission of wastes into the environment.
• To secure and de-risk financiers and suppliers.
• To transform the Company into a global R&D organization, with a pre-eminent market position in the Hydraulic, Automotive and Defence sectors in Asia.
• To consistently achieve returns higher than the cost of capital.
• To comply with all legal requirements expected of the Company in every country we are present.

Clean Energy of 12 MW capacity generated by JKM Wind Farm at Coimbatore - a step towards achievement of zero carbon footprint.

CORPORATE SUSTAINABILITY Report 2021

• To enhance shareholder wealth.
• To help in the creation of a strong, modern and vibrant India.
• To be an example to any corporate, anywhere in the world, in terms of global best-in-class environmental practices.
• To conduct business affairs, employing the highest standards of personal and corporate conduct.
• To wholly co-operate in proposals of the Government – Central or State, in various activities concerning social cause.

Our Vision & Business Philosophy is driven by our Values, which are:

1.1. CUSTOMER CENTRIC RESEARCH

Over the years, Dynamatic Technologies Divisions and Subsidiaries have forged deep and lasting relationships with all their stakeholders, which have enabled them to grow continuously. These relationships are based on mutual trust and respect, and upon their collective capabilities in delivering complex technological solutions, at economically viable price levels.

We are geared towards providing innovative and creative solutions to our customers on a continuous basis. Every business process is built around the customer. We firmly believe that our success is merely a reflection of our ability to delight our customers.

We interact constantly with our customers, understand their needs and endeavor to satisfy them. We strive to satisfy the customers' stated and unstated needs, by understanding applications and anticipating future trends. We spend considerable time in the field, listening to farmers, mechanics, drivers, equipment handlers… And very often suggest improvements to our customer, before their customers do. Our technology and quality processes are therefore predictive in nature, anticipating change, rather than reacting to it.

1.2 EMPHASIS ON KNOWLEDGE ACQUISITION AND APPLICATION

Dynamatic Technologies has been adopting and following world-class business practices, at its modern manufacturing facilities located at Bangalore, Chennai, Nasik (India), Swindon, Bristol (U.K.) and Erla (Germany). All are eco-friendly and designed to eliminate waste. We constantly strive to deliver superior value to our customers by challenging ourselves and pushing the boundaries

Every employee's RT-PCR test status is monitored and periodical testing is ensured.

of knowledge through imagination and diligence. This approach has led us to continuously innovate and develop highly engineered products, through investment in R&D, process improvements and elimination of operational inefficiencies. This has resulted in us building a successful business model for ourselves, capable of returning high yields to investors and improving the quality of life of all employees, as well as the society/ community in which we exist and work. As Dynamatic Technologies globalises, these values will be extended across the world, and in turn, new learnings, best practices, processes and experiences will be absorbed into the existing organization.

1.3 HUMAN CAPITAL

Dynamatic Technologies is built upon a foundation of basic values, and its commitment to quality and equal opportunity. Your Company strives to attract the finest talent available and then provides a result-oriented environment based on meritocracy and egalitarianism.

At Dynamatic Technologies, we firmly believe that the key to sustained growth is not mere addition to physical capacities but is actually the ability to dramatically enhance and utilize human capabilities.

1.4 SOCIETAL LINKAGES

We are proud of our civilisational heritage, and the values of our ancient land; the values of trust and integrity. The need to contribute to society, and care for our environment. The value of enduring relationships.

At the same time, as we globalize, we travel with an open mind, learning from and contributing to every society we are part of.

2. DIMENSIONS OF SUSTAINABILITY

2.1. SUSTAINABILITY POLICY

We at Dynamatic Technologies are driven by the fundamental objective of enhancing the value of the Company to all stakeholders, such as shareholders, customers, suppliers, financiers,employees and to the society at large. We firmly believe that sustained growth can only be fostered by developing a work ethic founded upon the core values of integrity, transparency, professionalism,empowerment and accountability. We endeavor to uphold and nurture these core values in all facets of operations. Being a responsible corporate citizen, we understand that sustained growth can only come about when equal attention is paid to all elements of the Triad of Sustainability, namely Economic Growth, Environment Friendliness and Social Equity. We believe that such growth can only be achieved through a firm commitment to these elements over the long term, and are prepared to take actions commensurate to this goal.

2.2 THE TRIAD OF SUSTAINABILITY

At Dynamatic Technologies, the path to sustainability has the following elements: Economic Growth, Environment-Friendliness and Social Equity.

2.2.a. ECONOMIC GROWTH

• Value Engineering: reduction of raw material consumption by optimizing product design.
• Maximize our efforts in developing new products and cost effective applications through continuous innovation.
• Development of complete hydraulic solutions for mechanized agriculture, earth moving, material handling, machine tools, defense and precision parts for aerospace applications.
• Secure market leadership, technological competence and brand equity as a global leader.
• Maximization of productivity and maintenance of cost leadership.
• Continue to enhance the value of the Company to the shareholders.

2.2 b. ENVIRONMENT- FRIENDLINESS

• Treatment of wastage water and using it for gardening as a process of water conservation.
• Rainwater harvesting.
• All business processes are designed to ensure that no wastage is transmitted to our environment.
• Energy consumption in each plant is monitored, optimized and minimized.
• Design and Redesign products that are safe, energy saving and environment friendly.
• Design all our processes with efficiency and energy conservation in mind.
• Wind farm to harness renewable source of energy.

2.2.c. SOCIAL EQUITY

• Not allowing any form of discrimination in employment or promotion.
• Imparting training and development programs to facilitate multi-tasking and multi-skilling.
• Practicing safety norms and help protection. Standing as a model by winning safety awards.
• Emissions: the air quality in our plants is continuously monitored for suspended particulate matter, and is kept well within safe limits.
• Foster a culture of empowerment.
• Elevation of workers into management cadre.
• Promote the usage of six sigma practices amongst all employees.

Women's Day was celebrated at Sheraton Hotel, Bangalore in the month of March 2021 by engaging all women employees in the campaign of 'Choose to Challenge' by strictly adhering to all protocols stipulated by the Ministry of Health and State Government authorities, in respect to Covid-19 .

• Practice open dialogue with employees, customers, government agencies, trade associations and with communities all around our facilities.
• Undertake disaster relief programs in times of need (earthquake, floods, Tsunami, etc.).
• Interactive sessions with local community.
• Increase employment of Women.
• Increase employment of individuals coming from disadvantaged communities.

ETHICS

Code of Business Conduct for employees across the Dynamatic Group and Code of Conduct for Board Members & Senior Management Personnel have been formulated. These are formal articulations of our approach and position on multiple dimensions of business ethics and integrity.

Code of Business Conduct for employees provides policy shelter on a wide range of issues of ethics, labour and human rights – prevention of fraudulent and corrupt practices, freedom of association, elimination of child and forced labour, advertisement and media policy, avoidance of conflict of interest, prevention of sexual harassment and unyielding integrity at all times.

CORPORATE GOVERNANCE

We believe that sound corporate governance is vital to enhance the trust reposed in us by our stakeholders. Accordingly, we consistently strive to ensure that we attain our goals with integrity.

The Board of Directors exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures always seek to attain the best practices in corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

Over the years, our Board has strived to achieve compliance with the corporate governance requirements, both mandatory as well as voluntary, to help fulfil our responsibility towards the stakeholders. The detailed Corporate Governance Report forms part of this Annual Report.

The Company has launched vaccination drives to provide vaccination to all employees and their families in line with Government guidelines and regulations.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs (MCA) vide its circulars dated April 21, 2011 and April 29, 2011, has taken a 'Green Initiative in the Corporate Governance', thereby allowing companies to serve documents to its shareholders through electronic mode.

Environment conservation and sustainable development are continuously on your Company's radar and therefore your Company supports MCA in this initiative.

Accordingly, the Company advised its shareholders to register their email IDs with the Company / Registrar & Share Transfer Agent to enable sending documents such as notices of general meeting (s), annual reports and other communications to the shareholders through e-mail. In a phased manner, sending hard copies of communications will be discontinued. All such documents shall be available on the Company's website www.dynamatics.com and shall also be kept open for inspection at the Registered Office of the Company during office hours.

CONSOLIDATED

FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYNAMATIC TECHNOLOGIES LIMITED

Opinion

We have audited the accompanying consolidated financial statements of Dynamatic Technologies Limited ("the Parent"/ "the Holding Company") and its subsidiaries, (the Parent/ Holding Company and its subsidiaries together referred to as "the Group"), which comprise the Consolidated Balance Sheet as at March 31, 2021, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ('Ind AS'), and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2021, and their consolidated loss, their consolidated total comprehensive loss, their consolidated cash flows and their consolidated changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditor's Response
Impairment of Goodwill	Principal audit procedure performed:
Note 1B(ii), 2iii(a) and 5 to the consolidated financial statements.	We assessed the Management's process for impairment assessment of goodwill allocated to CGU.
In the consolidated financial statements of the Group, the gross carrying value of goodwill is INR 10,259 lakhs as at	Evaluated the design of the management's internal control around the impairment assessment process and tested its operating effectiveness.
March 31, 2021. The management of the Group assess the impairment of goodwill annually for each cash generating unit (CGU).	Evaluated the independence, competence, capabilities and objectivity of the management's expert.
Determination of carrying value of the goodwill allocated	Understood the key assumptions considered in the management's estimates of future cash flows of the respective CGU.
to the CGU is a key audit matter as the amounts are significant to the consolidated financial statements and the determination of recoverable value and/ or impairment assessment involves significant management estimates and judgement. The key estimates and judgements used in the model for impairment assessment include future cash flows of the	Involving our valuation specialists, we evaluated the growth rates including terminal growth rate, considered in the estimates of future cash flows and the discount rate used in the calculations.
	Compared the historical cash flows (including for current year) against past projections of the management for the same periods and gained understanding of the rationale for the changes.
CGUs, the discount rate and the terminal growth rate used.	Performed sensitivity analysis on the key assumptions within the forecast
The management has used the services of an expert in determining the recoverable value of goodwill and consequential impairments, if any.	cash flows and focused our attention on those assumptions we considered most sensitive to the changes; such as –revenue growth during the forecast period, the terminal growth rate and the discount rate applied to the future cash flows. We ascertained the extent to which a change in these assumptions, both individually or in aggregate, would result in impairment, and considered the likelihood of such events occurring.
	We assessed the adequacy of the disclosures made in the consolidated financial statements for the year ended March 31, 2021.

Information Other than the Financial Statements and Auditor's Report Thereon

The Parent's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's report including Annexures to Board's report, Corporate Governance and Corporate Sustainability report, but does not include the consolidated financial statements, standalone financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements of the subsidiaries audited by the other auditors, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiaries is traced from their financial statements audited by the other auditors.

If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Consolidated Financial Statements

The Parent's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Parent Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements.

We communicate with those charged with governance of the Parent Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

(a) We did not audit the financial statements of seven subsidiaries, whose financial statements reflect total assets of Rs. 80,169 lakhs as at March 31, 2021, total revenues of Rs. 61,372 lakhs and net cash outflows amounting to Rs. 1,133 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

(b) We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs. 5,543 lakhs as at March 31, 2021, total revenues of Rs. 194 lakhs and net cash outflows amounting to Rs. 33 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements of the subsidiaries referred to in the Other Matters section above we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books, returns and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Parent Company as on March 31, 2021 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in "Annexure A" which is based on the auditors' reports of the Parent company and subsidiary companies, incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies.
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Parent Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group. Refer Note 37 to the consolidated financial statements.
ii) The Group has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent Company and its subsidiary companies incorporated in India.

for Deloitte Haskins & Sells LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

SATHYA P KOUSHIK

Partner (Membership No. 206920) UDIN- 21206920AAAAFR4565

Bengaluru, 7 June 2021

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2021, we have audited the internal financial controls over financial reporting of Dynamatic Technologies Limited (hereinafter referred to as "the "Parent") and its subsidiaries, which are companies incorporated in India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the parent and its subsidiary companies, which are incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent and its subsidiary companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent and its subsidiary companies, which are companies incorporated in India.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the Consolidated financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Parent and its Subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 2 subsidiary companies, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India.

Our opinion is not modified in respect of the above matters.

for Deloitte Haskins & Sells LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

SATHYA P KOUSHIK Partner (Membership No. 206920) UDIN- 21206920AAAAFR4565

Bengaluru, 7 June 2021

CONSOLIDATED BALANCE SHEET

		All amounts are in INR lakhs unless otherwise stated
	Note	As at 31 March 2021	As at 31 March 2020
ASSETS
Non-current assets
a) Property plant and equipment	3	44,534	58,863
b) Other Intangible assets	4	2,322	2,339
c) Goodwill	5	10,259	9,719
d) Capital work in progress		325	301
e) Right-of-use assets	40	13,702	11,723
f) Financial assets
(i) Investments	6	33	34
(ii) Loans	7	931	1,014
g) Income tax asset (net)	8	1,571	996
h) Other non-current assets	9	175	125
Total non - current assets		73,852	85,114
Current assets
a) Inventories	10	22,475	26,496
b) Financial assets
(i) Trade receivables	11	19,822	23,594
(ii) Cash and cash equivalents	12	3,801	5,598
(iii) Bank balances other than cash and cash equivalents above	13	2,258	2,699
(iv) Loans	14	964	992
c) Other current assets	15	5,669	4,586
Total current assets		54,989	63,965

Assets classified as held for sale	54	14,037	-
Total Assets		1,42,878	1,49,079

EQUITY AND LIABILITIES
Equity
a) Equity share capital	16	634	634
b) Other equity	17	36,242	36,679
Total equity		36,876	37,313

Liabilities Non-current liabilities
a) Financial liabilities
(i) Borrowings	18	36,343	35,776
(ii) Lease Liabilities	40	11,776	8,921
(iii) Other financial liabilities	19	152	-
b) Provisions	20	2,537	2,390
c) Deferred tax liabilities (net)	21	840	976
d) Other non-current liabilities	22	99	99
Total non-current liabilities		51,747	48,162

Current liabilities

a) Financial liabilities
(i) Borrowings	23	15,054	21,995
(ii) Trade Payables	24
(a) total outstanding dues of micro enterprises and small enterprises		482	1,811
(b) total outstanding dues of creditors other than micro enterprises and small enterprises		19,978	25,650
(iii) Other financial liabilities	25	10,980	7,616
(iv) Lease liabilities	40	4,869	4,612
b) Provisions	26	1,019	973
c) Current tax liabilities (net)	27	1,105	315
d) Other current liabilities	28	614	632
Total current liabilities		54,101	63,604
Liabilities directly associated with assets classified as held for sale	54	154	-
Total liabilities		1,06,002	1,11,766
Total equity and liabilities		1,42,878	1,49,079

See accompanying notes to the consolidated financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

for and on behalf of the Board of Directors of

Chartered Accountants (Firm's Registration No. 117366W/W-100018)

Dynamatic Technologies Limited

SATHYA P KOUSHIK Partner Membership No. 206920

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

SHIVARAM V Head - Legal, Compliance & Company Secretary

Bengaluru Date: 7 June 2021

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

All amounts are in INR lakhs unless otherwise stated except for earnings per share information
	Note	For the year ended 31 March 2021	For the year ended 31 March 2020
Continuing operations
Income
Revenue from operations	29	1,11,820	1,23,007
Other income	30	607	1,782
Total income		1,12,427	1,24,789
Expenses
Cost of materials and components consumed	31	54,157	58,940
Change in inventory of finished goods and work-in-progress	32	854	634
Employee benefit expense	33	22,147	24,288
Finance costs	34	6,999	8,045
Depreciation and amortisation expenses	35	7,754	7,988
Other expenses	36	19,761	20,069
Total expenses		1,11,672	1,19,964

Profit from continuing operations before tax		755	4,825

Current tax	51	693	(81)
Deferred tax	51	(136)	(2,450)
Income tax expense		557	(2,531)
Profit from continuing operations		198	7,356
Discontinued operations
Loss for the year from discontinued operations	54	(2,385)	(3,450)
Tax credit of discontinued operations	51	-	-
Loss after tax from discontinued operations		(2,385)	(3,450)

(Loss)/ Profit for the year		(2,187)	3,906
Other Comprehensive Income
Items that will not to be reclassified subsequently to profit and loss
Remeasurement of defined benefit plans	44	44	(100)
Income tax relating to items that will not be reclassified to profit and		(11)	24
loss
Items that will be reclassified to profit or loss
Foreign currency fluctuations under a cash flow hedge - gain/(loss)		151	-
Exchange differences in translating financial statements of foreign operations		1,873	997
Other comprehensive income for the year, net of income tax		2,057	921

Total comprehensive income for the year		(130)	4,827

Earning per equity share (of INR 10 each) - Basic and diluted (in 49 INR):
Continuing operations	3.12	116.03
Discontinued operations	(37.62)	(54.41)
Discontinued & continuing operations	(34.50)	61.62

Number of shares used in computing earnings per share 63,41,443 63,41,443

See accompanying notes to the consolidated financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

for and on behalf of the Board of Directors of

Chartered Accountants (Firm's Registration No. 117366W/W-100018)

Dynamatic Technologies Limited

SATHYA P KOUSHIK Partner Membership No. 206920

Bengaluru Date: 7 June 2021

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

SHIVARAM V Head - Legal, Compliance & Company Secretary

CONSOLIDATED STATEMENT OF CASH FLOWS

All amounts are in INR lakhs unless otherwise stated

	For the year ended 31 March 2021	For the year ended 31 March 2020

Profit/(loss) before tax
- continuing operations	755	4,825
- discontinuing operations	(2,385)	(3,450)
	(1,630)	1,375
Adjustments:
Interest income	(322)	(251)
Profit/(loss) on sale of property, plant and equipment (net)	(3)	10
Depreciation and amortisation expense	8,784	9,991
Finance costs	7,222	8,246
Unwinding of discount on dismantling liability	58	52
Bad debts written off	269	92
Loss allowance on financial assets (net)	-	164
Unrealised foreign exchange differences	(1,321)	(394)
Operating cash flow before working capital changes	13,057	19,285
Changes in operating assets and liabilities
Changes in inventories	2,483	1,793
Changes in trade receivables	3,640	474
Changes in loans	(311)	(420)
Changes in other assets	(1,151)	1,318
Changes in trade payables	(7,027)	(525)
Changes in other financial liabilities	2,077	1,907
Changes in provisions	347	205
Changes in other current liabilities Cash generated from operations	(17) 13,098	(1,044) 22,993
Income taxes paid, net of refund	(477)	(415)
Net cash generated from operating activities (A)	12,621	22,578
Cash flows from investing activities
Acquisition of property, plant and equipment, right of use assets and intangibles	(7,842)	(5,805)
Bank deposits (having original maturity of more than three months) (net)	441	378
Interest received from bank deposits	322	251
Net cash used in investing activities (B)	(7,079)	(5,176)
Cash flows from financing activities
Proceed/(Repayment) of long term borrowings (net)	3,932	(5,546)
Proceeds/(Repayment) from short term borrowings (net)	(6,964)	330
Movement in Lease liabilities	2,114	(4,102)
Interest paid	(6,419)	(6,196)
Dividend paid	(2)	-
Net cash (used in) by financing activities (C)	(7,339)	(15,514)
Net decrease in cash and cash equivalents (A + B + C)	(1,797)	1,888
Cash and cash equivalents at the beginning of the year	5,598	3,710
Cash and cash equivalents at the end of the year	3,801	5,598

Components of cash and cash equivalents (Refer Note 12)

Cash and cash equivalents in consolidated balance sheet	3,801	5,598
- in current accounts	3,761	5,579
Balances with banks
Cheque on hand	23	-
Cash on hand	17	19
Cash and cash equivalents

See accompanying notes to the consolidated financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

for and on behalf of the Board of Directors of

Dynamatic Technologies Limited

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

SATHYA P KOUSHIK Partner Membership No. 206920

Bengaluru Date: 7 June 2021

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

SHIVARAM V Head - Legal, Compliance & Company Secretary

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(A) Equity share capital

Particulars		31 March 2021	31 March 2020
Opening balance		634		634
Changes in equity share capital		-		-
Closing balance		634		634
(B) Other equity
			Reserves and surplus					Other items of other comprehensive income		Total equity attributable to equity
Particulars	Reserve Capital	Redemption Capital reserve	amalgamation Reserve on	General reserve	Securities premium	Retained Earnings	Remeasurement defined benefit liability/asset of the net	Cash Flow Reserve - Currency Hedge Spread Basis	translation currency Foreign reserve	Company holders of the
Balance as at 1 April 2019	15	240	154	3,010	12,072	16,828		- -	(464)	31,855
Profit for the year		-	-	-	-	3,903 -		- -	-	3,903
Exchange difference on translation of	-		-	-	-	-	-	- -	997	997
foreign operations
Other comprehensive income for the	-		-	-	-	-	(76) -	-	-	(76)
Transfer to retained earnings year		-	-	-	-	(76) -	76	-	-	-
Balance as at 31 March 2020	15	240	154	3,010	12,072	20,655			533	36,679
								- -
Balance as at 1 April 2020	15	240	154	3,010	12,072	20,655		- -	533	36,679
Foreign currency Swap- Recognition		-	-	-	-	-	-	(307) -	-	(307)
Loss for the year		-	-	-	-	(2,187) -	-	-	-	(2,187)
Exchange difference on translation of		-	-	-	-	-	-	- -	1,873	1,873
foreign operations
Other comprehensive income for the		-	-	-	-	-	33 -	151	-	184
year
Transfer to retained earnings		-	-	-	-	33 -	(33)	-	-	-
Balance as at 31 March 2021 See acco	15	240	154	3,010	12,072	18,501		(156) -	2,406	36,242
mpanying notes to the consolidated financial state for Deloitte Haskins & Sells LLP			ments

Chartered Accountants							for and on behalf of the Board of Directors of Dynamatic Technologies Limited

(Firm's Registration No. 117366W/W-100018)

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director P S RAMESH

DIN : 00053714

Bengaluru Date: 7 June 2021

SATHYA P KOUSHIK

Partner

Membership No. 206920

Executive Director, Group Technical Services & Human Resource DIN : 05205364

Chief Financial Officer Pan No : AMXPP4042L SHIVARAM V

CHALAPATHI P

Head Legal, Compliance & Company Secretary

1 Reporting entity

Dynamatic Technologies Limited ("the Company") together with its subsidiaries (including step subsidiaries) collectively referred to as ("the Group") is incorporated and domiciled in India. The Company was incorporated in 1973 as Dynamatic Hydraulics Limited under provisions of the Companies Act, 1956. In 1992, the name of the Company was changed to Dynamatic Technologies Limited. The Group is in the business of manufacturing automotive components, hydraulics components, aerospace components and wind farm power generation. The Company is listed in India with National Stock Exchange and Bombay Stock Exchange.

1A Basis of preparation

i Statement of compliance

These Consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notified under Section 133 of the Companies Act 2013 ('the Act') and other relevant provisions of the Act.

Accounting policies have been consistently applied except where a newly issued Indian Accounting Standard is initially adopted or a revision to an existing Indian Accounting Standard requires a change in the accounting policy hitherto in use.

ii Functional and presentation currency

These Consolidated financial statements are presented in Indian Rupees (INR), which is also the Group's functional currency. All amounts have been rounded-off to the nearest lakhs, unless otherwise mentioned.

iii Basis of Measurement

The Consolidated financial statements have been prepared on the historical cost convention and on an accrual basis, except for the following:

(a) Defined benefit and other long-term employee benefits where plan asset is measured at fair value less present value of defined benefit obligations.
(b) Certain financial assets and liabilities that are qualified to be measured at fair value;
(c) Assets classified as held for sale are measured at the lower of carrying amount and fair value less cost to sell.

iv Use of estimates and management judgments

The preparation of Consolidated financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Accounting estimates could change from period to period. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the consolidated financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements.

Significant Judgments, Assumptions and Estimations

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 March 2019 is included in the following notes:

(a) Useful life of property, plant and equipment and intangible assets - Note 3 and 4:

The useful life of the assets are determined in accordance with Schedule II of the Companies Act, 2013. In cases, where the useful life is different from that or is not prescribed in Schedule II, it is based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance.

(b) Income taxes- Note 51:

In assessing the reliability of deferred tax assets, the Management considers whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, the Management believes that the group will realize the benefits of those deductible differences. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

(c) Provisions and contingencies- Note 20, 26 and 37:

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the reporting date. The actual outflow of resources at a future date may therefore vary from the figure estimated at end of each reporting period.

(d) Post-retirement benefit plans- Note 44:

The obligation arising from the defined benefit plan is determined on the basis of actuarial assumptions which include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined with reference to market yields at each financial year end on the government bonds.

(e) Impairment of financial assets- Note 6, 7, 11, 14, 15 and 45:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. In addition the Group has taken into account estimates of possible effect from the pandemic relating to COVID -19.

(f) Leases- Note 40:

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Group's operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Group has concluded that no changes are required to lease period relating to the existing lease contracts.

(g) Non-current assets held for sale- Note 54:

Assets held for sale are measured at the lower of carrying amount or fair value less costs to sell. The determination of fair value less costs to sell includes use of management estimates and assumptions. The fair value of the assets held for sale has been estimated using valuation techniques (including income and market approach), which include unobservable inputs. Non-current assets and disposal group that ceases to be classified as "Held for Sale" shall be measured at the lower of carrying amount before the non-current asset and disposal group was classified as "Held for Sale" and its recoverable amount at the date of the subsequent decision not to sell. Recoverable amounts of assets reclassified from "Held for Sale" have been estimated using the Management's assumptions which consist of significant unobservable inputs.

(h) Estimation of uncertainties relating to the global health pandemic from COVID-19

The global pandemic COVID-19, has impacted economies across the globe and the disruption has resulted in economic slowdown worldwide. The manufacturing operations of the Group were suspended for a part of the year ended 31 March 2021 due to the nationwide lockdown announced by the jurisdictional local governments in view of COVID 19. The Group's facilities resumed operations in a phased manner, aligned with the directives announced by the jurisdictional authorities from time to time, prioritizing the health and safety of all the stakeholders across the value chain.

The Group has evaluated impact of COVID 19 in assessing the recoverability of assets, more particularly carrying value of goodwill and property, plant and equipment. Such assessment consider internal and external information, including current indicators of future economic conditions. The Group continues to focus on maintaining liquidity and expects a gradual recovery of demand and supply in future months. The ultimate eventual impact of the pandemic on the results may differ from that estimated as at the date of the approval of these results. Such changes, if any, will be prospectively recognized. The Group will continue to closely monitor any material changes to future economic conditions and assess its impact on operations.

v Measurement of fair values

Certain accounting policies and disclosures of the Group require the measurement of fair values, for both financial and non financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the note 47 of financial instruments.

1B Basis of consolidation

These consolidated financial statements include financial statements of the Company and all its subsidiaries as disclosed in Note 52. Subsidiaries are all entities over which the Group has control. The parent controls an entity when it is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date the Parent acquires control until the date the control ceases.

Inter-company transactions, balances and unrealised gains and losses on inter-company transactions between group companies are eliminated. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment losses from the Group perspective. Amounts reported in separate financial statements of subsidiaries are adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interest, if any. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interest even if this results in the non-controlling interest having a deficit balance.

Non-controlling interest are presented in the consolidated statement of financial position within equity, separately from the equity of the shareholders of the Group.

i Business combinations

Business combinations have been accounted for using the acquisition method under the provisions of Ind AS 103 - Business Combinations.

The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.

Business combinations between entities under common control is accounted for at carrying value.

Transaction costs that the Group incurred in connection with a business combination are expensed as incurred.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill or capital reserve, as the case maybe. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

If the initial accounting for a business combination is incomplete by the end of each reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

The Group applies the anticipated acquisition method where it has the right and the obligation to purchase any remaining non-controlling interest (socalled put/call arrangements). Under the anticipated acquisition method, the interests of the noncontrolling shareholder are derecognised when the Group's liability relating to the purchase of its shares is recognised. The recognition of the financial liability implies that the interests subject to the purchase are deemed to have been acquired already. Therefore, the corresponding interests are presented as already owned by the Group even though legally they are still non-controlling interest.

ii Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred and the amount of any non-controlling interest in the acquiree, over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. If the excess is a negative, a bargain purchase gain is recognised in capital reserve. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

2 Significant accounting policies

i Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation (which includes capitalised borrowing costs, if any) and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable costs of bringing an asset to working condition for its intended use and estimated cost of dismantling and removing the item and restoring the site on which it is located. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by management.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials, direct labour and any other costs directly attributable to bringing the item to its intended working condition and estimated costs of dismantling, removing and restoring the site on which it is located, wherever applicable.

Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in the consolidated statement of profit and loss when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognized in the consolidated statement of profit and loss. Assets to be disposed off are reported at the lower of the carrying value or the fair value less cost to sell.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Borrowing cost directly attributable to acquisition of property, plant and equipment which take substantial period of time to get ready for its intended use are capitalized to the extent they relate to the period till such assets are ready to be put to use.

Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a Straight Line Method ('SLM') over estimated useful life of the property, plant and equipment less their estimated residual value by the Management. Depreciation for assets purchased / sold during the year is proportionately charged. The Group's range of estimated useful lives of property, plant and equipment are as follows:

Category of assets	Useful life estimated by Management
Leasehold land	Over the period of lease
Buildings	30 years
Plant and machinery*	10 years, 13 years and 21 years for 3 shifts, 2 shifts and 1 shift respectively
Measuring instru ments*	10 years, 13 years and 21 years for 3 shifts, 2 shifts and 1 shift respectively
Electrical installations*	10 years, 13 years and 21 years for 3 shifts, 2 shifts and 1 shift respectively
Data processing equip ment	4 years
Office equipment	5 years
Furniture and fixtures	5-10 years
Tools, dies and moulds	9 years
Vehicles*	10 years
Motor boat*	20 years
	Assets taken on lease:
- Leasehold improve ments	Period of lease or useful life of assets whichever is lower

Freehold land is not depreciated

* The Management believes that the useful lives as given above best represent the period over which Management expects to use these assets based on an internal assessment and technical evaluation where necessary. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act ,2013.

The assets residual value and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount

Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in consolidated statement of profit and loss within other gains / losses.

Derecognition of property, plant and equipment

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of profit and loss. Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in profit or loss within other gains / losses.

Advance paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date classified as capital advances under other non current assets and the cost of the assets not put to use before such date are disclosed under Capital work in progress.

ii Other Intangible assets

Acquired intangible assets

Intangible assets that are acquired by the Group are measured initially at cost. After initial recognition, an intangible asset is carried at its cost less any accumulated amortization and any accumulated impairment loss.

Internally generated intangible assets

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in the consolidated statement of profit and loss as incurred.

An internally -generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internallygenerated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in the statement of profit and loss in the period in which it is incurred.

Subsequent to initial recognition, internallygenerated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Subsequent measurement

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including on internally generated software is recognized in the consolidated statement of profit and loss as and when incurred.

Amortisation

The Group amortizes intangible assets with a finite useful life using the straight-line method.

The estimated useful lives of intangibles are as follows:

Category of asset	Useful life
Application software	4 years
Prototype development	10 years

The assets residual value and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

iii Impairment

(a) Goodwill

Goodwill is tested for impairment on an annual basis and whenever there is an indication that goodwill may be impaired, relying on a number of factors including operating results, business plans and future cash flows. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the Group's cash generating units (CGU) or groups of CGU's expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use. Value-in-use is the present value of future cash flows expected to be derived from the CGU. Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU. An impairment loss on goodwill is recognised in the consolidated statement of profit and loss and is not reversed in the subsequent period.

(b) Financial assets

The Group recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised as an impairment gain or loss in the consolidated statement of profit and loss.

(c) Non-financial assets

Intangible assets and property, plant and equipment

Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-inuse) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the consolidated statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount.

The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

iv Leases

The Group as a lessee:

The Group's lease asset classes primarily consist of leases for land, buildings and plant and machinery. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether : (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Group changes its assessment of whether it will exercise an extension or a termination option.

Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-ofuse assets and lease liabilities for leases of low value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The Group as a lessor

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the ROU asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

v Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of inventories comprises purchase price, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In determining the cost, weighted average cost is used. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. The comparison of cost and net realizable value is made on an item-by-item basis. Inventories are stated net of write down or allowances on account of obsolescence, damage or slow moving items. The method of determination of cost is as follows:

Raw materials and components on a weighted average basis
Stores and spares on a weighted average basis
Work-in-progress includes costs of conversion
Finished goods includes costs of conversion
Goods in transit at purchase cost

The net realizable value of work-in-progress is determined with reference to the net realizable value of related finished goods. Raw materials and other supplies held for use in production of inventories are not written down below cost except in cases where material prices have declined, and it is estimated that the cost of the finished products will exceed their net realizable value. Fixed production overheads are allocated on the basis of normal capacity of production facilities. The provision for inventory obsolescence is assessed periodically and is provided as considered necessary.

vi Revenue recognition

Revenue is recognised upon transfer of control of promised goods or services to customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

The group derives its revenue from sale of products.

The Group recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the group expects to be entitled in exchange for those goods or services.

Revenue is measured at fair value of the consideration received or receivable, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government which are levied on sales such as goods and services tax, etc. For certain contracts that permits the customer to return an item, revenue is recognised to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period.

Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned revenue ("contract liability") is recognised when there are billings in excess of revenue.

Use of significant judgements in revenue recognition:

The Group's contracts with customers could include promise to transfer multiple goods and services to a customer. The group assesses the goods/ services promised in a contract and identifies distinct performance obligations in the contract. identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables.
The Group exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Group considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of' such goods, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.

Export benefits are recognized in the consolidated statement of profit and loss when the right to receive credit as per the terms of the entitlement is established in respect of exports made.

Service income is recognized when an unconditional right to receive such income is established and on the performance of services.

vii Other income

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in the consolidated statement of profit and loss.

Dividend income is recognized in the statement of profit and loss when the right to receive payment is established, which is generally when the shareholders approves the dividend.

viii Financial instruments

A. Financial assets

1) Recognition and initial measurement

Trade receivables and debt securities are initially recognized when they are originated. All other financial assets and liabilities are initially recognized when the Group becomes a party to contractual provisions of the instrument. A financial asset or liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction cost that are directly attributable to its acquisition or issue.

2) Classification and subsequent measurement

Financial assets

On initial recognition, a financial instrument is classified and measured at

amortised cost
fair value through other comprehensive income (FVOCI) - debt instruments;
fair value through other comprehensive income (FVOCI) - equity investments; or
fair value through profit and loss (FVTPL) Financial assets are not classified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
the contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amounts outstanding.

A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is achieved by both collecting contractual cash flow and selling financial assets; and
the contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amounts outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI (designated as FVOCI- equity investment). This election is made on an investment-to-investment basis.

All financial assets not classified as amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL, if doing so eliminates or significantly reduces an accounting mistake that would otherwise arise.

Financial assets: Subsequent measurement and gains and losses

Financial assets, at FVTPL:

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income are recognized in the consolidated statement of profit and loss.

Financial assets at amortised cost:

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in the consolidated statement of profit and loss. Any gain or loss on derecognition is recognized in the consolidated statement of profit and loss.

Debt investments at FVTOCI:

These assets are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains and losses and impairment are recognized in the consolidated statement of profit and loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to the consolidated statement of profit and loss.

Equity investments at FVTOCI:

These assets are subsequently measured at fair value. Dividends are recognized as income in the consolidated statement of profit and loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are not reclassified to the consolidated statement of profit and loss.

3) Impairment of financial assets

The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss. The Group follows 'simplified approach' for recognition of impairment loss on trade receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from initial recognition.

For recognition of impairment loss on financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.

4) Derecognition of financial assets

A financial asset is derecognized only when:

the Group has transferred the rights to receive cash flows from financial asset or
retains the contractual rights to receive the cash flows from financial asset but assumed a contractual obligation to pay the cash flows to one or more recipients.

Where the Group has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

Where the Group has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognized if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.

B. Financial liability

1) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or amortised cost. All financial liabilities are recognized initially at fair value and, in case of loans and borrowings and payables, net of directly attributable transaction costs.

2) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separate embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognized in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to consolidated statement of profit and loss. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognized in the consolidated statement of profit and loss. The Group has not designated any financial liability as at fair value through profit or loss .

Amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate ("EIR") method. Gains and losses are recognized in the consolidated statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the consolidated statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified party fails to make a payment when due in accordance with the terms of a debt instrument.

Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statement of profit and loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Derivative financial instruments and Hedge Accounting

In the ordinary course of business, the Company uses certain derivative financial instruments to reduce business risks which arise from its exposure to foreign exchange and interest rate fluctuations.

The instruments are confined principally to forward foreign exchange contracts, cross currency swaps, interest rate swaps and collars. The instruments are employed as hedges of transactions included in the financial statements or for highly probable forecast transactions/ firm contractual commitments. Derivatives are initially accounted for and measured at fair value on the date the derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period.

The Company adopts hedge accounting for forward foreign exchange and interest rate contracts wherever possible. At inception of each hedge, there is a formal, documented designation of the hedging relationship. This documentation includes, inter alia, items such as identification of the hedged item and transaction and nature of the risk being hedged. At inception, each hedge is expected to be highly effective in achieving an offset of changes in fair value or cash flows attributable to the hedged risk. The effectiveness of hedge instruments to reduce the risk associated with the exposure being hedged is assessed and measured at the inception and on an ongoing basis. The ineffective portion of designated hedges is recognised immediately in the statement of profit and loss.

The Company designates certain foreign exchange forward and options contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast cash transactions.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of its forecasted cash flows. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in the Statement of Profit and Loss at the time of the hedge relationship rebalancing.

When a derivative is designated as a cash flow hedge instrument, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income and accumulated in the cash flow hedging reserve, and is transferred to the Statement of Profit and Loss upon the occurrence of the related forecast transaction.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the statement of profit and loss for the period.

In cases where hedge accounting is not applied, changes in the fair value of derivatives are recognised in the statement of profit and loss as and when they arise.

ix Employee benefits

Defined benefit plans

The Group's gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plans is determined based on actuarial valuations carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations.

Actuarial gains or losses are recognized in other comprehensive income. Further, the profit or loss does not include an expected return on plan assets. Instead net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on plan assets above or below the discount rate is recognized as part of remeasurement of net defined liability or asset through other comprehensive income.

Remeasurements comprising actuarial gains or losses and return on plan assets (excluding amounts included in net interest on the net defined benefit liability) are not reclassified to profit or loss in subsequent periods.

The Group's gratuity scheme is administered through Life Insurance Corporation of India and the provision for the same is determined on the basis of actuarial valuation carried out by an independent actuary. Provision is made for the shortfall, if any, between the amounts required to be contributed to meet the accrued liability for gratuity as determined by actuarial valuation and the available corpus of the funds.

Short term employee benefits

All employee benefits falling due wholly within twelve months of rendering the services are classified as shortterm employee benefits, which include benefits like salaries, wages, short-term compensated absences and performance incentives and are recognised as expenses in the period in which the employee renders the related service.

Short term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid e.g. short term cash bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the amount of obligation can be estimated reliably.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service ('past service cost' or 'past service gain') or the gain or loss on curtailment is recognized immediately in the consolidated statement of profit and loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Compensated absences

The employees of the Group are entitled to compensated absence. The employees can carry-forward a portion of the unutilized accumulating compensated absence and utilize it in future periods. The Group records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The obligation is measured on the basis of an independent actuarial valuation using the Projected Unit method as at the reporting date.

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions towards employee Provident Fund to Government administered Provident Fund Scheme which is a defined contribution plan. The Group's contribution is recognized as an expense in the consolidated statement of profit and loss during the period in which the employee renders the related service.

Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes cost of restructuring. If the benefits are not expected to be settled wholly within 12 months of reporting date, then they are discounted.

x Foreign currency transactions and balances

Foreign currency are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign currency denominated monetary assets and liabilities are translated into relevant functional currency at exchange rates in effect at the balance sheet date.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in the consolidated statement of profit and loss.

Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss and are generally recognized in the statement of profit and loss, except exchange differences arising from the translation of the following items which are recognized in OCI:

equity investments at fair value through OCI (FVOCI)
a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
qualifying cash flow hedges to the extent that the hedges are effective.

The assets and liabilities of foreign subsidiaries including goodwill are translated into INR, the functional currency of the Group, at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into INR at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction. The gains or losses resulting from such translation are included in currency translation reserves under other components of equity. When a subsidiary is disposed off, in full, the relevant amount is transferred to net profit in the consolidated statement of profit and loss. However, when a change in the parent's ownership does not result in loss of control of a subsidiary, such changes are recorded through equity.

xi Taxes

Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in the consolidated statement of profit and loss except to the extent it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income.

Current income tax for current and prior periods is recognized at the amount expected to be paid or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except for the cases mentioned below:

temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or substantive enactment date.

Deferred tax is not recognized for:

temporary differences arising on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits or loss at the time of the transaction;
temporary investments related to investment in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
taxable temporary difference arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of history of recent losses, the Group recognizes a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profits will be available against which such deferred tax can be realized. Deferred tax assets, unrecognized or recognised, are reviewed at each reporting date and are recognised / reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realized.

The Group offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

xii Provisions (other than employee benefits)

(a) General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, the expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(b) Onerous contract

Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognised when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a reliable estimate of such obligation.

xiii Contingent liability

A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

xiv Cash and cash equivalents

Cash and cash equivalent includes cash on hand, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

xv Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before taxes for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.

xvi Earnings per share

The basic earnings per share is computed by dividing the net profit attributable to the owners of the Group for the year by the weighted average number of equity shares outstanding during reporting period.

The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

Dilutive potential equity shares are deemed converted as of the beginning of the reporting date, unless they have been issued at a later date. In computing diluted earnings per share, only potential equity shares that is dilutive and which either reduces earnings per share or increase loss per share are included.

xvii Segment reporting

Based on the "management approach" as defined in Ind AS 108, Operating Segments, the Chief Operating Decision Maker evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments viz. Hydraulics, Aerospace, Automotive and metallurgy and Others.

xviii Warranties

Warranty costs are estimated by the Management on the basis of technical evaluation and past experience. Provision is made for estimated liability in respect of warranty costs in the period of sale of goods.

xix Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to revenue, it is recognised in the consolidated statement of profit and loss on a systematic basis over the periods to which they relate. When the grant relates to an asset, it is treated as deferred income and recognised in the statement of profit and loss on a systematic basis over the useful life of the asset.

xx Discontinued operations and assets held for sale:

Discontinued operations:

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from those of the rest of the Group's business and which represents a separate major line of business or geographical area of operations and

is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations or
is a subsidiary acquired exclusively with a view to re- sale

Classification as a discontinued operation occurs upon disposal or when the operations meets the criteria to be classified as held for sale, if earlier.

When a operation is classified as a discontinued operation, the comparative statement of profit and loss is re-presented as if the operations had been discontinued from the start of the comparative period.

Assets held for sale:

Non-current assets and disposal group are classified as "Held for Sale" if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of "Held for Sale" is met when the non-current asset or the disposal group is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as "Held for Sale". Non-current assets and disposal group held for sale are measured at the lower of carrying amount and fair value less cost to sell. Non-current assets and disposal group that ceases to be classified as "Held for Sale" shall be measured at the lower of carrying amount before the noncurrent asset and disposal group was classified as "Held for Sale" adjusted for any depreciation/ amortization and its recoverable amount at the date when the disposal group no longer meets the "Held for sale" criteria.

						Owned							Leased	Total
Particulars	Freehold land	Buildings	Machinery Plant and	Instruments Measuring	Installations Electrical	Processing Equipment Data	Equipment Office	Furniture Fixtures and	Dies and Moulds Tools,	Vehi- cles	Motor Boat	Leasehold improve- ments	(Note i) Land
Gross carrying amount:
Balance as at 1 April 2019	3,344	16,202	22,438	932	1,682	1,560	2,467	787	4,325	370	402	842	14,111	69,462
Additions	-	320	2,637	73	23	151	102	27	519	23	-	77	-	3,952
Translation adjustment	49	952	2,011	-	-	32	254	67	79	10	-	8	-	3,462
Deletion/ adjustments	-	-	(309)	-	-	-	(9)	-	-	(19)	-	-		- (337)
classified as held for sale" Reclassified from "Assets (Refer Note 54(a))	5,562	-	-	-	-	-	-	-	-	-	-	-	-	5,562
Balance as at 31 March 2020	8,955	17,474	26,777	1,005	1,705	1,743	2,814	881	4,923	384	402	927	14,111	82,101
Balance as at 1 April 2020	8,955	17,474	26,777	1,005	1,705	1,743	2,814	881	4,923	384	402	927	14,111	82,101
Additions	-	96	738	114	11	78	93	46	226	141	-	48	-	1,591
Translation adjustment	47	485	1,579	-	-	76	143	59	184	11	-	19	-	2,603
Deletion/ adjustments	-	-	(38)	-	-	-	(8)	(7)	(133)	(40)	-	-		- (226)
for sale". Refer Note 54(a) and Reclasssifed as "Assets held 54(b)	(5,562)	(4,234)	(4,736)	-	(783)	(70)	(76)	(18)	(301)	(13)	-	-	(1,406)	(17,199)
Balance as at 31 March 2021	3,440	13,821	24,320	1,119	933	1,827	2,966	961	4,899	483	402	994	12,705	68,870
Accumulated depreciation:
Balance as at 1 April 2019	-	1,561	7,370	152	614	884	1,155	582	3,611	258	161	476	44	16,868
Depreciation for the year	-	591	2,436	57	143	279	254	98	470	26	21	65	17	4,457
Depreciation on deletion Translation adjustment	-	359	1,603 (291)	-	-	23	155 (9)	28	51	6 (14)	-	2	-	2,227 (314)
Balance as at 31 March 2020	- -	- 2,511	11,118	- 209	- 757	- 1,186	1,555	- 708	- 4,132	276	- 182	- 543	- 61	23,238

Balance as at 1 April 2020	-	2,511	11,118	209	757	1,186	1,555	708	4,132	276	182	543	61	23,238
Depreciation for the year	-	569	2,584	61	125	253	251	87	285	29	20	78	231	4,573
Translation adjustment	-	203	1,190	-	-	59	89	47	123	5	-	5	-	1,721
Depreciation on deletion	-	(1)	(6)	-	-	-	(8)	(3)	(1)	(36)	-	-	-	(55)
Reclassified under "Assets held for sale". Refer Note 54.	-	(901)	(2,997)	-	(562)	(71)	(70)	(18)	(235)	(9)	-	-	(278)	(5,141)
Balance as at 31 March 2021	-	2,381	11,889	270	320	1,427	1,817	821	4,304	265	202	626	14	24,336
Net carrying amount:
Balance as at 31 March 2021	3,440	11,440	12,431	849	613	400	1,149	140	595	218	200	368	12,691	44,534
Balance as at 31 March 2020	8,955	14,963	15,659	796	948	557	1,259	173	791	108	220	384	14,050	58,863

(ii) Break up of depreciation of continued and discontinued operations is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Continuing Operations	3,529	3,451
Discontinued operations (Refer Note 54)	1,044	1,006
Total	4,573	4,457

4 Intangible assets

	Owned intangible asset
Particulars	Application Software	Prototype development	Total
Gross carrying amount:
Balance as at 1 April 2019	1,457	2,556	4,013
Additions	68	71	139
Translation adjustment	19	47	66
Balance as at 31 March 2020	1,544	2,674	4,218
Balance as at 1 April 2020	1,544	2,674	4,218
Additions	20	53	73
Translation adjustment	22	185	207
Deletion	(364)	-	(364)
Balance as at 31 March 2021	1,222	2,912	4,134
Accumulated amortization:
Balance as at 1 April 2019	1,154	318	1,472
Amortisation for the year	130	157	287
Translation adjustment	71	49	120
Balance as at 31 March 2020	1,355	524	1,879
Balance as at 1 April 2020	1,355	524	1,879
Amortisation for the year	100	123	223
Translation adjustment	21	46	67
Amortisation on deletion	(357)	-	(357)
Balance as at 31 March 2021	1,119	693	1,812
Net carrying amount:
Balance as at 31 March 2021	103	2,219	2,322

Balance as at 31 March 2020 189 2,150 2,339

Note:

(i) Break up of amortisation of continued and discontinued operations is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Continuing Operations	209	264
Discontinued operations	14	23
Total	223	287

5 Goodwill

Particulars	As at 31 March 2021	As at 31 March 2020
Carrying value at the beginning of the year	9,719	9,252
Translation differences	540	467
Carrying value at the end of the year	10,259	9,719

Goodwill represents the excess of purchase consideration over net assets value of acquired subsidiaries on the date of such acquisition. Such goodwill is tested for impairment annually or more frequently, if there are any indicators for impairment.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating unit (CGU) or groups of CGU's, which benefit from the synergies of the acquisition. The chief operating decision maker reviews the goodwill for any impairment at the operating segment level, which is represented through groups of CGU's.

The goodwill on acquisition of entities has been allocated to operating segments as follows:

Entity acquired	Allocated operating segment
Dynamatic Limited, UK	Hydraulics and Aerospace

JKM Erla Holdings GmbH, Germany (consolidated) Automotive and Metallurgy

The carrying value of goodwill, net of translation differences, as on 31 March 2021 and 31 March 2020 are as follows:

Entity acquired	Allocated operating segment	As at 31 March 2021	As at 31 March 2020
Dynamatic Limited, UK	Hydraulics and Aerospace	5,445	5,055
JKM Erla Holdings GmbH, Germany	Automotive	4,814	4,664
Total Carrying value at the end of the year		10,259	9,719

The recoverable amount of a cash-generating unit is the higher of its fair value less costs of disposal and its value in use. For the purpose of impairment test, recoverable amount of the CGU's has been determined based on value in use which is based on specific calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period and the range of each assumption mentioned below:

Particulars	As at 31 March 2021	As at 31 March 2020
Discount rate*	12.5% to 15%	13%-14.5%
Terminal growth rate **	2%	2%

*These discount rate(s) are based on the Weighted Average Cost of Capital (WACC) of the Company.

** The cash flow projections include specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate has been determined based on management's estimates of the long-term compound annual EBITDA growth rate, consistent with the assumptions that a market participant would make.

As at 31 March 2021, the estimated recoverable amount of each of the CGU's exceeded its carrying amount, hence impairment is not triggered. The carrying amount of the CGU was computed by allocating the net assets to operating segments for the purpose of impairment testing.

The directors believe that any reasonably possible change in the key assumptions on which the recoverable amount of the CGUs is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGUs.

6. Non-current investments

Particulars	As at 31 March 2021	As at 31 March 2020
Investments in equity instruments
332,000 (31 March 2020 : 332,000) equity shares of face value of INR 10 each fully paid of Kamachi Industries Limited	33	33
Nil (31 March 2020: 100) equity shares of face value of INR 655 each fully paid up of TCP Limited	-	1
	33	34
Aggregate value of unquoted investments	33	34
Aggregate amount of impairment in value of investments	-	-
Non-current Loans
Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Security deposits	931	1,014
	931	1,014
Income tax assets (net)
Particulars	As at 31 March 2021	As at 31 March 2020
Advance income tax and tax deducted at source, net of provision	1,571	996
	1,571	996
Other non-current assets
Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Capital advances	175	125
	175	125
Inventories (Valued at lower of cost and net realizable value)
Particulars	As at 31 March 2021	As at 31 March 2020
Work-in-progress	12,731	13,887
Raw materials and components#	7,268	8,760
Finished goods	1,621	2,692
Stores and spares	855	1,157
	22,475	26,496

including goods in transit as on 31 March 2021: INR 13 (31 March 2020: INR 123 ).

11 Trade receivables

Particulars	As at 31 March 2021	As at 31 March 2020
Trade receivable
Unsecured, considered good	21,092	25,050
Less: Allowance for credit losses	(1,270)	(1,456)
Net trade receivables	19,822	23,594

All trade receivables are 'current'.

The Company's exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in note 46.

12 Cash and cash equivalents

Particulars	As at 31 March 2021	As at 31 March 2020
Cash on hand	17	19
Cheque on hand	23	-
Balance with banks		-
- in current accounts	3,761	5,579
	3,801	5,598

Cash and cash equivalents as defined in Ind AS 7 "Statements of Cash Flows"

13 Bank balances other than cash and cash equivalents above

Particulars	As at 31 March 2021	As at 31 March 2020
In deposit accounts (due to mature within 12 months from the reporting date)*	2,257	2,696
Unpaid dividend	1	3
	2,258	2,699

*Balances in margin money deposits represents deposits made for non-fund based limits with banks, which are available for use to settle a liability for not more than 12 months from the balance sheet date.

14 Current Loans

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Security deposit	870	838
Loans to employees	94	154
	964	992

15 Other current assets

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Advance for supply of goods	1,738	1,469
Prepaid expenses	1,440	1,029
Balances with government authorities	2,491	2,088
	5,669	4,586

16 Equity share capital

Particulars	As at 31 March 2021	As at 31 March 2020
Authorised
Equity shares
20,000,000 equity shares (31 March 2020: 20,000,000 equity shares) of par value of INR 10 each	2,000	2,000
Preference shares
500,000 redeemable cumulative preference shares (31 March 2020: 500,000 shares) of par value of INR 100 each	500	500
	2,500	2,500
Issued, subscribed and fully paid up
Equity shares
6,341,443 equity shares (31 March 2020: 6,341,443 equity shares) of par value of INR 10 each	634	634
	634	634

Reconciliation of shares outstanding at the beginning and at the end of the reporting year

	31 March 2021		31 March 2020
Particulars	Number of shares	INR in Lakhs	Number of shares	INR in Lakhs
Shares outstanding at the beginning of the year	63,41,443	634	63,41,443	634
Shares outstanding at the end of the year	63,41,443	634	63,41,443	634

Rights, preferences and restrictions attached to equity shares:

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity share capital of the Company.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining asset of the Company after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Company has not allotted any fully paid equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date nor has issued shares for consideration other than cash.

Details of shareholders holding more than 5% of equity shares in the Company

	31 March 2021			31 March 2020
Particulars	Number	% of total share in the class	Number	% of total share in the class
Equity shares of Rs.10 each fully paid-up held by
Udayant Malhoutra	6,20,179	9.78%	6,20,179	9.78%
JKM Holdings Private Limited	9,12,538	14.39%	9,12,538	14.39%
Udayant Malhoutra and Company Pri vate Limited	6,42,011	10.12%	6,42,011	10.12%
JKM Offshore India Private Limited	4,42,071	6.97%	4,42,071	6.97%
Samena Special Situations Mauritius	5,55,754	8.76%	5,55,754	8.76%
Wavell Investments Private Limited	4,48,281	7.07%	4,48,281	7.07%
HDFC Trustee Company Limited	5,69,650	8.98%	5,69,650	8.98%

17. Other equity*

Particulars	As at 31 March 2021	As at 31 March 2020
Capital reserves	15	15
Capital redemption reserve	240	240
Reserve on amalgamation	154	154
General reserve	3,010	3,010
Securities premium	12,072	12,072
Retained earnings	18,501	20,655
Foreign currency translation reserve	2,406	533
Cash Flow Hedge Reserve - Currency Basis Spread	(156)	-
	36,242	36,679

* For detailed movement of reserves refer consolidated statement of changes in equity.

i) Capital reserve :

Capital reserve was created on account of subsidy received during the year ended 31 March 2005 and is not freely available for dividend distribution.

ii) Capital Redemption Reserve :

During the year ended 31 March 2005, an amount of INR 240 was transferred to capital redemption reserve upon redemption of preference share, in accordance with Section 69 of the Companies Act, 1956. It is not freely available for distribution.

iii) Reserve on amalgamation :

Reserve on amalgamation was created pursuant to the scheme of amalgamation of JKM Daerim Automotive Limited (JDAL) during the year ended 31 March 2008. It is not freely available for dividend distribution.

iv) General Reserve :

General Reserve is used from time to time to transfer profits from retained earnings for appropriation purpose.

v) Securities Premium :

Securities premium reserve is used to record the premium received on issue of shares by the Company. The reserve can be utilised in accordance with provisions of the Act.

vi) Retained Earnings :

The cumulative gain or loss arising from the operations which is retained by the Company is recognised and accumulated under the heading of retained earnings. At the end of the year, the profit after tax is transferred from the statement of profit and loss to the retained earnings account.

vii) Foreign currency translation reserve :

This reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations to functional currency.

viii) Cash flow hedge reserve:

The Company has designated certain foreign currency swaps as cash flow hedges in respect of foreign exchange. The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related nonfinancial hedged item.

18 Non-current borrowings

Particulars	As at 31 March 2021	As at 31 March 2020
Secured
Term loans
- from banks [refer footnote (i)]	35,541	30,793
- Financial institutions [refer footnote (ii)]	6,829	7,592
Finance lease obligation [refer footnote (iii)]	317	370
Total Borrowings	42,687	38,755
Less: Current Maturities of long term borrowings from banks	(5,153)	(2,013)
Less: Current Maturities of long term borrowings from financial institutions	(1,018)	(721)
Less: Current Maturities of finance lease obligations	(173)	(245)
Net non-current borrowings	36,343	35,776

Information about the Company's exposure to interest rate, currency and liquidity risk are disclosed in note 46.

(i) From banks (Including current maturities of the non-current borrowings shown under other current liabilities)

Details of repayment terms, interest and maturity	Nature of security
Term loan from bank aggregating to INR 23,725 (31 March 2020: INR 24,870) repayable in 32 quarterly instalments. First instalment starting from 15 October 2018 with interest rate ranging from 9.85% to 10.45% per annum.	First pari passu charge on the entire movable and immovable fixed assets of the Company, present and future. Second pari passu charge on the entire current assets of the Company. Pledge of the shares of subsidiaries and personal guarantee issued by the promoter.
Working Capital Term loan under Guaranteed Emergency Credit Line from bank aggregating to INR 4,999 (31 March 2020: Nil) repayable in 48 monthly instalments. First instalment starting from March 2022 with interest rate ranging from 8.25% to 9.25% per annum.	Second pari passu charge on the entire movable and immovable fixed assets of the Company, present and future. Second pari passu charge on the entire current assets of the Company, present and future. Second charge over pledge of 100% shares of the subsidiaries, second charge over designated accounts and second charge over Debt Service Reserve Account (DSRA).
Term loan from bank aggregating to INR 4,897 (31 March 2020 : INR 5,373) repayable in 15 quarterly instalments. The rate of interest is EURIBOR plus 5.50% per annum	Secured by movable and immovable fixed assets of Eisenwerk Erla Holding GmbH, Germany subsidiary.
Term loan from bank aggregating to INR 686 (31 March 2020 : Nil ) repayable in 32 quarterly instalments. First instalment starting from Sep 2022. The rate of interest is at 3.00% per annum.	Loan availed by Eisenwerk Erla Gmbh,Germany secured by 100% Guarantee from Government to the Bank.
Term loan from bank aggregating INR 226 (31 March 2020 : INR 286 ) repayable in 33 monthly instalments with rate of interest Base Rate plus 2.5% per annum.	Secured by way of charge over assets of Yew Tree Investments Limited and by way of corporate guarantee given by Yew Tree Investments Limited.
Term loan from bank aggregating INR 504 (31 March 2020 : Nil ) repayable in 24 monthly instalments. First instalment starting from Feb 2022. Term loan from bank aggregating INR 504 (31 March 2020 : Nil ) repayable as bullet payment in Janualry 2024. The rate of interest Base Rate plus 1.58% per annum for both loans.	Loan availed by Dynamatic Limited UK, secured by way of guarantee from UK Government.
Term loan aggregating NIL (31 March 2020 : INR 264) repaid in full during the current year.	Secured, by way of first charge on present and future fixed assets, including leasehold land, and second charge on current assets. Corporate guarantee given by Dynamatic Technologies Limited, JKM Erla Automotive Limited and personal guarantee given by promoter.

(ii) From financial institutions (Including current maturities of the long term borrowings shown under other current liabilities)

Details of repayment terms, interest and maturity	Nature of security
Term Loan from financial institutions aggregating to INR 6,762 (31 March 2020: INR 7,120) repayable in 32 quarterly instalments first instalment starting from 15 October 2018 with interest rate of 9.80% per annum.	First pari passu charge on movable and immovable fixed assets of the Company, present and future. Second pari passu charge on all current assets of the Company. Pledge of the shares of subsidiaries and personal guarantee issued by the promoter.
Term Loan from financial institutions aggregating to INR 67 (31 March 2020: INR 472) repayable in 36 monthly instalments with interest rate of 10.50% per annum.	Secured by way of exclusive charge on fixed assets purchased out of the proceeds of the loan.

(iii) Leasing Finance / HP from banks aggregating INR 317 (31 March 2020: INR 370) repayable in maximum 48 monthly instalments. The Leasing facility is secured by way of exclusive charge on assets financed by them and partly by corporate guarantee.

19 Other non-current financial liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Derivatives	152	-
	152	-

20 Non-current provisions

Particulars	As at 31 March 2021	As at 31 March 2020
Provision for employee benefits
Provision for gratuity (Refer Note 44)	1,658	1,581
Provision for compensated absences	390	378
Other provisions
Provision for decommissioning costs (Refer Note 41(b))	489	431
	2,537	2,390
Deferred tax liabilities (net)*
Particulars	As at 31 March 2021	As at 31 March 2020
Deferred tax liabilities
Property, plant and equipment and intangible assets	2,825	2,100
Lease	(741)	9
Total deferred tax liabilities (A)	2,084	2,109

Deferred tax assets
Provision for gratuity and compensated absences	613	615
Provision for loss allowance	320	181
Provision for warranty	64	32
Others	247	305
Total deferred tax assets (B)	1,244	1,133

Net deferred tax liability (A - B)	840	976
* Refer Note 51
Other non-current liabilities
Particulars	As at 31 March 2021	As at 31 March 2020
Deferred government grant	62	62
Others	37	37

	99	99
Current borrowings
Particulars	As at 31 March 2021	As at 31 March 2020
Secured Loans
Loans from banks repayable on demand

Cash credit and working capital demand loans*	13,185
	13,185	20,033 20,033
Unsecured Loans
From banks
- Bill discounting facility from banks ##	1,869 1,869	1,962 1,962

* Cash credit and working capital demand loans from banks carry interest ranging between 9.35% - 12.00% per annum, computed on a monthly basis on the actual amount utilized, and are repayable on demand. Packing Credit in Foreign Curruncy loans from banks carry interest ranging between LIBOR+3.25% - LIBOR+4.00% per annum. These are secured by pari passu charge by way of hypothecation of stock and book debts of the Group and second pari passu charge on the movable and immovable fixed assets of the Company. The overdraft facilit from the bank carries interest at base rate plus 2% per annum.

The Group has taken receivable invoice discounting facility from banks which carry interest rate of 2% per annum and is payable within 90 days from the date of bill discounted.

Information about the Group's exposure to interest rate, currency and liquidity risk are disclosed in Note 46.

24 Trade payables

Particulars	As at 31 March 2021	As at 31 March 2020
Dues of micro and small and medium enterprises (Refer Note 43)	482	1,811
Other trade payables	19,978	25,650
	20,460	27,461

All trade payables are current.

The Company's exposure to currency and liquidity risk are disclosed in note 46.

25 Other current financial liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Current maturities of long-term borrowings (Refer Note 18)	6,344	2,979
Accrued expenses	4,485	4,304
Capital creditors	33	72
Security deposits	60	64
Retention money	26	26
Interest accrued but not due on borrowings	31	168
Unpaid dividend	1	3
	10,980	7,616

The Company's exposure to currency and liquidity risk are disclosed in note 46.

26 Current provisions

Particulars	As at 31 March 2021	As at 31 March 2020
Provision for employee benefits:
Provision for gratuity (Refer Note 44)	293	324
Provision for compensated absences	96	65
Other provisions
Provision for warranties (Refer Note 41(a))	253	354
Others (Refer Note 41(c))	377	230
	1,019	973

27 Current tax liabilities (net)

Particulars	As at 31 March 2021	As at 31 March 2020
Provision for income tax	1,105	315
	1,105	315

28 Other current liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Advance received from customers	-	70
Statutory liabilities	614	562
	614	632

29 Revenue from operations

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
(A) Sale of products
Revenue from sale of products	1,10,344	1,21,197
Total revenue from sale of products (A)	1,10,344	1,21,197
(B) Other operating revenue
Export incentives	539	1,148
Scrap sales	937	662
Total other operating revenue (B)	1,476	1,810
Total revenue from operations (A+B)	1,11,820	1,23,007

30 Other income

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Interest income on financial assets carried at amortised cost	322	729
Foreign exchange gain (net)	90	853
Miscellaneous income	195	200
	607	1,782

31 Cost of materials and components consumed

Particulars	For the year ended	For the year ended
	31 March 2021	31 March 2020
Inventory of materials and components at the beginning of the year	8,568	10,027
Add: Purchases	52,857	57,481
Less: Inventory of materials and components at the end of the year	7,268	8,568
	54,157	58,940

32 Changes in inventory of finished goods and work-in-progress

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Opening stock
- Finished goods	2,649	2,023
- Work-in-progress	12,144	13,076
	14,793	15,099
Closing stock
- Finished goods	1,621	2,649
- Work-in-progress	12,731	12,144
	14,352	14,793
Add: Foreign currency translation adjustments	413	328
	854	634

33 Employee benefits expense

Particulars	For the year ended	For the year ended
	31 March 2021	31 March 2020
Salaries, wages and bonus	18,661	20,766
Contribution to provident fund and other funds	832	916
Gratuity expense (Refer Note 44)	263	240
Expenses related to compensated absence	71	89
Staff welfare expenses	2,320	2,277
	22,147	24,288

34 Finance costs

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Interest expense on financial liabilities at amortised cost	5,902	6,975
Interest expense on lease liabilities (Refer Note 40)	998	966
Unwinding of discount on dismantling cost	58	52
Other borrowing cost	41	52
	6,999	8,045

35 Depreciation and amortisation expense

Particulars	For the year ended	For the year ended
	31 March 2021	31 March 2020
Depreciation on property, plant and equipment (Refer Note 3)	3,529	3,451
Depreciation of Right-of-use assets (Refer Note 40)	4,016	4,273
Amortization of intangible assets (Refer Note 4)	209	264
	7,754	7,988

36 Other expense

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Consumption of stores, loose tools and spare parts	2,167	2,266
Subcontractor charges	3,960	4,193
Power and fuel	4,774	3,964
Rent	487	350
Repairs and maintenance:
- buildings	191	266
- plant and machinery	1,341	1,738
- others	654	751
Legal and professional fees	1,141	1,244
Payment to Auditors ( Refer Note 39)	131	83
Rates and taxes	347	288
Foreign exchange loss (net)	403	193
Allowances for doubtful receivable (net)	269	141
Bad debts written off	-	92
Freight outward	582	744
Travelling and conveyance	259	840
Insurance	714	635
Sales promotion and advertisement	-	34
Loss on sale of fixed assets (net)	(3)	10
Warranty and replacement expenses	61	21
Security charges	389	299
Packing expenses	467	526
Directors sitting fees	27	26
Printing and stationery	235	211
Communication	131	129
Membership and subscriptions	169	267
Bank charges	218	293
Corporate social responsibility expenses	125	122
Miscellaneous	522	343
	19,761	20,069

37 Contingent Liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Claims agianst the group not acknowledge as debts#
Income tax matters	1,224	952
Indirect tax related matters	599	545

Outflow, if any, arising out of the said claim including interest, if any, would depend on the outcome of the decision of the Appellate Authority and the Group's right for future appeal before the judiciary.

38 Capital and Other commitments

Particulars	As at 31 March 2021	As at 31 March 2020
Capital Commitment
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for	591	277

There are no other material commitments.

39 Payment to auditors (excluding goods and service tax)

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Statutory audit fees of standalone and consoldiated financial state ments (including quarterly limited reviews)	77	77
Certification services	25	3
Other services	23	-
Out of pocket expenses	6	3
Total	131	83

* Other services includes fee of INR 11 (PY INR Nil) towards non-audit services provided by the network firms of statutory auditors to the Company (including components controlled by the Company).

40 Leases

Transition

Effective April 1, 2019, the Group adopted Ind AS 116, Leases and applied the standard to all lease contracts existing on April 1, 2019 using the modified retrospective method. Consequently, the Group recorded the lease liability at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at the date of initial application and the ROU asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application. The figures for the year ended March 31, 2019 have not been retrospectively adjusted in line with the transtional provisions of Ind AS 116.

During the year ended March 31, 2020, on transition, adoption of Ind AS 116 resulted in recognition of 'Right of Use' asset of INR 14,835 and a lease liability of INR 14,022. The implementation of Ind AS 116 resulted in lower profit before tax by INR 536 on account of higher interest cost and depreciation offset by reversal in rental expenses. Ind AS 116 has resulted in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments.

The following is the summary of practical expedients elected on initial application :

1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date
1. Applied the exemption not to recognize ROU assets and liabilities for leases with less than 12 months of lease term on the date of initial application
1. Excluded the initial direct costs from the measurement of the ROU asset at the date of initial application.
1. Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.

The weighted average incremental borrowing rate applied to lease liabilities as at 31 March 2021 and 31 March 2020 is 12%.

(i) Following are the change in the carrying value of right to use of assets for the year ended 31 March 2021:

		Category of ROU assets
Particulars	Plant & Machinery	Building	Vehicles	Total
Balance as at 1 April 2020	6,437	5,218	68	11,723
Addition/Modification	2,974	2,973	48	5,995
Amortisation	2,630	1,345	41	4,016
Balance as at 31 March 2021	6,781	6,846	75	13,702

(i) Following are the change in the carrying value of right to use of assets for the year ended 31 March 2020:

	Category of ROU assets
Particulars	Plant & Machinery	Building	Vehicles	Total
Reclassified on account of adaptation of Ind AS 116	9,368	5,412	55	14,835
Addition/Modification	907	186	68	1,161
Amortisation	3,838	380	55	4,273
Balance as at 31 March 2020	6,437	5,218	68	11,723

(ii) The following is the break up of current & non-current liabilities as at 31 March 2021 and 31 March 2020:

Particulars	As at 31 March 2021	As at 31 March 2020
Non- Current	11,776	8,921
Current	4,869	4,612
	16,645	13,533

(iii) The following is the movement of lease liabilities during the year ended 31 March 2021 and 31 March 2020:

Particulars	As at 31 March 2021	As at 31 March 2020
Balance at the beginning of the year	13,533	16,151
Addition/Modification	5,995	518
Finance cost during the year	998	966
Lease payment/adjustment during the year	3,881	4,102
	16,645	13,533

(iv) The table below provides details regarding the contractual maturities of lease liabilities as at 31 March 2021 and 31 March 2020 on an undiscounted basis:

Particulars	As at 31 March 2021	As at 31 March 2020
Payable within 1 year	5,310	4,888
Payable between 1-5 years	9,453	9,573
Payable later than 5 years	5,574	480
Total	20,337	14,941

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases for the year is INR 487 (31 March 2020 : INR 352).

41 The disclosure requirement as per Ind AS 37 with respect to the movement of provisions is as follows:

(a) Provision for warranties

Particulars	As at 31 March 2021	As at 31 March 2020
Opening balance	354	499
Provisions recognized	61	166
Provisions utilized / reversed during the period*	(162)	(311)
Closing balance	253	354

* includes foreign currency translation adjustments

(b) Provision for asset decommissioning

Particulars	As at 31 March 2021	As at 31 March 2020
Opening balance	431	379
Unwinding of discount	58	52
Closing balance	489	431

(c) Other provision

Particulars	As at 31 March 2021	As at 31 March 2020
Opening balance	230	312
Provisions utilized / reversed during the period*	147	(82)
Closing balance	377	230

42 Segment reporting

The Chief Executive Officer and the Managing Director of the Group has been identified as the Chief Operating Decision Maker ("CODM") as defined by Ind AS 108, Operating Segments. The CODM evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by the products portfolio and segment information has been presented accordingly.

Operating segment

The Group's business is concentrated in manufacturing of hydraulic products, automotive & aluminium castings, aerospace and others. And accordingly, primary segment information is presented based on the following :

Reportable segment

• Hydraulics	Engaged in the activity of manufacturing hydraulic pumps, hand pumps, lift assemblies, valves and power packs.
• Automotive and Metallurgy	Engaged in the activity of manufacturing automotive components including engine transmission, turbocharger and chassis parts.
• Aerospace & Defence	Engaged in the activity of manufacturing airframe structures and precision aerospace components.
• Others	Comprising Homeland division and Medical division which offers cutting edge security products and manufacturing of medical kits respectively.

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Group as a whole. The Group has a corporate centre, which provides various accounting and administrative support functions. Segment information for this activity has been aggregated under "Unallocated". Revenue identifiable to business segments have been disclosed under the respective business segment. Segment costs include employee benefit expenses, cost of material consumed, depreciation and other operating expenses that can be allocated on a reasonable basis to respective segments. Assets and liabilities in relation to segments are categorized based on items that are individually identifiable to that segment. Certain assets and liabilities are not specifically allocable to individual segments as these are used interchangeably. The Group therefore believes that it is not practicable to provide segment disclosures relating to such assets and liabilities and accordingly, these are separately disclosed as 'Unallocated'.

A Operating segment information for the year ended 31 March 2021 and March 2020 is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Segment revenue
a) Hydraulics	29,763	29,500
b) Aerospace & Defence	37,395	49,760
c) Automotive and Metallurgy	44,187	43,499
d) Others	475	248
Revenue from operations (continuing operations)	1,11,820	1,23,007
e) From discontinued operations (Refer Note 54)	9,235	12,993
Total revenue from operations (continuing and discontinued operations)	1,21,055	1,36,000
Segment results (profit/ (loss) before finance costs, other income and tax from each segment)
a) Hydraulics	1,855	818
b) Aerospace & Defence	7,813	11,195
c) Automotive and Metallurgy	(20)	591
d) Others	(1,125)	(614)
e) Unallocated	(1,376)	(902)
Total (continuing operations)	7,147	11,088
e) From discontinued operations (Refer Note 54)	(2,385)	(3,450)
Total (continuing and discontinued operations)	4,762	7,638
Unallocable
- Finance costs	(6,999)	(8,045)
- Other income	607	1,782
Profit before tax (continuing and discontinued operations)	(1,630)	1,375
Particulars	As at 31 March 2021	As at 31 March 2020
Segment assets
a) Hydraulics	30,089	28,823
b) Aerospace & Defence	57,433	60,478
c) Automotive and Metallurgy	29,528	40,655
d) Others	3,112	9,692
e) Unallocated	8,679	9,431
Segment assets from continuing operations	1,28,841	1,49,079
f) Relating to discontinued operation (Refer Note 54)	8,475	-
g) Other assets classified as held for sale (Refer Note 54)	5,562	-
Segment assets (continuing and discontinued operations)	1,42,878	1,49,079
Segment liabilities
a) Hydraulics	15,375	15,380
b) Aerospace & Defence	13,789	16,440
c) Automotive and Metallurgy	15,697	15,756
d) Others	420	1,308
e) Unallocated	60,567	62,882
Segment liabilities from continuing operations	1,05,848	1,11,766
f) Liabilities relating to discontinued operation (Refer Note 54)	154	-
Segment liabilities (continuing and discontinued operations)	1,06,002	1,11,766

Information about reportable segments for the period from 1 April 2020 to 31 March 2021 is as follows:

Particulars	Hydraulics	Aerospace & Defence	Automotive and Metallurgy (Continuing)	Discontinued operations	Others	Unallocated	Total
Depreciation and amortisation expense	1,452	3,913	2,117	1,058	195	77	8,812
Capital expenditure	222	970	287	119	37	27	1,662

Information about reportable segments for the period from 1 April 2019 to 31 March 2020 is as follows:

Particulars	Hydraulics	Aerospace & Defence	Automotive and Metallurgy (Continuing)	Discontinued operations	Others	Unallocated	Total
Depreciation and amortisation expense	1,468	4,057	3,408	974	84	-	9,991
Capital expenditure	382	3,090	466	-	153	-	4,091

B Geographic information:

The geographical information analyses the Group's revenue and non-current assets by the Group's country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of the customer and segment assets which have been based on the geographical location of the assets.

	Revenue from Operations		Non current assets*
Particulars	For the year ended		As at
	31 March 2021	31 March 2020	31 March 2021	31 March 2020
India #	30,688	36,887	28,055	36,000
Outside India
Europe (other than UK)	47,249	47,382	17,755	18,935
United Kingdom	16,111	23,169	24,085	19,308
United States	21,167	18,704	-	-
Canada	4,959	8,319	-	-
Rest of the world	881	1,539	-	-
Total	1,21,055	1,36,000	69,895	74,243

*Non-current assets excludes financial assets.

Includes revenue from discontinued operations of INR 9,235 ( 31 March 2020: INR 12,993 )

C Major customer

Revenue from transactions with the external customer amounting to 10% or more of the Company's revenues is as follows:

Particulars	31 March 2021	31 March 2020
Customer 1*	-	13,993

*None of the customers of the Group have revenue which is more than 10% of Group total revenue in current financial year.

43 Dues to micro, small and medium enterprises

Total outstanding dues of micro, small and medium enterprises, which are outstanding for more than the stipulated period and other disclosures as per the Micro, Small and Medium Enterprises Development Act, 2006 (hereinafter refer to as "the MSMED Act") are given below:

Particulars	31 March 2021	31 March 2020
(a) the principal amount and the interest due thereon remaining un paid to any supplier at the end of each accounting year;
Principal	482	1,811
Interest	31	51
(b) the amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during each accounting year	-	-
(c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006	-	-
(d) the amount of interest accrued and remaining unpaid at the end of each accounting year, and	31	51
(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallow ance of a deductible expenditure under Section 23 of the Micro, Small
and Medium Enterprises Development Act, 2006.	31	51
Total	513	1,862

44 Assets and liabilities relating to employee benefits

Particulars	As at 31 March 2021	As at 31 March 2020
Net defined benefit liability, gratuity plan*	1,951	1,903
Liability for compensated absences	486	443
Total employee benefit liability	2,437	2,346
Gratuity
Current	293	324
Non-current	1,658	1,581
	1,951	1,905
Compensated absences
Current	96	65
Non-current	390	378
	486	443

* Excludes provision for discontinued operations amounting to INR 154 (31 March 2020: 11 ).

The Group operates the following post-employment defined benefit plan

Defined benefit plan

The Group operates post-employment defined benefit plan that provide gratuity, governed by the Payment of Gratuity Act,1972. Employee's who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service or part thereof in excess of six months. The gratuity plan is a funded plan. The Group does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

These defined benefit plans expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.

A Funding

The Group expects to pay INR 140 in contributions to its defined benefit plans in financial year 2021-22.

B Reconciliation of net defined benefit liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability/ assets and its components:

(i) Reconciliation of present value of defined benefit obligation

Particulars	As at 31 March 2021	As at 31 March 2020
Obligation at the beginning of the year	2,071	1,749
Interest cost	136	135
Current service cost	135	124
Liability transferred on account of discontinued operations (Refer Note 54)	(79)	-
Benefits paid	(171)	(29)
Actuarial (Gains)/Losses on Obligations recognised in Other Comprehensive Income (OCI)
- Changes in financial assumptions	(3)	124
- Experience adjustments	(53)	(32)
Obligation at the end of the year	2,036	2,071

(ii) Reconciliation of present value of plan assets

Particulars	As at 31 March 2021	As at 31 March 2020
Plan assets at the beginning of the year, at fair value	168	113
Interest income on plan assets	7	9
Contributions	123	80
Asset transferred on account of discontinued operations (Refer Note 54)	(30)	-
Benefits paid	(171)	(27)
Return on plan assets, excluding interest income recog nised in OCI	(12)	(7)
Plan assets at the end of the year, at fair value	85	168
Net defined benefit liability	1,951	1,903

C (i) Expense recognized in Statement of profit and loss

	For the year ended
Particulars	31 March 2021	31 March 2020
Current service cost	135	124
Interest cost	136	135
Interest income	(7)	(9)
Net gratuity cost	264	250

(ii) Remeasurement recognized in other comprehensive income

	For the year ended
Particulars	31 March 2021	31 March 2020
Actuarial (gain)/ loss on defined benefit obligation	(56)	92
Return on plan assets, excluding interest income	12	8
Total (gain)/ loss recognised in other comprehensive income	(44)	100

D Plan assets

Particulars	31 March 2021	31 March 2020
Insurance fund	85	166
	85	166

E Defined benefit obligation

(i) Actuarial assumptions

	For the year ended
Particulars	31 March 2021	31 March 2020
Rate of return on planned assets	6.85%	6.83%
Discounting rate	6.85%	6.83%
Future salary growth	6.00%	6.00%
Attrition rate	5.00%	5.00%
Weighted average duration of defined benefit obligation (in years)	9	9
Retirement age	60	58-60

Notes:

(i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Group's policy for plan asset management.
(ii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(ii) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant would have affected defined benefit obligation by amounts shown below:

Particulars	As at 31 March 2021	As at 31 March 2020
Projected Benefit Obligation on Current Assumptions (Gross)	2,036	2,069
Impact of change in discount rate by +1%	(144)	(142)
Impact of change in discount rate by -1%	165	163
Impact of change in salary rate by +1%	159	157
Impact of change in salary rate by -1%	(142)	(140)
Impact of change in employee turnover rate by +1%	10	9
Impact of change in employee turnover rate by -1%	(12)	(11)

Defined contribution plan

The Group's contribution to Provident Fund aggregating to INR 832 (31 March 2020: INR 979 ) has been recognised in the Statement of Profit and Loss under the head employee benefit expense. The above includes contribution to provident fund of INR 49 (31 March 2020: INR 3 ) pertaining to discontinued operations.

45 Financial instruments - fair value and risk management

Accounting classification and fair value

The following table shows the carrying amount and fair value of financial assets and financial liabilities including their level in fair value hierarchy:

Fair value hierarchy

The section explains the judgment and estimates made in determining the fair values of the financial instruments that are:

a) recognized and measured at fair value
b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard.

	Carrying amount			Fair value
Particulars	31 March 2021	Level 1	Level 2	Level 3	Total
Financial assets not measured at fair value
Loans (current and non - current)	1,895	-	-	-	-
Trade receivables, net of loss allowance	19,822	-	-	-	-
Cash and cash equivalents	3,801	-	-	-	-
Bank balances other than cash and cash equivalents	2,258	-	-	-	-
Other financial assets (current and non - current)	-	-	-	-	-
Financial assets measured at fair value					-
Investments in equity shares	33	-	-	33	33
Total financial assets	27,809	-	-	33	33
Financial liabilities not measured at fair value
Borrowings (current and non - current)	57,741	-	-	-	-
Lease Liabilities (current and non - current)	16,645	-	-	-	-
Trade payables	20,460	-	-	-	-
Other financial liabilities (current and non - current)*	4,788	-	152	-	152
Total financial liabilities	99,634	-	152	-	152
	Carrying amount			Fair value
Particulars	31 March 2021	Level 1	Level 2	Level 3	Total

Financial assets not measured at fair value
Loans (current and non - current)	2,006	-	-	-	-
Trade receivables, net of loss allowance	23,594	-	-	-	-
Cash and cash equivalents	5,598	-	-	-	-
Bank balances other than cash and cash equivalents	2,699	-	-	-	-
Other financial assets (current and non - current)	-	-	-	-	-
Financial assets measured at fair value					-
Investments in equity shares	34	-	-	34	34
Total financial assets	33,931	-	-	34	34
Financial liabilities not measured at fair value
Borrowings (current and non - current)	60,750	-	-	-	-
Lease Liabilities (current and non - current)	13,533
Trade payables Other financial liabilities (current and non - current)*	27,461 4,637	- -	- -	- -	- -

* Current maturities of long term borrowings aggregating INR 6,344 and INR 2,979 as at 31 March 2021 and 31 March 2020 respectively, form part of borrowings.

Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes investment in equity, preference securities, mutual funds and debentures that have quoted price.

Total financial liabilities 1,06,381 - - - -

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-thecounter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for investment in equity shares included in level 3.

Fair valuation method

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values.

A Financial Assets:

(i) Fair value of all these financial assets are measured at balance sheet date value, as most of them are settled within a short period and so their fair value are assumed to be almost equal to the balance sheet date value.

B Financial Liabilities:

(i) Borrowings: It includes loans taken from banks and financial institution, cash credit and bill discounting facilities. Borrowings are classified and subsequently measured in the financial statements at amortized cost. Considering that the interest rate on the loans is reset on a monthly / quarterly basis, the carrying amount of the loan would be a reasonable approximation of its fair value.
(ii) Trade payables and other liabilities: Fair values of trade and other liabilities are measured at balance sheet value, as most of them are settled within a short period and so their fair values are assumed to be almost equal to the balance sheet values.

(iii) Derivative financial instruments:

Derivative instruments used by the Company include forward exchange contracts, interest rate swaps, currency swaps, options and interest rate caps and collars. These financial instruments are utilised to hedge future transactions and cash flows and are subject to hedge accounting under Ind AS 109 "Financial Instruments" wherever possible. The Company does not hold or issue derivative financial instruments for trading purposes. All transactions in derivative financial instruments are undertaken to manage risks arising from underlying business activities.

The following table sets out the exposure and the fair value of derivatives held by the Company as at the end of each reporting period:

	31 March 2021
Particulars	Exposure in INR	Fair Value - Assets	Fair Value - Liabilites
Derivatives designated as cashflow hedges
Currency Swaps for receivables including firm commitments and highly probable forecasted transactions	7,587	-	152
Total of Derivative Contracts entered into for Hedging Purpose	7,587	-	152

46 Financial risk management

The Group's activities expose it to financial risks: credit risk, liquidity risk and market risk.

Risk management framework

The Board of Directors of the Holding Company have overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee of the Holding Company oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee is assisted in its oversight role by internal auditor. Internal Audit function includes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

i) Credit risk

Credit risk is the risk of financial loss to the Group, if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Group assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represents the maximum credit exposure.

Trade and other receivables

The maximum exposure to credit risk at the reporting date is primarily from trade receivables. However, the management also considers the factors that may influence the credit risk of its customer base. Customers of the Group are spread across diverse industries and geographical areas. The Group limits its exposure to credit risk from trade receivables by establishing a maximum credit period and takes appropriate measures to mitigate the risk of financial loss from defaults. Recurring credit evaluation of credit worthiness is performed based on the financial condition of respective customers.

Expected credit loss assessment for trade receivables as at 31 March 2021 and 31 March 2020 are as follows: The Group establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables as at 31 March 2021 amounting to INR 19,822 (31 March 2020: INR 23,594). The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows.

Particulars	As at 31 March 2021	As at 31 March 2020
Balance as at the beginning of the year	1,456	1,276
Amounts written off	(607)	16
Net measurement of loss allowance	421	164
Balance as at the end of the year	1,270	1,456

ii) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligation as they become due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

Management monitors rolling forecast of the Group's liquidity position and cash and bank balances on the basis of expected cash flows. This is generally carried out by the Management in accordance with practice and limits set by the Group. In addition, the Group's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

A) Financing arrangement

The Group maintains the following line of credit:

(a) Terms loans taken from bank aggregating to INR 35,541 ( 31 March 2020: INR 30,793) out of which, INR 23,725 (31 March 2020: INR 24,870 ) is repayable in 32 quarterly instalments first instalment starting from 15 October 2018 with interest rate ranging from 9.85% to 10.45% per annum, Working Capital Term loan under Guaranteed Emergency Credit Line from bank aggregating to INR 4,999 (31 March 2020: Nil) repayable in 48 monthly instalments. First instalment starting from March 2022 with interest rate ranging from 8.25% to 9.25% per annum. INR 4,897 (31 March 2020: INR 5,373 ) is repayable in 15 quarterly instalments at EURIBOR plus 5.50% per annum,Term loan from bank aggregating to INR 686 (31 March 2020 : Nil ) repayable in 32 quarterly instalments. First instalment starting from Sep 2022. The rate of interest is at 3.00% per annum, INR 226 (31 March 2020: INR 286) is repayable in 33 monthly instalments at base rate plus 2.50% per annum, Term loan from bank aggregating INR 504 (31 March 2020 : Nil ) repayable in 24 monthly instalments, Term loan from bank aggregating INR 504 (31 March 2020 : Nil ) repayable as bullet payment in Janualry 2024. The rate of interest Base Rate plus 1.58% per annum for both loans.

Term Loan from financial institutions aggregating to INR 6,829 (31 March 2020: INR 7,592) out of which INR 6,762 (31 March 2020: INR 7,120 ) is repayable in 32 quarterly instalments first instalment starting from 15 October 2018 with interest rate of 9.80% per annum., INR 67 (31 March 2020: INR 472) repayable in 36 monthly instalments with interest rate of 10.50% per annum.

These are secured by first pari passu charge on the entire movable and immovable fixed assets of the Group, present and future (other than those exclusively charged). Second pari passu charge on the entire current assets of the Group, present and future.

(b) Leasing finance from banks aggregating INR 317 (31 March 2020: INR 370 ) repayable in maximum 48 monthly instalments secured by way of exclusive charge on fixed assets and partly by way of corporate guarantee.

(c) Cash credit and working capital demand loans from banks carry interest ranging between 9.35% 12.00% per annum, computed on a monthly basis on the actual amount utilized, and are repayable on demand. These are secured by pari passu charge by way of hypothecation of stock and book debts of the Group and second pari passu charge on the movable and immovable fixed assets of the Group.
(d) The Group has availed revolving packing credit facility in foreign currency, which carry interest ranging between LIBOR+3.50% and LIBOR+4.00% per annum for period ranging 120 days. The overdraft facilit from the bank carries interest at base rate plus 2% per annum.
(e) The Group has taken receivable bill discounting facility from banks which carry interest rate of 2% per annum and is payable within 90 days from the date of bill discounted.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2021 and 31 March 2020. The amounts are gross and undiscounted contractual cash flow and includes contractual interest payment and exclude netting arrangements:

As at 31 March 2021

			Contractual cash flows
Particulars	Carrying amount	Total	0-1 years	1-5 years	5 years and above
Borrowings*	57,741	57,741	21,418	34,770	1,553
Lease liabilities	16,645	20,337	3,317	8,821	8,199
Trade payables	20,460	20,460	20,460	-	-
Derivatives	152	267	(257)	444	80
Other financial liabilities (current and non - current)	4,636	4,636	4,636	-	-
Total	99,634	1,03,421	49,554	44,035	9,832

As at 31 March 2020

	Contractual cash flows
Particulars	Carrying amount	Total	0-1 years	1-5 years	5 years and above
Borrowings*	60,750	60,750	24,914	28,697	7,139
Lease liabilities	13,533	14,941	4,888	9,573	480
Trade payables	27,461	27,461	27,461	-	-
Other financial liabilities (current and non - current)	4,637	4,637	4,637	-	-
Total	1,06,381	1,07,789	61,900	38,270	7,619

* Including current maturities of long term borrowings.

As disclosed in note 19 and 23, the Group has secured bank loan that contains loan covenants. A future breach of covenant may require the Company to repay the loan earlier than indicated in the above table. Except for these financial liabilities, it is not expected that cash flows included in maturity analysis could occur significantly earlier.

iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

A) Currency risk

The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currency of the Group companies. The functional currency of the Holding Company is primarily INR. The currencies in which these transactions are primarily denominated are USD, GBP etc.

Management monitors the movement in foreign currency and the Group's exposure in each of the foreign currency. Based on the analysis and study of movement in foreign currency, the Group decides to exchange its foreign currency.

Exposure to currency risk

The summary quantitative data about the Group's exposure to currency risk as reported to management is as follows:

			As at 31 March 2021		As at 31 March 2020
Particulars	Currency	Amount in foreign currency in Lakhs	Amount in INR	Amount in foreign currency in Lakhs	Amount in INR
	USD	126	9,207	134	10,138
Trade receivables	EURO	1	122	1	108
	GBP	13	1,261	16	1,497
Other current financial assets	USD	9	687	14	1,041
	USD	3	293	48	3,596
Trade payables	EURO	16	1,203	5	403
	GBP	2	231	2	162
	CAD	-	-	1	41
	GBP	15	1,488	16	1,497
Current borrowings	USD	35	2,584	5	342
	EURO	12	1,011	15	1,229
Other financial liabilities	USD	102	7,587	-	-

The following significant exchange rates have been applied

	Year end spot rate
Currency	31 March 2021	31 March 2020
USD/INR	73.11	75.42
EURO/INR	85.78	83.09
GBP/INR	100.77	93.55
CAD/INR	58.03	53.56

Sensitivity analysis

A reasonably possible strengthening/ (weakening) of the USD, EURO ,GBP and CAD against INR at 31 March 2021 and 31 March 2020 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

Particulars	Profit and loss		Impact on other component of Equity		Equity, net of tax
	Strengthening	Weakening	Strengthening	Weakening	Strengthening	Weakening
31 March 2021
USD (3% movement)	213	(213)	(224)	224	(8)	8
EURO (3% movement)	(69)	69	-	-	(52)	52
GBP (3% movement)	(12)	12	-	-	(9)	9
31 March 2020
USD (3% movement)	215	(215)	-	-	161	(161)
EURO (3% movement)	(47)	47	-	-	(35)	35
GBP (3% movement)	(6)	6	-	-	(4)	4

B) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

(a) Interest rate risk exposure

The exposure of the Group's borrowing to interest rate changes at the end of the reporting period are as follows.

			As at
Particulars			31 March 2021	31 March 2020
Financial Assets
Fixed rate instruments
Bank Deposits			2,258	2,699
Total			2,258	2,699
Financial Liabilities
	Variable rate borrowings (including current maturities of long term borrowings)			57,816
Fixed rate borrowings (including current maturities of long term borrowings)			3,425	2,934
Total borrowings			57,741	60,750
(b) Sensitivity
Particulars	Profit and loss			Equity, net of tax
	1% increase	1% decrease	1% increase	1% decrease
31 March 2021
Variable rate borrowings	(543)	543	(406)	406
31 March 2020
Variable rate borrowings	(578)	578	(433)	433

47 Capital management

The Group's policy is to maintain a stable and strong capital base structure with a focus on total equity so as to maintain investor, creditor and market confidence and to sustain future development and growth of the business. The Group monitors the return on capital as well as the level of dividends on its equity shares. The Group's objective when managing capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability to continue as a going concern.

The Group monitors capital using a ratio of 'adjusted net debt' to 'equity'. For the purpose of Group's capital management, adjusted net debt is defined as aggregate on Non-current borrowing, current borrowing and current maturities of long-term borrowings less cash and cash equivalents and total equity includes issued capital and all other equity reserves.

The Group's adjusted net debt equity ratio were as follows:

	As at
Particulars	31 March 2021	31 March 2020
Borrowings (current and non-current)	57,741	60,750
Less: Cash and cash equivalents	(3,801)	(5,598)
Adjusted net debt	53,940	55,152
Total equity	36,876	37,313
Net debt to equity ratio	1.46	1.48

48 Related party disclosures

(i) Name of related parties and description of relationship:

Name of the related party	Description of relationship
JKM Holdings Private Limited Wavell Investments Private Limited	Entities over which key executive management personnel or relatives of such personnel are able to exercise significant influence and have transactions during the year.

Key executive management personnel	Designation
Udayant Malhoutra	Chief Executive Officer and Managing Director
P.S. Ramesh	Executive Director, Group Technical Services and Human Resource
Arvind Mishra	Executive Director and Global Chief Operating Officer - Hydraulics & Head - Homeland Security
Chalapathi P.	Chief Financial Officer
Shivaram V	Head - Legal, Compliance & Company Secretary

(ii) List of subsidiaries (including step subsidiaries)

		Subsidiary/ Step Country of		Holding as at
Name of the entity	Subsidiary	domicile	31 March 2021	31 March 2020
JKM Erla Automotive Limited ("JEAL")	Subsidiary	India	99.99%	99.99%
JKM Research Farm Limited ("JRFL")	Subsidiary	India	99.99%	99.99%
JKM Global Pte Limited ("JGPL")	Subsidiary	Singapore	100%	100%
JKM Ferrotech Limited ("JFTL")	Step Subsidiary	India	99.99%	99.99%
Dynamatic Limited ("DLUK")	Step Subsidiary	United Kingdom	100%	100%
Yew Tree Investments Limited ("YTIL")	Step Subsidiary	United Kingdom	100%	100%
Dynamatic US, LLC ("DUS")	Step Subsidiary	United States of America	100%	100%
JKM Erla Holdings GmbH ("JEHG")	Step Subsidiary	Germany	100%	100%
Eisenwerk Erla GmbH ("EEG")	Step Subsidiary	Germany	100%	100%
JKM Automotive Limited ("JAL")	Step Subsidiary	India	100%	100%

(iii) Related party transactions during the year

Particulars	Related Parties	For the year ended
		31 March 2021	31 March 2020
Purchase of raw materials	Wavell Investments Private Limited	455	740
Rent expense	JKM Holdings Private Limited	4	4
Intercorporate deposits taken/ (repaid)	Wavell Investments Private Limited	-	(170)
Trade advances given	Wavell Investments Private Limited	301	402

(iv) Balance receivable from and payable to related parties as at the balance sheet date:

Particulars	Related Parties	As at 31 March 2021	As at 31 March 2020
Other current asset	Wavell Investments Private Limited	768	567
Trade payables	Wavell Investments Private Limited	247	204

(v) Compensation of key managerial personnel*

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Udayant Malhoutra	79	79
P.S. Ramesh	85	90
Arvind Mishra	84	90
Chalapathi P.	63	70
Shivaram V	30	31
	341	360

*Managerial remuneration does not include cost of employee benefits such as gratuity and compensated absences since, provision for these are based on an actuarial valuation carried out for the Group as a whole.

Terms and conditions

All transactions with these related parties are priced at arm's length basis and resulting outstanding balances are to be settled in cash within six months to one year of reporting date. None of the balances are secured.

49 Earnings per share

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net profit for the year attributable to equity shareholders
From continuing operations	198	7,356
From discontinued operations	(2,385)	(3,450)
Total profit/(Loss) for the year	(2,187)	3,906

Reconciliation of basic and diluted shares used in computing earnings per share:

Particulars	As at 31 March 2021	As at 31 March 2020
Number of equity shares outstanding at the beginning of the year	63,41,443	63,41,443
Add: Weighted average number for equity shares issued during the year	-	-
Weighted average number of equity shares outstanding during the	63,41,443	63,41,443
year

Earnings per share

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Basic and Diluted earnings per share
From continuing operations	3.12	116.03
From discontinued operations	(37.62)	(54.41)
Total basic and diluted earnings per share	(34.50)	61.62

50 Transfer pricing

The Group has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Group is in the process of updating the documentation for the international transactions entered into with the associated enterprise during the financial year and expects such records to be in existence latest by the end of the stipulated timeline, as required by law. The Management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expenses and that of provision for taxation.

51 Income tax

A Amount recognized in statement of profit and loss

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Current income tax:
Current income tax charge- continuing operations	693	(81)
Current income tax charge- discontinued operations	-	-
	693	(81)
Deferred tax:
Attributable to
Origination and reversal of temporary differences- continuing operations	(136)	(2,450)
Origination and reversal of temporary differences- discontinued	-	-
operations
	(136)	(2,450)
Income tax expense reported in the statement of profit and	557	(2,531)
loss

B Income tax recognized in other comprehensive income

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net gain / (loss) on remeasurement of defined benefit liability / (assets)	44	(100)
Income tax expense/ (credit) to OCI	11	(24)

C Reconciliation of effective tax rate

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Profit before tax (continuing and discontinued operations)	(1,630)	1,375
Tax using the Holding Company's domestic tax rate 25.17% (31 March 2020: 25.17%)	(410)	346
Effect of deferred tax on fair value impact of investment in subsidiaries	(195)	(1,845)
Current year losses on which deferred tax was not recognised	2,385	1,850
Effect on deferred tax balances due to change in income tax rate / differential tax rate on capital gains	-	26
Impact of non - deductible expenses for tax purposes	(1,223)	(2,908)
Income tax expense	557	(2,531)

D Deferred tax

Deferred tax relates to the following:

Particulars	As at 31 March 2020	Recognized in profit or loss	Recognized in OCI	As at 31 March 2021
Deferred tax assets / (liabilities)
Property, plant and equipment and intangible assets	(2,100)	(725)	-	(2,825)
Lease	(9)	750	-	741
Provision for loss allowance	181	139	-	320
Provision for gratuity and compensated absences	615	9	(11)	613
Provision for warranty	32	32	-	64
Others	305	(58)	-	247
Deferred tax assets / (liabilities)	(976)	147	(11)	(840)

Particulars	As at 1 April 2019	Recognized in profit or loss	Recognized in OCI	As at 31 March 2020
Deferred tax assets / (liabilities)
Property, plant and equipment and intangible assets	(4,656)	2,556	-	(2,100)
Lease	-	(9)	-	(9)
Provision for loss allowance	326	(145)	-	181
Provision for gratuity and compensated absences	665	(74)	24	615
Provision for warranty	68	(36)	-	32
Others	147	158	-	305
Deferred tax assets / (liabilities)	(3,450)	2,450	24	(976)

*movement includes foreign currency translation adjustment

E Unrecognized deferred tax assets

Deferred tax assets have not been recognised in respect of the following items for one of the subsidiary, as it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

Particulars	31 March 2021	31 March 2020
Carry forward of business losses	7,411	23,757
Carry forward of unabsorbed depreciation	11,160	11,314
Total brought forward losses	18,571	35,071
Potential tax benefit @ 25.17*	4,674	8,827
Deferred tax on losses created to the extent of deferred tax liabilities in the books of the subsidiary	426	746
Unrecognised deferred tax asset	4,248	8,081

*The business losses expire in 2022-29. The deductible temporary differences do not expire under current tax legislation.

52 Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements

31 March 2021

Name of the Subsidiary	Consolidated net assets		Consolidated profit or loss		Consolidated OCI		Consolidated total Comprehensive income
	Percentage Amount		Percentage	Amount	Percentage Amount		Percentage Amount
Dynamatic Technologies Limited Standalone	91%	33,537	(129%)	2,825	9%	184	(2315%)	3,009
Foreign Subsidiaries
Dynamatic Limited UK*	44%	16,287	77%	(1,677)	-	-	1290%	(1,677)
Eisenwerk Erla GmbH #	56%	20,661	34%	(749)	-	-	576%	(749)
JKM Global Pte Limited, Singapore	12%	4,564	1%	(20)	-	-	15%	(20)
Indian Subsidiaries
JKM Erla Automotive Limited	36%	13,257	1%	(15)	-	-	12%	(15)
JKM Ferrotech Limited	(10%)	(3,679)	109%	(2,385)	-	-	1835%	(2,385)
JKM Research Farm Limited	7%	2,577	(1%)	26	-	-	(20%)	26
JKM Automotive Limited	-	-	-	-	-	-	-	-
Consolidated adjustments	(136%)	(50,328)	9%	(192)	91%	1,873	(1293%)	1,681
Total		100% 36,876	101%	(2,187)	100%	2,057	100%	(130)

31 March 2020

Name of the Subsidiary	Consolidated net assets		Consolidated profit or loss		Consolidated OCI		Consolidated total Comprehensive income
	Percentage Amount		Percentage	Amount	Percentage Amount		Percentage Amount
Dynamatic Technologies Limited Standalone	83%	30,836	(532%)	(20,774)	(8%)	(74)	(432%)	(20,848)
Foreign Subsidiaries
Dynamatic Limited UK*	45%	16,698	(16%)	(633)	-	-	(13%)	(633)
Eisenwerk Erla GmbH #	55%	20,650	2%	67	-	-	1%	67
JKM Global Pte Limited, Singapore	12%	4,607	(1%)	(48)	-	-	(1%)	(48)
Indian Subsidiaries
JKM Erla Automotive Limited	34%	12,832	(292%)	(11,407)	-	-	(236%)	(11,407)
JKM Ferrotech Limited	(3%)	(1,294)	(48%)	(1,850)	-	(2)	(38%)	(1,852)
JKM Research Farm Limited	7%	2,550	1%	37	-	-	1%	37
JKM Automotive Limited	-	-	-	-	-	-	-	-
Consolidated adjustments	(133%)	(49,566)	987%	38,514	108%	997	819%	39,511
Total		100% 37,313	101%	3,906	100%	921	100%	4,827

* includes results of Yew Tree Investments Limited, UK and Dynamatic US LLC

includes results of JKM Erla Holdings GmbH, Germany

53 Revenue from contracts with customers

A. Disaggregate revenue information

The table below presents disaggregated revenues from contracts with customers for the year ended 31 March 2021 and 31 March 2020 by market or type of customers, timing of revenue recognition, contract-type and geography.

The Group believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

For the year ended 31 March 2021

Particulars	Hydraulics	Aerospace and defence	Automotive and Metallurgy (Continuing)	Others	Total	Discontinued operation	Grand Total
Market or type of customer
Government	139	453	-	-	592	-	592
Non-government	29,624	36,942	44,187	475	1,11,228	9,235	1,20,463
Total revenue from contract with customers#	29,763	37,395	44,187		475 1,11,820		9,235 1,21,055
Timing of revenue recognition
Goods or services transferred at point in time	29,763	37,395	44,187	475	1,11,820	9,235	1,21,055
Total revenue from contract with customers#	29,763	37,395	44,187		475 1,11,820		9,235 1,21,055
For the year ended 31 March 2020

Particulars	Hydraulics	Aerospace and defence	Automotive and Metallurgy (Continuing)	Others	Total	Discontinued operation	Grand Total
Market or type of customer
Government	178	883	-	-	1,061	-	1,061
Non-government	29,322	48,877	43,499	248	1,21,946	12,993	1,34,939
Total revenue from contract with customers#	29,500	49,760	43,499		248 1,23,007		12,993 1,36,000
Timing of revenue recognition
Goods or services transferred at point in time	29,500	49,760	43,499	248	1,23,007	12,993	1,36,000
Total revenue from contract with
customers#	29,500	49,760	43,499		248 1,23,007		12,993 1,36,000

Represents revenue from sale of products included in revenue from operations.

* The Group does not have any revenue from sale of goods and services where the performance obligation is satisfied over time.

Refer to geographic information section under Note 42 - Segment Reporting for more details on the analysis of segment revenue.

Reconciling the amount of revenue recognised with contract and reportable segment:

Particulars	31 March 2021	31 March 2020
Revenue from contract with customers (Continued and discontinued operations)	1,19,579	1,34,160
Export incentive	539	1,148
Scrap sales	937	692
Revenue from reportable segment (Refer Note 42)	1,21,055	1,36,000

B. Contract balances

The Group does not have any contract balances.

C. Remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as the end of the reporting period and an explanation as to when the Group expects to recognise these amount in revenue. Unsatisfied or partially satisfied performance obligations are subject to variability due to several factors such as termination changes in contract scope, re-validation of estimates and economic factors.

Applying the practical expedient as given in Ind AS 115, the Group has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognised corresponds directly with the value to the customer of the Group's performance completed to date, typically those contracts where invoicing is on time and material, unit price basis.

54 Discontinued operations and assets held for sale

a) During the year ended 31 March 2018, the Board of Directors of the Company vide its meeting dated 28 February 2018, had approved the divestment of 'Automotive and Aluminium Castings' ('discontinued business'). The discontinued businesses included the Aluminium business, the Iron business and the Windfarm business. Subsequently, the Company had obtained the Shareholders' approval (a substantive approval) vide postal ballot dated 15 May 2018 and accordingly 'Automotive and Aluminium Castings' was classified as discontinued operation from the quarter ended 30 June 2018. The Assets relating to these businesses were classified as held for sale and the related liabilities were also separately classified in the balance sheet pursuant to the provisions of Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations.

During the year ended 31 March 2019, the Company had entered into a business transfer agreement to sell certain assets of the Aluminium business. The transaction was consummated on 17 January 2019.

As at March 31, 2020, the Windfarm land (which was part of the Windfarm business) was reclassified Property Plant & Equipment considering the provisions of Ind AS 105.

Based on the management's current strategy, the aforesaid Windfarm Land has been presented in the balance sheet at March 31, 2021 as "Assets classified held for sale.

Particulars	As at	As at
	31 March 2021	31 March 2020
Assets classified as held for sale
Property plant & equipment	5,562	-
Current assets	-	-
Assets of disposal group held for sale	5,562	-
Liabilities directly associated with assets classified as held for sale
Current Liabilities	-	-
Liabilities of disposal group held for sale	-	-

(i) Carrying value of assets and liabilities classified as held for sale:

(ii) Results of assets classified as discontinued operations

The results of discontinued operations included in the profit for the year are set out below.

Particulars	For the year ended	For the year ended
	31 March 2021	31 March 2020
Revenue	-	2,192
Expenses	-	(3,792)
Loss before tax	-	(1,600)
Income tax credit	-	-
Loss from discontinued operations after tax	-	(1600)*

* Includes loss of INR 974 on reduction of fair value of Property, plant and equipment

(iii) Cash flows from/ (used in) discontinued operations

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net cash used in operating activities	-	(626)
Net cash from investing activities	-	-
Net cash from financing activities	-	-
Net cash flow for the year	-	(626)

b) The Board of Directors of JKM Ferrotech Limited ('JFTL'), a wholly subsidiary of the Company, vide its meeting dated 1 February 2021 approved the term sheet and plan for sale of its foundry business assets (which consists of Property, plant and equipment (including land and building), raw materials and spare parts inventory and other financial assets identified as per the term sheet dated 1 February 2021 along with certain identified liabilities) to Danblock Brakes India Private Limited (DBIPL). Subsequently JFTL and DBIPL executed Assets Purchase Agreement on 7 April 2021. The operations of JFTL were located out at SIPCOT Industrial Complex, Gumidipoondi, Thiruvallur, Tamil Nadu. The aforesaid assets and liabilities of JFTL relating to the India operations of the Automotive and Metallurgy segment have been presented in the balance sheet as at March 31, 2021 as - "Assets classified as held for sale" and "Liabilities directly associated with Assets classified as held for sale" respectively.

(i) Carrying value of assets and liabilities classified as held for sale:

Particulars	As at	As at
	31 March 2021	31 March 2020
Assets classified as held for sale
Property plant & equipment	6,496	-
Non current investments	1	-
Current assets	1,978
Assets of disposal group held for sale	8,475	-
Liabilities directly associated with assets classified as held
for sale
Current Liabilities	154	-
Liabilities of disposal group held for sale	154	-

(iii) Results of assets classified as discontinued operations

The results of discontinued operations included in the profit for the year are set out below.

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Revenue	9,235	10,801
Expenses	11,620	12,651
Loss before tax	(2,385)	(1,850)
Income tax credit	-	-
Loss from discontinued operations after tax	(2,385)	(1,850)

(iv) Cash flows from/ (used in) discontinued operations

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net cash used in operating activities	818	1,408
Net cash from investing activities	(128)	(69)
Net cash from financing activities	(497)	(1,334)
Net cash flow for the year	193	5

The published figures for the prior periods have been recast pursuant to the business referred to in Note 55(b) classified as discontinued operations in line with the requirements of Ind AS 105.

c) Disclosures relating to Discontinued operations and Disposal groups

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
i) Net Loss from discontinued operations and disposal group disclosed in the Statement of Profit and Loss:
Losses relating to the business referred to in Note 54(a)(ii)	-	(1,600)
Losses relating to the foundry business [refer Note 54(b)(ii)]	(2,385)	(1,850)

ii) Assets and liabilities held for disposal
Assets relating to the business [refer Note 54(a)(i)] - Windfarm	5,562	-
land
Liabilities relating to the business [refer Note 54(a)(i)]	-	-
Assets relating to the Foundry business [refer Note 54(b)(i)]	8,475	-
Liabilities relating to the Foundry business [refer Note 54(b)(i)]	154	-

55 In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind AS 7, 'Statement of Cash Flows'. These amendments are in accordance with the amendments made by International Accounting Standards Board (IASB) to IAS 7, 'Statement of Cash Flows'. The below disclosure is in line with such amendments suggested:

			Non Cash Changes
Particulars	1 April 2020	Cash flows	Interest Expense	Foreign exchange movement	31 March 2021
Non- Current Borrowings
Secured
- Term loan from banks*	30,793	4,748	-	-	35,541
- Term loan from financial institutions*	7,592	(763)	-	-	6,829
- Finance lease obligation *	370	(53)	-	-	317
Current Borrowings
Secured
- Cash credit and working capital demand loans	20,033	(6,871)	-	23	13,185
Unsecured
- Bill discounting facility from banks	1,962	(93)	-	-	1,869
- Intercorporate deposits	-	-	-	-	-
Interest accrued but not due on borrowings	168	(7,318)	7,181	-	31
Dividend paid out of unclaimed dividend	-	-	-	-	-
Dividend declared and paid during the year	-	-	-	-	-
Total liabilities from financing activities	60,918	(10,350)	7,181	23	57,772

				Non Cash Changes
Particulars	1 April 2019	Cash flows	Interest Expense	Foreign exchange movement	31 March 2020
Non- Current Borrowings
Secured
- Term loan from banks*	35,427	(4,634)	-	-	30,793
- Term loan from financial institutions*	8,513	(921)	-	-	7,592
- Finance lease obligation *	376	(6)	-	-	370
Current Borrowings
Secured
- Cash credit and working capital demand loans	18,253	1,719	-	61	20,033
Unsecured
- Bill discounting facility from banks	3,181	(1,219)	-	-	1,962
- Intercorporate deposits	170	(170)	-	-	-
Interest accrued but not due on borrowings	5	(8,031)	8,194	-	168
Dividend paid out of unclaimed dividend	1	(1)	-	-	-
Dividend declared and paid during the year	2	(2)	-	-	-
Total liabilities from financing activities	65,928	(13,265)	8,194	61	60,918

* includes current maturities of long term borrowings

56 The consolidated financial statements were approved for issue by the board of directors on 7 June 2021.

for and on behalf of the Board of Directors of Dynamatic Technologies Limited

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer SHIVARAM V

Bengaluru

Date: 7 June 2021

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

Head - Legal, Compliance & Company Secretary

THIS PAGE IS INTENTIONALLY LEFT BLANK

STANDALONE

FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DYNAMATIC TECHNOLOGIES LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of DYNAMATIC TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditor's Response
Impairment of investments in subsidiaries	Principal audit procedures performed:
Refer Note 2(m), 4 and 35 to the standalone financial statements of the Company.	We assessed the Management's process for identifying the impairment indicators and impairment assessment of investments in subsidiaries.
In the standalone financial statements of the Company, the carrying value of investments in subsidiaries is INR 33,809 lakhs net of cumulative impairment provision of	Evaluated the design of the management's internal control around the impairment assessment process and tested its operating effectiveness.
INR 20,541 lakhs as at March 31, 2021. Determination of carrying value of investments in	Evaluated the independence, competence, capabilities and objectivity of the management's expert.
subsidiaries is a key audit matter as the amounts are significant to the standalone financial statements and the	Understood the key assumptions considered in the management's estimates of future cash flows of the respective subsidiaries.
determination of recoverable value and/ or impairment assessment involves significant management estimates and judgement.	Involving our valuation specialists, we evaluated the growth rates including terminal growth rate, considered in the estimates of future cash flows and the discount rate used in the calculations.
The key estimates and judgements used in the model for impairment assessment include future cash flows of the respective subsidiaries, the discount rate and the	Compared the historical cash flows (including for current year) against past projections of the management for the same periods and gained understanding of the rationale for the changes.
terminal growth rate used. The management has used the services of an expert in determining the recoverable value of investments in subsidiaries and consequential impairments, if any.	Performed sensitivity analysis on the key assumptions within the forecast cash flows and focused our attention on those assumptions we considered most sensitive to the changes; such as – revenue growth during the forecast period, the terminal growth rate and the discount rate applied to the future cash flows. We ascertained the extent to which a change in these assumptions, both individually or in aggregate, would result in impairment, and considered the likelihood of such events occurring.
	We assessed the adequacy of the disclosures made in the standalone financial statements for the year ended March 31, 2021.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Corporate Governance and Corporate Sustainability Report, but does not include the consolidated financial statements, standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income , cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 36 to the standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

for Deloitte Haskins & Sells LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

SATHYA P KOUSHIK Partner (Membership No. 206920) UDIN- 21206920AAAAFO7558

Bengaluru, 7 June 2021

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of DYNAMATIC TECHNOLOGIES LIMITED ("the Company") as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for Deloitte Haskins & Sells LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

SATHYA P KOUSHIK Partner (Membership No. 206920) UDIN- 21206920AAAAFO7558

Bengaluru, 7 June 2021

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i)

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the title deeds and approved building plan provided to us, we report that, the title deeds, comprising all the immovable properties of

buildings and freehold land, are held in the name of the Company as at the balance sheet date. Immovable properties of land and buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the pledge documents. In respect of immovable properties of building constructed on leased land, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories, except stock lying with third parties, were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification. For stocks lying with third parties at the year-end, written confirmations have been obtained by the Management.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits during the year. Hence, reporting under clause (v) of the Order is not applicable to the Company.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Goods and Services Tax, Customs Duty, Cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Goods and Services Tax,

Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2021 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-tax, Goods and Services tax, Sales Tax, Customs Duty, Service Tax and Excise Duty which have not been deposited as on March 31, 2021 on account of disputes are given below:

Name of the Statute	Nature of the Dues	Forum where dispute is pending	Period to which the amount relates	Amount (Rs. in lakhs)
Income Tax Act, 1961	Income Tax	The Commissioner of Income Tax (Appeals)	AY 2017-18	32
Customs Act, 1962	Customs Duty	The Commissioner of Customs (Exports)	FY 2007-08	7
Customs Act, 1962	Customs Duty	The Commissioner of Customs (Appeals)	FY 2013-14	16
Finance Act, 1994	Service Tax	The Commissioner of Central Excise (Appeals)	October 2009 – March 2011	1
The Central Excise Act, 1944	Excise Duty	The Customs Excise and Service Tax Appellate Tribunal (Appeals)	FY 2010-11 and FY 2011-12	3
The Central Excise Act, 1944	Excise Duty	The Customs Excise and Service Tax Appellate Tribunal (Appeals)	FY 2012-13 and FY 2013-14	57
The Central Excise Act, 1944	Excise Duty	The Commissioner of Central Excise (Appeals)	FY 2001-02	0.3
The Central Excise Act, 1944	Excise Duty	The Commissioner of Central Excise (Appeals)	FY 2009-10	1

Central Goods and Services Goods and Tax Act, 2017 Services Tax	statements etc. as required by the applicable accounting The Commissioner of Central Excise (Appeals) standards.	FY 2017-18	259
--------------------------------------------------------------------------	------------------------------------------------------------------------------------------------------------------------	------------	-----

(viii)In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks and financial institutions. The Company has not taken any loans or borrowings from government and has not issued any debentures.
(ix) In our opinion and according to the information and explanations given to us, money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii)In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act for all transactions with the related parties and the details of related party transactions have been disclosed in the financial
(xiv)During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with its directors or directors of its subsidiaries or persons connected with them and hence provisions of section 192 of the Act are not applicable.
(xvi)The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

for Deloitte Haskins & Sells LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

SATHYA P KOUSHIK Partner (Membership No. 206920) UDIN- 21206920AAAAFO7558

Bengaluru, 7 June 2021

STANDALONE BALANCE SHEET

		All amounts are in INR lakhs unless otherwise stated
	Note	As at	As at
		31 March 2021	31 March 2020
ASSETS
Non-current assets
a) Property, plant and equipment	3	21,770	28,223
b) Intangible assets	3	93	108
c) Capital work in progress		322	182
d) Right-of-use assets	39	3,342	5,044
e) Financial assets
(i) Investments	4	33,809	33,369
(ii) Loans	5	719	565
f) Income tax assets (net)	6	1,551	970
g) Other non-current assets	7	59	9
Total non-current assets		61,665	68,470
Current assets
a) Inventories	8	10,388	11,446
b) Financial assets
(i)Trade receivables	9	13,105	16,370
(ii) Cash and cash equivalents	10	347	1,247
(iii) Bank balances other than cash and cash equivalents above	11	2,204	2,648
(iv) Loans	12	1,533	698
(v) Other financial assets	13	1,525	1,389
c) Other current assets	14	4,574	3,463
Total current assets		33,676	37,261

d) Assets classified as held for sale	53	5,562	-
Total Assets		1,00,903	1,05,731

EQUITY AND LIABILITIES
Equity a) Equity share capital	15	634	634
b) Other equity	16	32,904	30,202
Total equity		33,538	30,836

Liabilities
Non-current liabilities
a) Financial liabilities
(i) Borrowings	17	30,927	30,756
(ii) Lease liabilities	39	1,989	3,055
(iii) Other financial liabilities	18	156	4
b) Provisions	19	2,537	2,333
c) Deferred tax liabilities (net)	20	3,966	4,067
Total non-current liabilities		39,575	40,215

Current liabilities

Total Equity and Liabilities		1,00,903	1,05,731
Total Liabilities		67,365	74,895
Total current liabilities		27,790	34,680
d) Other current liabilities	26	303	368
c) Current income tax liabilities (net)	25	1,131	-
b) Provisions	24	351	362
(iv) Other financial liabilities	23	5,912	2,961
(iii) Lease liabilities	39	1,993	1,978
(b) total outstanding dues of creditors other than micro enterprises and small enterprises		6,113	10,990
(a) total outstanding dues of micro enterprises and small enterprises		28	1,508
(ii) Trade Payables	22
(i) Borrowings	21	11,959	16,513
a) Financial liabilities

See accompanying notes to the standalone financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

for and on behalf of the Board of Directors of

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

Dynamatic Technologies Limited

SATHYA P KOUSHIK Partner Membership No. 206920

Bengaluru

Date: 7 June 2021

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer SHIVARAM V

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

Head - Legal, Compliance & Company Secretary

STANDALONE STATEMENT OF PROFIT AND LOSS

All amounts are in INR lakhs unless otherwise stated except for earnings per share information
	Note	For the year ended 31 March 2021	For the year ended 31 March 2020
Continuing operations
Revenue from operations	27	51,374	56,963
Other income	28	437	1,636
Total Income		51,811	58,599

Expenses
Cost of materials and components consumed	29	22,551	25,200
Change in inventory of finished goods and work-in-progress	30	299	(706)
Employee benefits expense	31	8,008	8,379
Finance costs	32	5,776	7,026
Depreciation and amortisation expense	33	3,191	3,389
Other expenses	34	8,259	9,834
Total expenses		48,084	53,122

Profit from continuing operations before tax & exceptional item		3,727	5,477
Exceptional items	35	-	27,108
Profit from continuing operations before tax		3,727	(21,631)

Current tax	51	1,014	-
Deferred tax	51	(112)	(2,457)
Income tax expense		902	(2,457)

Profit/ (loss) from continuing operations		2,825	(19,174)
Discontinued operations
Loss for the year from discontinued operations	53	-	(1,600)
Tax credit of discontinued operations	51	-	-
Loss after tax from discontinued operations		-	(1,600)
Profit/ (Loss) for the year		2,825	(20,774)
Other Comprehensive Income
Items that will not to be reclassified subsequently to profit and
loss
Remeasurement of defined benefit plans		44	(94)
Income tax relating to items that will not be reclassified to profit and loss		(11)	24
Items that will be reclassified subsequently to profit and loss
Foreign currency fluctuations under a cash flow hedge - gain/(loss)		151	-
Other comprehensive income for the year, net of income tax		184	(70)

Total comprehensive income for the year		3,009	(20,844)

Earning per equity share (of INR 10 each) - Basic and diluted (in 48 INR):
Continuing operations	44.56	(302.43)
Discontinued operations	-	(25.24)
Discontinued & continuing operations	44.56	(327.67)

Number of shares used in computing earnings per share	63,41,443	63,41,443

See accompanying notes to the standalone financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

Chartered Accountants (Firm's Registration No. 117366W/W-100018) for and on behalf of the Board of Directors of

Dynamatic Technologies Limited

SATHYA P KOUSHIK Partner Membership No. 206920

Bengaluru Date: 7 June 2021

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer SHIVARAM V

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

Head - Legal, Compliance & Company Secretary

STANDALONE STATEMENT OF CASH FLOWS

	All amounts are in INR lakhs unless otherwise stated
	For the year ended 31 March 2021	For the year ended 31 March 2020
Profit/(loss) before tax
Continuing operations	3,727	(21,631)
Discontinuing operations	-	(1,600)
	3,727	(23,231)
Adjustments:
Interest income	(233)	(246)
Interest on loans/advance given to related parties	(45)	(443)
Financial guarantee obligation income	(6)	(18)
Provision for impairment of investment in subsidiaries	-	20,541
Written off trade advances and interest receivable from subsidiary	-	6,567
Depreciation and amortisation expense	3,191	4,363
Finance costs	5,718	6,974
Unwinding of discount on dismantling liability	58	52
Loss on sale of property, plant and equipment, net	(3)	3
Loss allowance on financial assets, net	267	142
Bad debts written off, net	-	92
Unrealised foreign exchange differences	(213)	(454)
Operating cash flow before working capital changes	12,461	14,342
Changes in operating assets and liabilities
Changes in inventories	1,058	(300)
Changes in trade receivables	3,016	437
Changes in loans	(989)	(86)
Changes in other financial assets	(11)	109
Changes in other assets	(1,116)	(662)
Changes in trade payables	(6,383)	(7)
Changes in other financial liabilities	318	(1,316)
Changes in provisions	193	409
Changes in other current liabilities	(61)	138
Cash generated from operations	8,486	13,064
Income taxes paid, net of refund	(453)	(388)
Net cash generated from operating activities (A)	8,033	12,676
Cash flows from investing activities
Expenditure on property, plant and equipment, right of use assets and intangibles	(780)	(1,224)
Investment in subsidiaries	(440)	(400)
Bank deposits (having original maturity of more than three months), net	444	381
Interest received from bank deposits	233	246
Net cash used in investing activities (B)	(543)	(997)

Cash flows from financing activities
--------------------------------------	--	--

Cash and cash equivalents in standalone balance sheet	347	1,247
- in current accounts	343	1241
Balance with banks
Cash on hand	4	6
Cash and cash equivalents
Components of cash and cash equivalents (Refer note 10)
Cash and cash equivalents at the end of the year	347	1,247
Cash and cash equivalents at the beginning of the year	1,247	287
Net increase/(decrease) in cash and cash equivalents (A + B +C)	(900)	960
Net cash used in financing activities (C)	(8,390)	(10,719)

Dividend paid	(2)	-
Interest paid	(5,329)	(5,495)
Payment of Lease liabilities	(1,573)	(1,852)
Proceeds/(Repayment) from short term borrowings, net	(4,577)	763
Proceed/(Repayment) of long term borrowings, net	3,091	(4,135)

See accompanying notes to the standalone financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

for and on behalf of the Board of Directors of

Dynamatic Technologies Limited

(Firm's Registration No. 117366W/W-100018)

Chartered Accountants

SATHYA P KOUSHIK Partner Membership No. 206920

Bengaluru

Date: 7 June 2021

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer SHIVARAM V

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

Head - Legal, Compliance & Company Secretary

STANDALONE STATEMENT OF CHANGES IN EQUITY

All amounts are in INR lakhs unless otherwise stated

(A) Equity Share Capital

Particulars	As at 31 March 2021	As at 31 March 2020
Opening balance	634	634
Changes in equity share capital during the year	-	-
Closing balance	634	634

(B) Other Equity

			Reserves and surplus				Other items of other comprehensive income		Total equity
Particulars	Capital Reserve	Capital Redemption reserve	Reserve on amalgamation	General reserve	Securities premium	Retained Earnings	Remeasurement of the net defined benefit liability/asset	Cash Flow Hedge Reserve	attributable to equity holders of the Company
Balance as at 01 April 2019	15	240	154	3,138	17,410	30,089	-	-	51,046
Profit for the year	-	-	-	-	-	(20,774)	-	-	(20,774)
Other comprehensive income for the year	-	-	-	-	-	-	(70)	-	(70)
Transfer to retained earnings	-	-	-	-	-	(70)	70	-	-
Balance as at 31 March 2020	15	240	154	3,138	17,410	9,245	-	-	30,202
Balance as at 01 April 2020	15	240	154	3,138	17,410	9,245	-	-	30,202
Foreign currency Swap- Recognition	-	-	-	-	-	-	-	(307)	(307)
Profit for the year	-	-	-	-	-	2,825	-	-	2,825
Other comprehensive income for the year	-	-	-	-	-	-	33	151	184
Transfer to retained earnings	-	-	-	-	-	33	(33)	-	-
Balance as at 31 March 2021	15	240	154	3,138	17,410	12,103	-	(156)	32,904

See accompanying notes to the standalone financial statements

In terms of our report attached

for Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

SATHYA P KOUSHIK Partner Membership No. 206920

Bengaluru

Date: 7 June 2021

Dynamatic Technologies Limited

for and on behalf of the Board of Directors of

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer SHIVARAM V

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

Head - Legal, Compliance & Company Secretary

NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021

1 (i) Reporting entity

Dynamatic Technologies Limited ("the Company") was incorporated in 1973 as Dynamatic Hydraulics Limited under provisions of the Companies Act, 1956. In 1992, the name of the Company was changed to Dynamatic Technologies Limited. The Company is in the business of manufacturing highly engineered products for the Aerospace, Automotive and Hydraulic industries. The Company is listed in India with National Stock Exchange and Bombay Stock Exchange.

2 Significant accounting policies

a Statement of compliance

These Standalone annual financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act 2013 ('the Act') read with Companies (Indian Accounting Standard) Rules (as amended from time to time) and other relevant provisions of the Act.

b Functional and presentation currency

These Standalone financial statements are presented in Indian Rupees (INR), which is also the Company's functional currency. All amounts have been rounded-off to the nearest lakhs, unless otherwise mentioned.

c Basis of Preparation

The Standalone financial statements have been prepared on the historical cost convention and on an accrual basis of accounting, except for the following assets and liabilities which have been accounted as follows:

(i) Defined benefit and other long-term employee benefits where plan asset is measured at fair value less present value of defined benefit obligations.
(ii) Certain financial assets and liabilities that are qualified to be measured at fair value;
(iii) Assets classified as held for sale are measured at the lower of carrying amount and fair value less cost to sell.

d Use of estimates and management judgments

The preparation of Standalone financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosure of contingent liabilities and assets on the date of the Standalone financial statements and the reported amount of revenue and expenses for the year. Accounting estimates could change from period to period. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the standalone financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the standalone financial statements.

Significant Judgements, Assumptions and Estimations

The application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these standalone financial statements have been disclosed in the following notes:

(i) Useful life of property, plant and equipment and intangible assets - Note 3:

(ii) Income taxes- Note 51:

In assessing the realisability of deferred tax assets, the Management considers whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, the Management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

(iii) Provisions and contingencies- Note 19, 24 and 36 :

(iv) Post-retirement benefit plans- Note 43 :

(v) Impairment of financial assets- Note 4, 5, 9, 12, 13 and 44 :

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. In addition the Company has taken into account estimates of possible effect from the pandemic relating to COVID -19.

(vi) Leases- Note 39:

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company's operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Company has concluded that no changes are required to lease period relating to the existing lease contracts.

(vii) Non-current assets held for sale- Note 53:

(viii)Estimation of uncertainties relating to the global health pandemic from COVID-19:

The global pandemic COVID-19, has impacted economies across the globe and the disruption has resulted in economic slowdown worldwide. The Company's manufacturing operations were suspended for a part of the year ended 31 March 2021 due to the nationwide lockdown announced by the Government of India in view of COVID 19. The Company's facilities resumed operations in a phased manner, aligned with the directives announced by the jurisdictional authorities from time to time, prioritizing the health and safety of all the stakeholders across the value chain.

The Company has evaluated impact of COVID 19 in assessing the recoverability of assets, more particularly carrying value of property, plant and equipment and investments. Such assessment consider internal and external information, including current indicators of future economic conditions. The Company continues to focus on maintaining liquidity and expects a gradual recovery of demand and supply in future months. The ultimate eventual impact of the pandemic on the results may differ from that estimated as at the date of the approval of these results. Such changes, if any, will be prospectively recognized. The Company will continue to closely monitor any material changes to future economic conditions and assess its impact on operations.

e Measurement of fair values

Certain accounting policies and disclosures of the Company requires use of valuation techniques in measuring the fair value of some of the company's financial assets and liabilities where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.the measurement of fair values, for both financial and non financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values. The valuation team regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in Note 44: financial instruments.

f Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation (which includes capitalised borrowing costs, if any) and accumulated impairment losses, if any.

Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in the statement of profit and loss when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognized in the statement of profit and loss. Assets to be disposed off are reported at the lower of the carrying value or the fair value less cost to sell.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a Straight Line Method ('SLM') over estimated useful life of the property, plant and equipment less their estimated residual value as defined by the Management. Depreciation for assets purchased / sold during the year is proportionately charged.

Category of assets	Useful life estimated by Management
Leasehold land	Over the period of lease
Buildings	30 years
Plant and machinery*	10 years, 13 years and 21 years for 3 shifts, 2 shifts and 1 shift respectively
Measuring instruments*	10 years, 13 years and 21 years for 3 shifts, 2 shifts and 1 shift respectively
Electrical installations*	10 years, 13 years and 21 years for 3 shifts, 2 shifts and 1 shift respectively
Data processing equipment	4 years
Office equipment	5 years
Furniture and fixtures	5 -10 years
Tools, dies and moulds	9 years
Vehicles*	10 years
Motor boat*	20 years
Assets taken on lease:
- Leasehold improvements	Period of lease or useful life of assets whichever is lower

Freehold land is not depreciated.

* The Management believes that the useful lives as given above best represent the period over which management expects to use these assets based on an internal assessment and technical evaluation where necessary. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act ,2013.

Derecognition of property, plant and equipment

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of profit and loss.Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in profit or loss within other gains / losses.

g Intangible assets

Acquired intangible assets

Intangible assets that are acquired by the Company, which have finite useful lives, are measured initially at cost. After initial recognition, an intangible asset is carried at its cost less any accumulated amortization and any accumulated impairment loss.

Internally generated intangible assets

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in statement of profit and loss as incurred.

An internally -generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Subsequent measurement

Amortisation

The Company amortizes intangible assets with a finite useful life using the straight-line method over the estimated useful lives.

The estimated useful lives of intangibles are as follows:

Category of asset	Useful life
Application Software	4 years
Prototype development	10 years

The assets residual value and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

h Impairment

(i) Financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss. The Company follows 'simplified approach' for recognition of impairment loss on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from initial recognition.

For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.

(ii) Non-financial assets

Intangible assets and property, plant and equipment

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount.

i Leases

The Company as a lessee :

The Company's lease asset classes primarily consist of leases for land, buildings and plant and machinery. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether : (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will exercise an extension or a termination option.

Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Short-term leases and leases of low-value assets

The Company has elected not to recognise rightofuse assets and lease liabilities for leases of lowvalue assets and short-term leases. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the ROU asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

j Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of inventories comprises purchase price, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In determining the cost, weighted average cost is used. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to sell. The comparision of cost and net realizable value is made on an item-by-item basis. Inventories are stated net of write down or allowances on account of obsolescence, damage or slow moving items.

The method of determination of cost is as follows:

Raw materials and components on a weighted average basis
Stores and spares on a weighted average basis
Work-in-progress includes costs of conversion
Finished goods includes costs of conversion
Goods in transit at purchase cost

k Revenue recognition

The Company derives its revenue from sale of products.

The Company recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Export benefits are recognized in the statement of profit and loss account when the right to receive credit as per the terms of the entitlement is established in respect of exports made.

Service income including management fees is measured based on transaction price and is recognized when an unconditional right to receive such income is established and on the performance of services.

Use of significant judgements in revenue recognition:

The Company 's contracts with customers could include promise to transfer multiple goods and services to a customer.The Company assesses the goods/services promised in a contract and identifies distinct performance obligations in the contract. identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables.
The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of' such goods, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.

l Other income

Dividend income is recognised when the Company's right to receive the payment is established, which is generally when shareholders approve the dividend.

m Investments in subsidiaries

Investment in equity shares in subsidiaries is carried at deemed cost less impairments if any in the financial statements.

n Financial Instruments

A. Financial assets

1) Recognition and initial measurement

Trade receivables and debt securities are initially recognized when they are originated. All other financial assets and liabilities are initially recognized when the Company becomes a party to contractual provisions of the instrument. A financial asset or liability is initially measured at fair value plus transaction cost that are directly attributable to its acquisition or issue.

2) Classification and subsequent measurement

Financial assets

On initial recognition, a financial instrument is classified and measured at

amortised cost
fair value through other comprehensive income (FVOCI) - debt instruments;
fair value through other comprehensive income (FVOCI) - equity investments; or
fair value through profit and loss (FVTPL)

Financial assets are not classified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
the contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amounts outstanding.

A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is achieved by both collecting contractual cash flow and selling financial assets; and
the contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amounts outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in OCI (designated as FVOCI- equity investment). This election is made on an investment-toinvestment basis.

All financial assets not classified as amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL, if doing so eliminates or significantly reduces an accounting mistake that would otherwise arise.

Financial	assets:	Subsequent
measurement and gains and losses

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income are recognized in profit or loss.

Financial assets at amortised cost:

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Debt investments at FVTOCI:

These assets are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI:

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are not reclassified to profit or loss.

3) Derecognition of financial assets A financial asset is derecognized only when:
the Company has transferred the rights to receive cash flows from financial asset or
retains the contractual rights to receive the cash flows from financial asset but assumed a contractual obligation to pay the cash flows to one or more recipients.

Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognized if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.

B. Financial liability

1) Initial recognition and measurement

2) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Gains or losses on liabilities held for trading are recognized in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognized in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit or loss .

Amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate ("EIR") method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified party fails to make a payment when due in accordance with the terms of a debt instrument.

Derecognition

Offsetting

Derivative financial instruments and Hedge Accounting

The Company designates certain foreign exchange forward and options contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast cash transactions.

In cases where hedge accounting is not applied, changes in the fair value of derivatives are recognised in the statement of profit and loss as and when they arise.

o Employee benefits

Defined benefit plans

The Company's gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plans is determined based on actuarial valuations carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations.

The Company's gratuity scheme is administered through Life Insurance Corporation of India and the provision for the same is determined on the basis of actuarial valuation carried out by an independent actuary. Provision is made for the shortfall, if any, between the amounts required to be contributed to meet the accrued liability for gratuity as determined by actuarial valuation and the available corpus of the funds.

Short term employee benefits

All employee benefits falling due wholly within twelve months of rendering the services are classified as short-term employee benefits, which include benefits like salaries, wages, short-term compensated absences and performance incentives and are recognised as expenses in the period in which the employee renders the related service.

Short term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid e.g. short term performance incentive, if the Company has a present legal or constructive obligation to pay this amount as a result of past services provided by the employee and the amount of obligation can be estimated reliably.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service ('past service cost' or 'past service gain') or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Compensated absences

The employees of the Company are entitled to compensated absence. The employees can carryforward a portion of the unutilized accumulating compensated absence and utilize it in future periods. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The obligation is measured on the basis of an independent actuarial valuation using the Projected Unit method as at the reporting date. Actuarial gains / losses are immediately taken to the Standalone statement of profit and loss and Other comprehensive income.

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Company makes specified monthly contributions towards employee Provident Fund to Government administered Provident Fund Scheme which is a defined contribution plan. The Company's contribution is recognized as an expense in the statement of profit and loss during the period in which the employee renders the related service.

Termination benefits

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes cost of restructuring. If the benefits are not expected to be settled wholly within 12 months of reporting date, then they are discounted.

p Foreign currency transactions and balances

Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss and are recognized in profit and loss, except exchange differences arising from the translation of the following items which are recognized in OCI:

equity investments at fair value through OCI (FVOCI)
a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
qualifying cash flow hedges to the extent that the hedges are effective.

q Taxes

Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in the statement of profit and loss except to the extent it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income.

Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or substantive enactment date.

Deferred tax is not recognized for:

temporary differences arising on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits or loss at the time of the transaction;
temporary investments related to investment in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of reversal of the temporary differences and it is probable that they will not reverse in the forcible future; and
taxable temporary difference arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of history of recent losses, the Company recognizes a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profits will be available against which such deferred tax can be realized. Deferred tax assets, unrecognized or recognised, are reviewed at each reporting date and are recognised / reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realized.

Deferred tax assets include Minimum Alternative Tax ('MAT') paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognized as deferred tax asset in the balance sheet when the asset can be measured reliably, and it is probable that the future economic benefit associated with the asset will be realized.

The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

r Discontinued operations and assets held for sale:

Discontinued operations:

Discontinued operation is a component of the Company's business, the operations and cash flows of which can be clearly distinguished from those of the rest of the Company's business and which represents a separate major line of business or geographical area of operations and

is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations or
is a subsidiary acquired exclusively with a view to re- sale

Classification as a discontinued operation occurs upon disposal or when the operations meets the criteria to be classified as held for sale, if earlier.

Assets held for sale:

Non-current assets and disposal group are classified as "Held for Sale" if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of "Held for Sale" is met when the non-current asset or the disposal group is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as "Held for Sale". Non-current assets and disposal group held for sale are measured at the lower of carrying amount and fair value less cost to sell. Non-current assets and disposal group that ceases to be classified as "Held for Sale" shall be measured at the lower of carrying amount before the non-current asset and disposal group was classified as "Held for Sale" adjusted for any depreciation/ amortization and its recoverable amount at the date when the disposal group no longer meets the "Held for sale" criteria.

s Provisions (other than employee benefits)

(i) General

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

(ii) Onerous contract

t Contingent Liability

A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation arising from the past events that may probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

u Cash and cash equivalents

v Cash flow statement

w Earnings per share

The basic earnings per share is computed by dividing the net profit attributable to the owners of the Company for the year by the weighted average number of equity shares outstanding during reporting period.

x Segment reporting

Based on the "management approach" as defined in Ind AS 108, Operating Segments, the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments viz. Hydraulics, Aerospace, Automotive and aluminium castings (Discontinued operations) and Others.

y Warranties

z Cash dividend to equity holders of the Company

The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.

aa Exceptional items

An item of income or expense which by its size, type, nature or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and the same is disclosed in the notes to accounts.

Property, plant and equipment 3.1	Property, plant and equipment and Intangible assets
						Owned							Leased
Particulars	Freehold Land	Buildings	Machinery Plant and	Instruments Measuring	Installations Electrical	Processing Equipment Data	Equipment Office	Furniture Fixtures and	Dies and Moulds Tools,	Vehicles	Motor Boat	Improvements Leasehold	Note (i) (Refer below) Land	Total
Gross carrying amount:
Balance as at 1 April 2019	-	1,939	7,477	932	392	666	353	165	2,083	186	402	719	12,705	28,019
Additions	-	147	217	73	23	123	7	15	187	-	-	53	-	845
Deletion	-	-	(10)	-	-		-	- -	-	(19)	-	-	-	(29)
Property Plant Equipment (Refer Windfarm land reclassifed as Note 53)	5,562	-	-	-	-		-	- -	-	-	-	-	-	5,562
Balance as at 31 March 2020	5,562	2,086	7,684	1,005	415	789	360	180	2,270	167	402	772	12,705	34,397
Balance as at 1 April 2020	5,562	2,086	7,684	1,005	415	789	360	180	2,270	167	402	772	12,705	34,397
Additions	-	16	74	114	11	69	27	13	179	49	-	27	-	579
Deletion	-	-	(9)	-	-		-	- -	-	(40)	-	-	-	(49)
Reclassified as Assets held for disposal (Refer Note 53)	(5,562)	-	-	-	-		-	- -	-	-	-	-	-	(5,562)
Balance as at 31 March 2021	-	2,102	7,749	1,119	426	858	387	193	2,449	176	402	799	12,705	29,365
Accumulated depreciation:
Balance as at 1 April 2019	-	103	447	153	321	450	246	91	1,894	172	160	457	-	4,494
Depreciation for the year	-	76	991	57	28	135	22	13	302	9	21	50	-	1,704
Depreciation on deletion	-	-	(10)	-	-		-	- -	-	(14)	-	-	-	(24)
Balance as at 31 March 2020	-	179	1,428	210	349	585	268	104	2,196	167	181	507	-	6,174
Balance as at 1 April 2020	-	179	1,428	210	349	585	268	104	2,196	167	181	507	-	6,174
Depreciation for the year	-	56	972	61	28	91	25	11	134	8	20	62	-	1,468
Depreciation on deletion	-	-	(7)	-	-		-	(3) -	(1)	(36)	-	-	-	(47)
Balance as at 31 March 2021	-	235	2,393	271	377	676	293	112	2,329	139	201	569	-	7,595
Net carrying amount:
As at 31 March 2021	-	1,867	5,356	848	49	182	94	81	120	37	201	230	12,705	21,770
As at 31 March 2020	5,562	1,907	6,256	795	66	204		76 92	74		221	265	12,705	28,223

(i) Leasehold land aggregating INR 12,705 represents land allotted by Karnataka Industrial Areas Development Board (KIADB) for a period of 10 years on lease. As per the lease agreement dated 21 August 2014 KIADB shall sell the land to the Company at any time during the tenure of the lease or on the expiry of the lease period at an additional consideration, if any to be decided at the time of entering into sale agreement. Accordingly, no depreciation has been charged on land taken on lease from KIADB. The Management believes that the condition require to be fulfilled to obtain the ownership of this land is administrative in nature. (ii) Break up of depreciation of continued and discontinued operations is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Continuing Operations	1,468	1,704
Discontinued operations (Refer Note 53)	-	-
Total	1,468	1,704

3.2 Intangible assets

Particulars	Application Software	Prototype development	Total
Gross carrying amount:
Balance as at 1 April 2019	809	-	809
Additions	72	66	138
Balance as at 31 March 2020	881	66	947
Balance as at 1 April 2020	881	66	947
Additions	13	53	66
Deletion	(364)	-	(364)
Balance as at 31 March 2021	530	119	649
Accumulated amortisation:
Balance as at 1 April 2019	775	-	775
Amortisation for the year	43	21	64
Balance as at 31 March 2020	818	21	839

Balance as at 1 April 2020	818	21	839
Amortisation for the year	50	24	74
Depreciation on deletion	(357)	-	(357)
Balance as at 31 March 2021	511	45	556
Net carrying amount:
As at 31 March 2021	19	74	93
As at 31 March 2020	63	45	108

(i) Break up of depreciation of continued and discontinued operations is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Continuing operations	74	66
Discontinued operations (Refer Note 53)	-	-
Total	74	66

4 Non-current investments

	Particulars	As at 31 March 2021	As at 31 March 2020
	Unquoted equity shares
	Investment in subsidiaries carried at cost less provision for other than temporary diminution in value
i)	4,999,930 equity shares (31 March 2020: 4,999,930 equity shares) of face value of INR 10 each fully paid up of JKM Research Farm Limited	2,448	2,448
ii)	17,652,937 equity shares (31 March 2020: 17,652,937 equity shares) of face value of SGD 1 each fully paid of JKM Global Pte Limited, Singapore *#	20,005	20,005
	Less: Provision for impairment (Refer Note 35)	1,900	1,900
		18,105	18,105

iii)	107,034,994 equity shares (31 March 2020: 106,154,994 equity shares) of face value of INR 10 each fully paid of JKM Erla Automotive Limited	26,221	25,781
	Less: Provision for impairment (Refer Note 35)	13,048	13,048
		13,173	12,733
iv)	55,000,000 equity shares (31 March 2020: 55,000,000 equity shares) of face value of INR 10 each fully paid of JKM Ferrotech Limited*	5,676	5,676
	Less: Provision for impairment (Refer Note 35)	5,593	5,593
		83	83
		33,809	33,369
	Aggregate value of unquoted investments	54,350	53,910
	Aggregate amount of impairment in value of investments	20,541	20,541
	*Includes investment in form of financial guarantee provided to banks	800	800
	# Includes Corporate guarantee amounting INR 191 (31 March 2020: INR 191) represents financial guarantee given to

Dynamatic Limited, UK (wholly owned subsidiary of JKM Global Pte Limited).

5 Non-current Loans

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Security deposits	719	565
	719	565

6 Income tax assets (net)

Particulars	As at 31 March 2021	As at 31 March 2020
Advance income tax and tax deducted at source, net of provision	1,551	970
	1,551	970

7 Other non-current assets

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Capital advances	59	9
	59	9

8 Inventories (Valued at lower of cost and net realizable value)

Particulars	As at 31 March 2021	As at 31 March 2020
Raw materials and components#	3,604	4,472
Work-in-progress	5,510	5,287
Finished goods	494	1,016
Stores and spares	780	671
	10,388	11,446

includes goods in transit INR 13 (31 March 2020: INR 123 lakhs)

9 Trade receivables

Particulars	As at 31 March 2021	As at 31 March 2020
Trade receivable
Unsecured considered good	13,738	17,346
Less: Allowance for credit losses	(633)	(976)
Net trade receivables	13,105	16,370
(i) All trade receivables are 'current'.

Of the above, trade receivables from related parties are as below:

Particulars	As at 31 March 2021	As at 31 March 2020
Trade receivables from related parties (Refer Note 47)	254	124
Net trade receivables	254	124

The Company's exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in note 45.

10 Cash and cash equivalents

Particulars	As at 31 March 2021	As at 31 March 2020
Cash on hand	4	6
Balance with banks
- in current accounts	343	1,241
	347	1,247
Cash and cash equivalents as defined in Ind AS 7 "Statements of Cash Flows"	347	1,247

11 Bank balances other than cash and cash equivalents above

Particulars	As at 31 March 2021	As at 31 March 2020
In deposit accounts-held as margin money (due to mature within 12 months from the reporting date)*	2,203	2,645
Unpaid dividend	1	3
	2,204	2,648

12 Current Loans

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Security deposits	466	586
Loan to related parties ( Refer Note 47)*	973	-
Loans to employees	94	112
	1,533	698

*The Company has made provide loan to it's wholly owned subsidiary JKM Ferrotech Limited on extended credit terms at an interest rate of 11% p.a.

13 Other current financial assets

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Management fee receivable from related parties (Refer Note 47)	1,525	1,389
	1,525	1,389

14 Other current assets

Particulars	As at 31 March 2021	As at 31 March 2020
Unsecured, considered good
Advances for supply of goods	1,550	1,284
Trade advance to related parties ( Refer Note 47)	521	-
Prepaid expense	159	141
Balances with government authorities	2,344	2,038
	4,574	3,463

*The Company has made trade advance to it's wholly owned subsidiary JKM Ferrotech Limited on extended credit terms at an interest rate of 11% p.a. Refer Note 35.

15 Equity share capital

Particulars	As at 31 March 2021	As at 31 March 2020
Authorised
Equity shares
20,000,000 equity shares (31 March 2020: 20,000,000 equity shares) of par value of INR 10 each	2,000	2,000
Preference shares
500,000 redeemable cumulative preference shares (31 March 2020: 500,000 shares) of par value of INR 100 each	500	500
	2,500	2,500
Issued, subscribed and fully paid up
Equity shares
6,341,443 equity shares (31 March 2020: 6,341,443 equity shares) of par value of INR 10 each	634	634
	634	634

Reconciliation of shares outstanding at the beginning and at the end of the reporting period

	31 March 2021			31 March 2020
Particulars	Number of shares	Amount (INR in lakhs)	Number of shares	Amount (INR in lakhs)
At the commencement of the year	63,41,443	634	63,41,443	634
At the end of the year	63,41,443	634	63,41,443	634

Rights, preferences and restrictions attached to equity shares:

Details of shareholders holding more than 5% of equity shares in the Company

		31 March 2021		31 March 2020
	Particulars	Number of shares	% of holding	Number of shares	% of holding
	Equity shares of INR 10 each fully paid-up held by
i)	Udayant Malhoutra	6,20,179	9.78%	6,20,179	9.78%
ii)	JKM Holdings Private Limited	9,12,538	14.39%	9,12,538	14.39%
iii)	Udayant Malhoutra and Company Private Limited	6,42,011	10.12%	6,42,011	10.12%
iv)	JKM Offshore India Private Limited	4,42,071	6.97%	4,42,071	6.97%
v)	Samena Special Situations Mauritius	5,55,754	8.76%	5,55,754	8.76%
vi)	Wavell Investments Private Limited	4,48,281	7.07%	4,48,281	7.07%
vii)	HDFC Trustee Company Limited	5,69,650	8.98%	5,69,650	8.98%

16 Other equity*

Particulars	As at 31 March 2021	As at 31 March 2020
Capital reserves	15	15
Capital redemption reserve	240	240
Reserve on amalgamation	154	154
General reserve	3,138	3,138
Securities premium	17,410	17,410
Retained earnings	12,103	9,245
Cash flow hedge reserve	(156)	-
Total other equity	32,904	30,202

* For detailed movement of reserves refer Standalone Statement of Changes in Equity.

(i) Capital reserve:

Capital reserve was created on account of subsidy received during the year ended 31 March 2005 and is not freely avilable for dividend distribution.

(ii) Capital redemption reserve:

During the year ended 31 March 2005, an amount of INR 240 lakhs was transferred to Capital redemption reserve upon redemption of preference share, in accordance with Section 69 of the Companies Act, 1956. It is not freely available for dividend distribution.

(iii) Reserve on amalgamation:

(iv) General reserve:

General reserve is used from time to time to transfer profits from retained earnings for appropriation purpose.

(v) Securities premium:

Securities premium reserve is used to record the premium received on issue of shares by the Company. The reserve can be utilised in accordance with the provision of the Act.

(vi) Retained earnings:

(vii)Cash flow hedge reserve:

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related non-financial hedged item.

The Company has designated certain foreign currency swaps as cash flow hedges in respect of foreign exchange.

17 Non-current borrowings

Particulars	As at 31 March 2021	As at 31 March 2020
Secured loans
Term loans
- from banks [Refer footnote (i)]	28,724	24,870
- from financial institutions [Refer footnote (ii)]	6,829	7,592
Total borrowings	35,553	32,462
Less: Current maturities of long term borrowing	(4,626)	(1,706)
	30,927	30,756

Information about the Company's exposure to interest rate, currency and liquidity risk are disclosed in note 45.

(i) From banks (including current maturities of non - current borrowings shown under other current financial liabilities):

Details of repayment terms, interest and maturity	Nature of Security
Term loan from bank aggregating to INR 23,725 (31 March 2020: INR 24,870) repayable in 32 quarterly instalments. First instalment starting from 15 October 2018 with interest rate ranging from 9.85% to 10.45% per annum.	First pari passu charge on the entire movable and immovable fixed assets of the Company, present and future. Second pari passu charge on the entire current assets of the Company. Pledge of the shares of subsidiaries and personal guarantee issued by the promoter.
Working Capital Term loan under Guaranteed Emergency Credit Line from bank aggregating to INR 4,999 (31 March 2020: Nil) repayable in 48 monthly instalments. First instalment starting from March 2022 with interest rate ranging from 8.25% to 9.25% per annum.	Second pari passu charge on the entire movable and immovable fixed assets of the Company, present and future. Second pari passu charge on the entire current assets of the Company, present and future. Second charge over pledge of 100% shares of the subsidiaries, second charge over designated accounts and second charge over Debt Service Reserve Account (DSRA).

(ii) From financial institutions (including current maturities of non - current borrowings shown under other current financial liabilities):

Details of repayment terms, interest and maturity	Nature of Security
Term Loan from financial institutions aggregating to INR 6,762 (31 March 2020: INR 7,120) repayable in 32 quarterly instalments first instalment starting from 15 October 2018 with interest rate of 9.80% per annum.	First pari passu charge on movable and immovable fixed assets of the Company, present and future. Second pari passu charge on all current assets of the Company. Pledge of the shares of subsidiaries and personal guarantee issued by the promoter.
Term Loan from financial institutions aggregating to INR 67 (31 March 2020: INR 472) repayable in 36 monthly instalments with interest rate of 10.50% per annum.	Secured by way of exclusive charge on fixed assets purchased out of the proceeds of the loan.

18 Other non-current financial liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Finance guarantee obligation	4	4
Derivatives	152	-
	156	4

19 Non-current provisions

Particulars	As at 31 March 2021	As at 31 March 2020
Provision for employee benefits
Provision for gratuity (Refer Note 43)	1,658	1,553
Provision for compensated absences	390	349
Other provisions
Provision for decommissioning costs (Refer Note 40(b))	489	431
	2,537	2,333

20 Deferred tax liabilities (net)*

Particulars	As at 31 March 2021	As at 31 March 2020
Deferred tax liabilities
Property, plant and equipment's and intangible assets	1,863	2,079
Fair value impact on investment in subsidiaries (Refer Note 4 and 35)	3,332	3,137
Lease Liabilities	(161)	3
Total deferred tax liabilities (A)	5,034	5,219
Deferred tax assets
Provision for gratuity and compensated absences	600	565
Provision for loss allowance	159	246
Others	309	341
Total deferred tax assets (B)	1,068	1,152
Net deferred tax liability (A - B)	3,966	4,067
*Refer Note 51
Current borrowings 21
Particulars	As at 31 March 2021	As at 31 March 2020
Secured Loans
Loans from banks repayable on demand
- Cash credit and working capital demand loans*	11,959	16,234
	11,959	16,234
Unsecured Loans
From banks
- Bill discounting facility from banks@	-	279
	-	279
	11,959	16,513

* Cash credit and working capital demand loans from banks carry interest ranging between 9.35% - 12.00% per annum, computed on a monthly basis on the actual amount utilized, and are repayable on demand. Packing Credit in Foreign Curruncy loans from banks carry interest ranging between LIBOR+3.25% -LIBOR+4.00% per annum. These are secured by pari passu charge by way of hypothecation of stock and book debts of the Company and second pari passu charge on the movable and immovable fixed assets of the Company.

@ The Company has availed bill discounting facility from banks which carry interest rate 12.00 % per annum and is payable within 90 days from date of discounting of bills.

Information about the Company's exposure to interest rate, currency and liquidity risk are disclosed in note 45.

22 Trade payables

Particulars	As at 31 March 2021	As at 31 March 2020
Dues of micro, small and medium enterprises (Refer Note 42)	28	1,508
Dues to creditors other than micro and small enterprises	6,113	10,990
	6,141	12,498

All trade payables are current.

The Company's exposure to currency and liquidity risk are disclosed in note 45.

Related party balance are disclosed in note 47.

23 Other current financial liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Current maturities of long-term borrowings (Refer Note 17)	4,626	1,706
Accrued expenses	1,189	1,011
Security deposits	60	64
Interest accrued but not due on borrowings	31	164
Capital creditors	3	5
Finance guarantee obligation	2	8
Unpaid dividend	1	3
	5,912	2,961

The Company's exposure to currency and liquidity risk are disclosed in note 45.

24 Current provisions

Particulars	As at 31 March 2021	As at 31 March 2020
Provision for employee benefits:
Provision for gratuity (Refer Note 43)	293	303
Provision for compensated absences	38	39
Others
Provision for warranties (Refer Note 40 (a))	20	20
	351	362

25 Current tax liabilities (net)

Particulars	As at 31 March 2021	As at 31 March 2020
Provision for income tax, net of advance tax and tax deducted at source	1,131	-
	1,131	-

26 Other current liabilities

Particulars	As at 31 March 2021	As at 31 March 2020
Advance from customers	12	69
Advance from Related parties (Refer Note 47)	153	130
Statutory liabilities	138	169
	303	368

27 Revenue from operations

For the year ended 31 March 2021	For the year ended 31 March 2020

50,458	55,159
50,458	55,159

11	272
539	1,148
366	384
916	1,804

Total revenue from operations (A+B)	51,374	56,963
* It represents the cost with an agreed mark-up for rendering executive management, finance accounting, human
resources services and other miscellaneous services to its certain overseas subsidiaries.

28 Other income

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Interest income on financial assets carried at amortised cost	233	246
Interest on trade advance/ loan to related party (Refer Note 47)	45	443
Foreign exchange gain (net)	90	852
Guarantee income	6	18
Miscellaneous income	63	77
	437	1,636

29 Cost of materials and components consumed

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Inventory of materials and components at the beginning of the year	4,472	4,741
Add: Purchases	21,683	24,931
Less: Inventory of materials and components at the end of the year	(3,604)	(4,472)
	22,551	25,200

30 Changes in inventory of finished goods and work-in-progress

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Opening stock
- Finished goods	1,016	227
- Work-in-progress	5,287	5,370
	6,303	5,597
Closing stock
- Finished goods	(494)	(1,016)
- Work-in-progress	(5,510)	(5,287)
	(6,004)	(6,303)
	299	(706)

31 Employee benefits expense

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Salaries, wages and bonus	6,702	6,915
Contribution to provident fund and other funds	461	559
Gratuity expense (Refer Note 43)	262	239
Expenses related to compensated absence	71	89
Staff welfare expenses	512	577
	8,008	8,379

32 Finance costs

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Interest expense on financial liabilities at amortised cost	5,159	6,272
Interest expense on lease liabilities (Refer Note 39)	522	660
Unwinding of discount on dismantling liability	58	52
Other borrowing cost	37	42
	5,776	7,026

33 Depreciation and amortisation expense

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Depreciation on property, plant and equipment (Refer Note 3.1)	1,468	1,704
Depreciation of Right-of-use assets (Refer Note 39)	1,649	1,621
Amortisation of intangible assets (Refer Note 3.2)	74	64
	3,191	3,389

Other expenses
Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Consumption of stores, loose tools and spare parts	1,422	1,647
Subcontractor charges	2,328	2,658
Power and fuel	823	798
Legal and professional fees	595	883
Payment to Auditors (Refer Note 38)	113	68
Packing expenses	467	526
Rent	178	177
Repairs and maintenance:
- buildings	50	67
- plant and machinery	303	480
- others	412	484
Rates and taxes	181	131
Travelling and conveyance expenses	173	596
Allowances for doubtful receivables (net)	267	142
Bad debts written off	-	92
Security charges	234	194

Insurance	184	173
Freight outward	156	226
Subscription and advertisement	100	184
Printing and stationery	60	80
Communication expenses	37	36
Loss on sale of fixed assets (net)	(3)	3
Directors sitting fees	27	26
Bank charges	47	42
Corporate social responsibility expenses (Refer Note 54)	10	24
Miscellaneous	97	97
	8,259	9,834

35 Exceptional items

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Provision for impairment of the investment of JKM Ferrotech Limited ('JFTL')	-	5,593
Provision for impairment of the investment of JKM Erla Automotive Limited (""JEAL')	-	13,048
Provision for impairment of the investment of JKM Global Pte. Limited ('JGPL')	-	1,900
Written off trade advances and Interest receivable	-	6,567
	-	27,108

As part of the annual assessment for impairment in respect of its investment in subsidiaries, during the year ended March 31, 2020, the Company recorded impairment losses in respect of its direct and indirect investements in JFTL to the extent of INR 12,621 [of which INR 5,593 was recorded in respect of investment in JFTL and INR 7,028 was recorded in respect of investment in JEAL (which has invested in JFTL)] and written off trade advances given to JFTL of INR 6,567 during the year.

The Company also undertook impairment assessment of its other investments in subsidiaries as at 31 March 2020 and had recognised an impairment loss of INR 1,900 and INR 6,020 in respect of its investment in JKM Global Pte Limited, Singapore ('JGPL') and JKM Erla Automotive Limited, India ('JEAL') respectively, in the year ended 31 March 2020. Refer Note 2d(viii)

The consequential reversal of deferred tax liability of INR 1,845 for the year ended 31 March 2020 was recognised as credit under deferred tax expense (on the impairment loss in respect of investment in JGPL and JEAL) (Refer Note 51(d)).

36 Contingent Liabilities

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Corporate guarantee given as security for loans taken by related parties*	731	1,200
Claims against the Company not acknowledged as debts #
Income tax	32	32
Indirect tax	345	344

Outflow, if any, arising out of the said claim including interest, if any, would depend on the outcome of the decision of the Appellate Authority and the Company's right for future appeal before the judiciary.

* Corporate guarantee

The Company has given guarantee to banks for loans given to related parties to make good of any default made its related parties in payment to banks on the loan availed by those related parties.

Movement of Corporate guarantee given to lender for the loan facilities availed by related parties during the year is as follows:

Related parties	As at 31 March 2020	Given during the financial year	Settled /expired during the financial year	As at 31 March 2021
Dynamatic Limited, UK	711	-	(135)	576
JKM Ferrotech Limited, India	489	300	(634)	155
Total	1,200	300	(769)	731

Movement of Corporate guarantee given to lender for the loan facilities availed by related parties during the previous year is as follows:

Related parties	As at 1 April 2019	Given during the financial year	Settled /expired during the financial year	As at 31 March 2020
Dynamatic Limited, UK	938	-	(227)	711
JKM Ferrotech Limited, India	1,357	-	(868)	489
Total	2,295	-	(1,095)	1,200

37 Capital commitments

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for	591	213

There are no other material commitments.

38 Payment to statutory auditors (excluding goods and service tax) :

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Statutory audit fees of standalone and consoldiated financial statements (including quarterly limited reviews)	63	63
Certification services	22	-
Other services	23	2
Out of pocket expenses	9	3
Total	118	68

* Other services includes fee of Rs. 11 (31 March 2020: INR Nil) towards non-audit services provided by the network firms of statutory auditors to the Company.

39 Leases

Transition

Effective April 1, 2019, the Company adopted Ind AS 116, Leases and applied the standard to all lease contracts existing on April 1, 2019 using the modified retrospective method. Consequently, the Company recorded the lease liability at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at the date of initial application and the ROU asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet immediately before the date of initial application. The figures for the year ended March 31, 2019 have not been retrospectively adjusted in line with the transitional provisions of Ind AS 116.

During the year ended March 31, 2020, the adoption of Ind AS 116 resulted in recognition of 'Right of Use' asset of INR 6,078 and a lease liability of INR 5,772 as at April 1, 2019. The implementation of Ind AS 116 resulted in lower profit before tax by INR 326 on account of higher interest cost and depreciation offset by reversal in rental expenses. Ind AS 116 has resulted in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments.

The following is the summary of practical expedients elected on initial application :

1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date
1. Applied the exemption not to recognize ROU assets and liabilities for leases with less than 12 months of lease term on the date of initial application
1. Excluded the initial direct costs from the measurement of the ROU asset at the date of initial application.
1. Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.

The weighted average incremental borrowing rate applied to lease liabilities as at 31 March 2021 and 31 March 2020 is 12%

(i) Following are the change in the carrying value of right to use of assets for the year ended 31 March 2021:

		Category of ROU assets
Particulars	Plant & Machinery	Land and building	Total
Opening Balance as at 1 April 2020	1,965	3,079	5,044
Addition/Modification	507	(560)	(53)
Amortisation	679	970	1,649
Balance as at 31 March 2021	1,793	1,549	3,342

Following are the change in the carrying value of right to use of assets for the year ended 31 March 2020:

		Category of ROU assets
Particulars	Plant & Machinery	Land and building	Total
Reclassified on account of adaptation of Ind AS 116	3,146	2,932	6,078
Addition/Modification	401	186	587
Amortisation	1,582	39	1,621
Balance as at 31 March 2020	1,965	3,079	5,044

(ii) The following is the break up of current & non-current lease liabilities as at 31 March 2021 and 31 March 2020:

Particulars	As at 31 March 2021	As at 31 March 2020
Non- Current	1,989	3,055
Current	1,993	1,978
	3,982	5,033

(iii) The following is the movement of lease liabilities during the year ended 31 March 2021 and 31 March 2020:

	For the year ended	For the year ended
Particulars	31 March 2021	31 March 2020
Balance at the beginning of the year	5,033	5,772
Addition/Modification	(70)	453
Finance cost during the year	522	660
Lease payment during the year	1,503	1,852
	3,982	5,033

(iv) The table below provides details regarding the contractual maturities of lease liabilities as at 31 March 2021 and 31 March 2020 on an undiscounted basis:

Particulars	As at 31 March 2021	As at 31 March 2020
Payable within 1 year	1,993	1,978
Payable between 1-5 years	2,625	4,111
Total	4,618	6,089

Rental expense recorded for short-term leases for the current financial year was INR 171 (31 March 2020: INR 177).

40 The disclosure requirement as per Ind AS 37 with respect to the movement of provisions is as follows:

(a) Provision for warranties

Particulars	As at 31 March 2021	As at 31 March 2020
Opening balance	20	20
Provisions recognized	-	-
Reversals/ utilizations	-	-
Closing balance	20	20

(b) Provision for asset decommissioning

Particulars	As at 31 March 2021	As at 31 March 2020
Opening balance	431	379
Unwinding of discount	58	52
Closing balance	489	431

41 Segment reporting

The Chief Executive Officer and Managing Director of the Company has been identified as the Chief Operating Decision Maker ('CODM') as defined by Ind AS 108, Operating Segments. The CODM evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by the products portfolio and segment information has been presented accordingly.

Operating segment

The Company's business is concentrated in manufacturing of hydraulic products, automotive & aluminium castings, aerospace related items and others. And accordingly, primary segment information is presented based on the followings:

Reportable segment

Hydraulics	Engaged in the activity of manufacturing hydraulic pumps, hand pumps, lift assemblies, valves and power packs.
Aerospace & Defence	Engaged in the activity of manufacturing airframe structures and precision aerospace components.
Others	Comprising Homeland division and Medical division which offers cutting edge security products, technologies and manufacture the medical kits respectively.
Automotive and aluminium castings (discontinued operations)	Engaged in the activity of manufacturing case front, intake manifolds and exhaust manifold and Wind farm division which is into generation of power through wind energy.

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole. The Company has a corporate centre, which provides various accounting and administrative support functions. Segment information for this activity has been aggregated under 'Unallocated'. Revenue identifiable to business segments have been disclosed under the respective business segment. Segment costs include employee benefit expenses, cost of material consumed, depreciation and other operating expenses that can be allocated on a reasonable basis to respective segments. Assets and liabilities in relation to segments are categorized based on items that are individually identifiable to that segment. Certain expenses, assets and liabilities are not specifically allocable to individual segments as these are used interchangeably. The Company therefore believes that it is not practicable to provide segment disclosures relating to such assets and liabilities and accordingly, these are separately disclosed as 'unallocated'.

A Operating segment information is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Segment revenue
a) Hydraulics	20,884	20,902
b) Aerospace & Defence	30,004	35,535
c) Others	486	526
Revenue from operations (continuing operations)	51,374	56,963
d) from discontinued operations (Refer Note 53)	-	2,192
Total revenue from operations (continuing and discontinued operations)	51,374	59,155
Segment results (profit/ (loss) before finance costs, other income, exceptional items and tax from each segment)
a) Hydraulics	1,773	1,155
b) Aerospace & Defence	9,321	11,218
c) Others	(611)	(313)
d) Unallocated	(1,417)	(1,193)
Total (continuing operations)	9,066	10,867
d) from discontinued operations (Refer Note 53)	-	(1,600)
Total (continuing and discontinued operations)	9,066	9,267
Unallocable
- Finance costs	(5,776)	(7,026)
- Other income	437	1,636
- Exceptional gain/(loss) (Refer Note 35)	-	(27,108)

Profit before tax (continuing and discontinued operations)	3,727	(23,231)
Particulars	As at 31 March 2021	As at 31 March 2020
Segment assets
a) Hydraulics	12,554	15,340
b) Aerospace & Defence	40,241	43,510
c) Others	514	8,647
d) Unallocated	42,032	38,234
Segment assets	95,341	1,05,731
e) Assets classified as held for sale ( Refer Note 53)	5,562	-
Total assets	1,00,903	1,05,731
Segment liabilities
a) Hydraulics	7,249	10,562
b) Aerospace & Defence	6,385	9,508
c) Others	548	1,467
d) Unallocated	53,184	53,358
Segment liabilities	67,366	74,895
e) Liabilities directly associated with Assets classified as held for sale (Refer Note 53)	-	-

Information about reportable segments for the period from 1 April 2020 to 31 March 2021 is as follow

Particulars	Hydraulics	Aerospace & Defence	Discontinued operations	Others	Unallocated	Total
Depreciation and amortisation expense	962	2,144	-	85	-	3,191
Capital expenditure	129	430	-	86	-	645

Information about reportable segments for the period from 1 April 2019 to 31 March 2020 is as follow

Particulars	Hydraulics	Aerospace & Defence	Discontinued operations	Others	Unallocated	Total
Depreciation and amortisation expense	973	2,333	-	83	-	3,389
Capital expenditure	271	556	-	156	-	983

In addition to the depreciation and amortisation expense reported above, an impairment loss of INR Nil (31 March 2020: INR 20,541) recognised in respect of investment in equity share capital of subsidiaries and trade advance write off of INR Nil ( 31 March 2020: INR 6,567) extended to a subsidiary. The impairment loss and trade advance write off are attributable to unallocated segment assets.

B Geographic information:

The geographical information analyses the Company's revenue and non- current assets by the Company's country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of the customer and segment assets which have been based on the geographical location of the assets.

	Revenue For the year ended			Non current assets* As at
Particulars	31 March 2021	31 March 2020	31 March 2021	31 March 2020
India	21,406	23,658	27,137	34,536
United States	16,332	14,244	-	-
Canada	4,959	8,319	-	-
United Kingdom	5,228	7,768	-	-
Europe (other than UK)	2,985	4,580	-	-
Rest of world	464	586	-	-
Total	51,374	59,155	27,137	34,536

*Non-current assets excludes financial assets.

C Major customer

Revenue from transactions with the external customer amounting to 10% or more of the Company's revenues is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Customer 1	10,151	13,993
Customer 2	5,251	8,319
Customer 3	4,431	6,728
Customer 4	5,963	5,960

42 Dues to micro, small and medium enterprises

Particulars	31 March 2021	31 March 2020
(a) the principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier at the end of each accounting year;
Principal	28	1,508
Interest	31	31
(b) the amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during each accounting year	-	-
(c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006	-	-
(d) the amount of interest accrued and remaining unpaid at the end of each accounting year, and	31	31
(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under Section 23 of the Micro, Small and
Medium Enterprises Development Act, 2006.	31	31
Total	59	1,539

43 Assets and liabilities relating to employee benefits

Particulars	As at 31 March 2021	As at 31 March 2020
Net defined benefit liability, gratuity plan *	1,951	1,856
Liability for compensated absences *	428	388
Total employee benefit liability	2,379	2,244
Gratuity
Current	293	303
Non-current	1,658	1,553
	1,951	1,856

Compensated absences

	428	388
Non-current	390	349
Current	38	39

* Includes provision for discontinued operations amounting to INR Nil (31 March 2020: INR 11 ).

The Company operates the following post-employment defined benefit plan.

Defined benefit plan

The Company operates post-employment defined benefit plan that provide gratuity, governed by the Payment of Gratuity Act,1972. Employee's who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service or part thereof in excess of six months. The gratuity plan is a funded plan. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

These defined benefit plans expose the Company to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.

A Funding

The Company expects to pay INR 120 in contributions to its defined benefit plans in financial year 2021-2022.

B Reconciliation of net defined benefit liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability/ assets and its components:

(i) Reconciliation of present value of defined benefit obligation

Particulars	As at 31 March 2021	As at 31 March 2020
Obligation at the beginning of the year	1,992	1,689
Interest cost	136	130
Current service cost	135	116
Benefit paid	(171)	(29)
Actuarial (Gains)/Losses on Obligations recognised in Other Comprehensive Income (OCI)
- Changes in financial assumptions	(3)	119
- Experience adjustments	(53)	(33)
Obligation at the end of the year	2,036	1,992

(ii) Reconciliation of present value of plan assets

Particulars	As at 31 March 2021	As at 31 March 2020
Plan assets at the beginning of the year, at fair value	136	85
Interest income on plan assets	9	7
Contributions	123	80
Benefits paid	(171)	(29)
Return on plan assets, excluding interest income recognised in OCI	(12)	(7)
Plan assets at the end of the year, at fair value	85	136
Net defined benefit liability	1,951	1,856

C

(i) Expense recognised in the Statement of profit and loss

	For the year ended
Particulars	31 March 2021	31 March 2020
Current service cost	135	116
Interest cost	127	123
Net gratuity cost	262	239

(ii) Remeasurement recognised in other comprehensive income

	For the year ended
Particulars	31 March 2021	31 March 2020
Actuarial (gain)/ loss on defined benefit obligation	(56)	86
Return on plan assets, excluding interest income	12	8
Total (gain)/ loss recognised in other comprehensive income	(44)	94

D Plan assets

Particulars	As at 31 March 2021	As at 31 March 2020
Insurance fund	85	136
	85	136

E Defined benefit obligation

(i) Actuarial assumptions

	For the year ended
Particulars	31 March 2021	31 March 2020
Rate of return on planned assets	6.85%	6.83%
Discounting rate	6.85%	6.83%
Future salary growth	6.00%	6.00%
Attrition rate	5.00%	5.00%
Weighted average duration of defined benefit obligation (in years)	9	9
Retirement age	60	60

Notes:

(i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company's policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(ii) Sensitivity analysis

Particulars	As at 31 March 2021	As at 31 March 2020
Projected Benefit Obligation on Current Assumptions (Gross)	2,036	1,991
Impact of change in discount rate by +1%	(144)	(136)
Impact of change in discount rate by -1%	165	157
Impact of change in salary rate by +1%	159	151
Impact of change in salary rate by -1%	(142)	(134)
Impact of change in employee turnover rate by +1%	10	9
Impact of change in employee turnover rate by -1%	(12)	(11)

Defined contribution plan

The Company's contribution to Provident Fund aggregating to INR 428 (31 March 2020: INR 460 ) has been recognised in the Statement of Profit and Loss under the head employee benefit expense. The above includes contribution to provident fund of INR Nil (31 March 2020: INR 3 ) pertaining to discontinued operations.

44 Financial instruments - fair value and risk management

Accounting classification and fair value

The following table shows the carrying amount and fair value of financial assets and financial liabilities including their levels in fair value hierarchy:

The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:

a) recognised and measured at fair value
b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard.

	Carrying amount			Fair value
Particulars	31 March 2021	Level 1	Level 2	Level 3	Total
Financial assets measured at amortised cost
Loans (current and non - current)	2,252	-	-	-	-
Trade receivables, net of loss allowance	13,105	-	-	-	-
Cash and cash equivalents	347	-	-	-	-
Bank balances other than cash and cash equivalents	2,204	-	-	-	-
Other financial assets (current and non - current)	1,525	-	-	-	-
Total financial assets	19,433	-	-	-	-
Financial liabilities measured at amortised cost
Borrowings (current and non - current)	47,512	-	-	-	-
Lease liabilities (current and non - current)	3,982	-			-
Trade payables	6,141	-	-	-	-
Other financial liabilities (current and non - current) *	1,442	-	152	-	152
Total financial liabilities	59,077	-	152	-	152

	Carrying amount			Fair value
Particulars	31 March 2020	Level 1	Level 2	Level 3	Total
Financial assets measured at amortised cost
Loans (current and non - current)	1,263	-	-	-	-
Trade receivables, net of loss allowance	16,370	-	-	-	-
Cash and cash equivalents	1,247	-	-	-	-
Bank balances other than cash and cash equivalents	2,648	-	-	-	-
Other financial assets (current and non - current)	1,389	-	-	-	-
Total financial assets	22,917	-	-	-	-
Financial liabilities measured at amortised cost
Borrowings (current and non - current)	48,975	-	-	-	-
Lease liabilities (current and non - current)	5,033	-	-	-	-
Trade payables	12,498	-	-	-	-
Other financial liabilities (current and non - current) *	1,259	-	-	-	-
Total financial liabilities	67,765	-	-	-	-

* Current maturities of long term borrowings aggregating INR 4,626 and INR 1,706 as at 31 March 2021 and 31 March 2020 respectively have been disclosed under Borrowings (current and non - current).

Investment in equity shares of subsidiaries are not appearing as financial asset in the table above being investment in subsidiaries accounted under Ind AS 27, Separate Financial Statements which is scoped out under Ind AS 109.

Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes investment in equity, preference securities, mutual funds and debentures that have quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, overthe-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unquoted equity securities.

Fair Valuation Method

A Financial Assets:

Fair value of all the above financial assets except investments are measured at balance sheet date value, as most of them are settled within a short period and so their fair value are assumed to be almost equal to the balance sheet date value.

B Financial Liabilities:

(i) Borrowings: It includes loans taken from banks and financial institution, cash credit and bill discounting facilities. Borrowings are classified and subsequently measured in the financial statements at amortized cost. Considering that the interest rate on loans is reset on yearly basis, the carrying amount of the loan would be a reasonable approximation of its fair value.
(ii) Trade payables and other financial liabilities: Fair values of trade payables and other financial liabilities are measured at balance sheet date value, as most of them are settled within a short period and so their fair values are assumed almost equal to the balance sheet date values.

(iii) Derivative financial instruments:

The following table sets out the exposure and the fair value of derivatives held by the Company as at the end of each reporting period:

	31 March 2021
Particulars	Exposure in INR	Fair Value - Assets	Fair Value - Liabilites
Derivatives designated as cashflow hedges
Currency Swap contracts designated as hedging instruments in a cashflow hedge against highly probable forecasted transactions.	7,465	-	152

45 Financial risk management

The Company's activities expose to financial risks: credit risk, liquidity risk and market risk.

Risk management framework

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company's Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal auditor. Internal Audit function includes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

i) Credit risk

Credit risk is the risk of financial loss to the Company, if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represent the maximum credit exposure.

Trade and other receivables

The maximum exposure to credit risk at the reporting date is primarily from trade receivables. However, the management also considers the factors that may influence the credit risk of its customer base. Customers of the Company are spread across diverse industries and geographical areas. The Company limits its exposure to credit risk from trade receivables by establishing a maximum credit period and takes appropriate measures to mitigate the risk of financial loss from defaults. Recurring credit evaluation of credit worthiness is performed based on the financial condition of respective customers.

Expected credit loss assessment for Trade Receivables as at 31 March 2021 and 31 March 2020 are as follows:

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables as at 31 March 2021 amounting to INR 13,105 (31 March 2020: INR 16,370). The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows:

Particulars	As at 31 March 2021	As at 31 March 2020
Balance as at beginning of the year	976	838
Amounts written off	(610)	(4)
Net measurement of loss allowance	267	142
Balance as at end of the year	633	976

ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligation as the become due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Management monitors rolling forecast of the Company's liquidity position and cash and bank balances on the basis of expected cash flows. This is generally carried out by the Management of the Company in accordance with practice and limits set by the Company. In addition, the Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

i) Financing arrangement

The Company maintains the following line of credit:

(i) Terms loans taken from bank aggregating to INR 23,725 (31 March 2020: INR 24,870) repayable in 32 quarterly instalments first instalment starting from 15 October 2018 with interest rate ranging from 9.85% to 10.45% per annum. Term Loan from financial institutions aggregating to INR 6,762 (31 March 2020: INR 7,120) with interest rate at 9.80% per annum. These are secured by first pari passu charge on the entire movable and immovable fixed assets of the Company, present and future. Second pari passu charge on the entire current assets of the Company, present and future. Pledge of the shares of subsidiaries and personal guarantee issued by the promoter.
(ii) Working Capital Term loan under Guaranteed Emergency Credit Line from bank aggregating to INR 4,999 (31 March 2020: Nil) repayable in 48 monthly instalments. First instalment starting from March 2022 with interest rate ranging from 8.25% to 9.25% per annum. Second pari passu charge on the entire movable and immovable fixed assets of the Company, present and future. Second pari passu charge on the entire current assets of the Company, present and future. Second charge over pledge of 100% shares of the subsidiaries, second charge over designated accounts and second charge over DSRA.
(iii) Term Loan from financial institutions aggregating to INR 67 (31 March 2020: INR 472) repayable in 36 monthly instalments with interest rate of 10.50% per annum. Secured by way of exclusive charge on fixed assets purchased out of the proceeds of the loan.
(iv) Cash credit and working capital demand loans from banks carry interest ranging between 9.35% 12.00% per annum, computed on a monthly basis on the actual amount utilized, and are repayable on demand. These are secured by pari passu charge by way of hypothecation of stock and book debts of the Company and second pari passu charge on the movable (other than those exclusively charged) and immovable fixed assets of the Company.
(v) The Company has availed revolving packing credit facility in foreign currency, which carry interest ranging between LIBOR+3.50% to LIBOR+4.00% per annum for period ranging from 120 -180 days.

As at 31 March 2021

			Contractual cash flows
Particulars	Carrying amount	Total	0-1 years	1-5 years	5 years and above
Borrowings*	47,512	47,512	16,605	29,718	1,189
Lease liabilities	3,982	4,618	1,993	2,625	-
Trade payables	6,141	6,141	6,141	-	-
Derivatives	152	267	(257)	444	80
Other financial liabilities (current and non - current)	1,290	1,290	1,290	-	-
Total	59,077	59,828	25,772	32,787	1,269

As at 31 March 2020

			Contractual cash flows
Particulars	Carrying amount	Total	0-1 years	1-5 years	5 years and above
Borrowings*	48,975	48,975	18,219	23,617	7,139
Lease liabilities	5,033	6,089	1,978	4,111	-
Trade payables	12,498	12,498	12,498	-	-
Other financial liabilities (current and non - current)	1,259	1,473	1,259	-	-
Total	67,765	69,035	33,954	27,728	7,139

* Includes current maturities of long term borrowings.

As disclosed in note 17 and 21, the Company has secured bank loan that contains loan covenants. A future breach of covenant may require the Company to repay the loan earlier than indicated in the above table. Except for these financial liabilities, it is not expected that cash flows included in maturity analysis could occur significantly earlier.

iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currency of the Company. The functional currency of the Company is INR. The currencies in which these transactions are primarily denominated are USD, GBP etc. Management monitors the movement in foreign currency and the Company's exposure in each of the foreign currency. Based on the analysis and study of movement in foreign currency, the Company decides to exchange its foreign currency.

Exposure to currency risk

The summary quantitative data about the Company's exposure to currency risk as reported to management is as follows:

			As at 31 March 2021		As at 31 March 2020
Particulars	Currency	Amount in foreign currency in lakhs	Amount in INR	Amount in foreign currency in lakhs	Amount in INR
	USD	112	8,157	116	8,716
Trade receivables	EURO	0.43	36	0.27	23
	GBP	13	1,261	16	1,500
Other current	GBP	10	1,022	10	938
financial assets	EURO	5	502	5	450
	EURO	0.21	18	0.48	41
	USD	15	1,091	44	3,305
Trade payables	GBP	2	231	2	162
	CAD	-	-	0.8	41
Current	GBP	15	1,488	16	1,544
borrowings	USD	30	2,193	-	-
Other financial liabilities	USD	104	7,587	-	-

The following significant exchange rates have been applied :

Currency	Year end spot rate
	31 March 2021	31 March 2020
USD/INR	73.11	75.42
EURO/INR	85.78	83.09
GBP/INR	100.77	93.55
SGD/INR	54.36	52.98
CAD/INR	58.03	53.56

Sensitivity analysis

A reasonably possible strengthening /(weakening) of the USD, EURO, GBP, SGD and CAD against INR as at 31 March 2021 and 31 March 2020 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

	Profit and loss		Impact on other component of Equity		Equity, net of tax
Particulars	Strengthening	Weakening	Strengthening	Weakening	Strengthening	Weakening
31 March 2021
USD (3% movement)	146	(146)	(228)	228	(61)	61
EURO (3% movement)	15	(15)	-	-	11	(11)
GBP (3% movement)	17	(17)	-	-	12	(12)
CAD (3% movement)	-	-	-	-	-	-
31 March 2020
USD (3% movement)	163	(163)	-	-	122	(122)
EURO (3% movement)	12	(12)	-	-	9	(9)
GBP (3% movement)	23	(23)	-	-	0.17	(0.17)
CAD (3% movement)	(1.24)	1.24	-	-	(0.93)	0.93

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

(a) Interest rate risk exposure

The exposure of the Company's financial assets and finaicial liabilities to interest rate changes at the end of the reporting period are as follows:

Particulars	As at 31 March 2021	As at 31 March 2020
Financial Assets
Fixed rate instruments
Bank deposits	2,203	2,645
Total	2,203	2,645

Financial Liabilities
Variable rate borrowings ((including current maturities of long term debts)	45,245	46,563
Fixed rate borrowings (including current maturities of long term debts)	2,267	2,412
Total	47,512	48,975

(b) Sensitivity

Particulars		Profit and loss		Equity, net of tax
	1% increase	1% decrease	1% increase	1% decrease
31 March 2021
Variable rate borrowings	(452)	452	(339)	339
31 March 2020
Variable rate borrowings	(466)	466	(348)	348

46 Capital management

The Company's policy is to maintain a stable and strong capital base structure with a focus on total equity so as to maintain investor, creditor and market confidence and to sustain future development and growth of the business. The Company monitors the return on capital as well as the level of dividends on its equity shares. The Company's objective when managing capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability to continue as a going concern.

The Company monitors capital using a ratio of 'adjusted net debt' to 'equity'. For the purpose of Company's capital management, adjusted net debt is defined as aggregate on non-current borrowing, current borrowing and current maturities of long-term borrowings less cash and cash equivalents and total equity includes issued capital and all other equity reserves.

The Company's adjusted net debt equity ratio were as follows:

Particulars	As at 31 March 2021	As at 31 March 2020
Borrowings (current and non-current)	47,512	48,975
Less: Cash and cash equivalents	(347)	(1,247)
Adjusted net debt	47,165	47,728
Total equity	33,537	30,836
Net debt to equity ratio	1.41	1.55

47 Related Party Transaction

(i) Name of related parties and description of relationship:

Name of related party	Description of relationship
JKM Global Pte Limited, Singapore
JKM Research Farm Limited, India
JKM Erla Automotive Limited, India
JKM Automotive Limited, India
Dynamatic Limited, UK	wholly owned subsidiaries (including step subsidiaries)
Yew Tree Investment Limited, UK
JKM Erla Holdings GmbH, Germany
Eisenwerk Erla GmbH, Germany
JKM Ferrotech Limited, India
Dynamatic US, LLC
JKM Holdings Private Limited	Entities over which key executive management
Wavell Investments Private Limited	personnel or relatives of such personnel are able to exercise significant influence

Key executive management personnel	Designation
Udayant Malhoutra	Chief Executive Officer and Managing Director
P.S. Ramesh	Executive Director, Group Technical Services and Human Resource
Arvind Mishra	Executive Director and Global Chief Operating Officer - Hydraulics & Head - Homeland Security
Chalapathi P.	Chief Financial Officer
Shivaram V	Company Secretary

(ii) Related party transactions during the current year and previous year as follow:

		For the year ended
Nature of transactions	Related Parties	31 March 2021	31 March 2020
Revenue from operations	Dynamatic Limited, UK	182	72
	JKM Ferrotech Limited	-	15
Purchase of raw materials	Dynamatic Limited, UK	733	1,271
	JKM Ferrotech Limited	250	1,628
	Wavell Investments Private Limited	455	740
Management fees income	Dynamatic Limited, UK	11	302
Rent expense	JKM Research Farm Limited	48	48
	JKM Holdings Private Limited	4	4
	Dynamatic Limited, UK	197	175
Investment made	JKM Erla Automotive Limited	440	400
Interest income	JKM Ferrotech Limited	45	443
Trade advances given	JKM Ferrotech Limited	514	3,955
	Wavell Investments Private Limited	301	402
Loan provided	JKM Ferrotech Limited	1,088	-
Reimbursement of	JKM Ferrotech Limited		55
expenses	Dynamatic Limited, UK	-	5
Corporate guarantee	Dynamatic Limited, UK	(135)	(227)
released/ (settled), net	JKM Ferrotech Limited, India	(334)	(868)

(iii) Balance receivable from and payable to related parties as at the balance sheet date:

Particulars	Related Parties	As at 31 March 2021	As at 31 March 2020
Trade receivables	Dynamatic Limited, UK	254	124
	Dynamatic Limited, UK	129	475
Trade payables	Wavell Investments Private Limited	247	204
Other current financial	Dynamatic Limited, UK	1,022	939
assets	Eisenwerk Erla GmbH, Germany	502	450
Current Loan	JKM Ferrotech Limited	973	-
Other current liabilities	JKM Research Farm Limited	153	130
Other current financial liabilities	Dynamatic Limited, UK	-	196
	JKM Ferrotech Limited	521	-
Other current asset	Wavell Investments Private Limited	768	567
	Dynamatic Limited, UK	576	711
Corporate guarantee	JKM Ferrotech Limited, India	155	489

(iv) Compensation of key managerial personnel*

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Short-term benefits:
Udayant Malhoutra	79	79
P.S. Ramesh	85	90
Arvind Mishra	84	90
Chalapathi P	63	70
Shivaram V	30	31
	341	360

Terms and conditions

48 Earnings per share

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net profit for the year attributable to equity shareholders
From continuing operations	2,825	(19,174)
From discontinued operations	-	(1,600)
Total (loss)/profit for the year	2,825	(20,774)

Reconciliation of basic and diluted shares used in computing earnings per share:

Particulars	As at 31 March 2021	As at 31 March 2020
Number of equity shares outstanding at the beginning of the year	63,41,443	63,41,443
Add: Weighted average number for equity shares issued during the year	-	-
Weighted average number of equity shares outstanding during the year	63,41,443	63,41,443
Earnings per share
Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Basic and Diluted earnings per share
From continuing operations	44.56	(302.43)
From discontinued operations	-	(25.24)

49 Details of non-current investments purchased and sold during the current and previous year under Section 186(4) of the Act:

Total basic and diluted earnings per share 44.56 (327.67)

Investments in equity instruments

31 March 2021

(a) Subsidiaries	Face value per unit	As at 1 April 2020	Purchased during the year	Sold during the year	As at 31 March 2021
JKM Research Farm Limited	INR 10	2,448	-	-	2,448
		(49,99,930)*			(49,99,930)*
JKM Global Pte Limited, Singapore	SGD 1	20,005 (1,76,52,937)*	-	-	20,005 (1,76,52,937)*
	INR 10	25,781	440	-	26,221
JKM Erla Automotive Limited		(10,61,54,994)*	(17,60,000)*		(10,79,14,994)*
	INR 10	5,676	-	-	5,676
JKM Ferrotech Limited		(5,50,00,000)*			(5,50,00,000)*
Total		53,910	440	-	54,350

31 March 2020

(a) Subsidiaries	Face value per unit	As at 1 April 2019	Purchased during the year	Sold during the year	As at 31 March 2020
	INR 10	2,448	-	-	2,448
JKM Research Farm Limited		(49,99,930)*			(49,99,930)*
JKM Global Pte Limited, Singapore	SGD 1	20,005 (1,76,52,937)*	-	-	20,005 (1,76,52,937)*
	INR 10	25,381	400	-	25,781
JKM Erla Automotive Limited		(10,45,54,994)*	(16,00,000)*		(10,61,54,994)*
	INR 10	5,676	-	-	5,676
JKM Ferrotech Limited		(5,50,00,000)*			(5,50,00,000)*
Total		53,510	400	-	53,910

* The amounts in parenthesis represents number of shares

50 Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act, 1961 ('the Act'). Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with the associated enterprise during the financial year and expects such records to be in existence latest by the end of the stipulated timeline, as required by law. The Management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expenses and that of provision for taxation.

51 Income tax

loss

A Amount recognised in statement of profit and loss

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Current income tax:
Current income tax charge- continuing operations	1,014	-
Current income tax charge- discontinued operations	-	-
	1,014	-
Deferred tax:
Attributable to
Origination and reversal of temporary differences- continuing operations	(112)	(2,457)
Origination and reversal of temporary differences- discontinued operations	-	-
	(112)	(2,457)
Income tax expense reported in the statement of profit and	902	(2,457)

B Income tax recognised in other comprehensive income

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net gain / (loss) on remeasurement of defined benefit liability / (assets)	44	(94)
Foreign currency fluctuations under a cash flow hedge - gain/ (loss)	151	-
Income tax expense/ (credit) to OCI	(11)	24

C Reconciliation of effective tax rate

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Accounting profit before income tax	3,727	(23,231)
Tax using the Company's domestic tax rate 25.17% (31 March 2020: 25.17%)	938	(5,847)
Effect on deferred tax balances due to change in income tax rate / differential tax rate on capital gains	-	26
Impact of non - deductible expenses for tax purposes	(47)	3,364
Income tax expense	891	(2,457)

D Deferred tax

Deferred tax relates to the following:

Particulars	As at 31 March 2020	Recognised in profit and loss	Recognised in OCI	As at 31 March 2021
Deferred tax assets / (liabilities)
Property, plant and equipment's and intangible assets	(2,079)	216	-	(1,863)
Fair value impact on investment in subsidiaries	(3,137)	(195)	-	(3,332)
Provision for gratuity and compensated absences	565	46	(11)	600
Provision for allowance for credit losses	246	(87)	-	159
Leases	(3)	164	-	161
Others	341	(32)	-	309
Deferred tax assets / (liabilities)	(4,067)	112	(11)	(3,966)

Particulars	As at 31 March 2019	Recognised in profit and loss	Recognised in OCI	As at 31 March 2020
Deferred tax assets / (liabilities)
Property, plant and equipment's and intangible assets	(2,723)	644	-	(2,079)
Fair value impact on investment in subsidiaries	(4,991)	1,854	-	(3,137)
Provision for gratuity and compensated absences	665	(124)	24	565
Provision for allowance for credit losses	293	(47)	-	246
Leases	-	(3)	-	(3)
Others	208	133	-	341
Deferred tax assets / (liabilities)	(6,548)	2,457	24	(4,067)

52 Revenue from contracts with customers

A. Disaggregate revenue information

The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors.

For the year ended 31 March 2021

Particulars	Hydraulics	Aerospace & Defence	Others	Total	Discontinued operation	Grand Total
Market or type of customer
Government	139	453	-	592	-	592
Non-government	20,745	29,551	486	50,782	-	50,782
Total revenue from contract with customers#	20,884	30,004		486 51,374	-	51,374
Timing of revenue recognition*
Goods or services transferred at point in time	20,884	30,004	486	51,374	-	51,374
Total revenue from contract with customers#	20,884	30,004		486 51,374	-	51,374

For the year ended 31 March 2020

Particulars	Hydraulics	Aerospace & Defence	Others	Total	Discontinued operation	Grand Total
Market or type of customer
Government	178	883	-	1,061	-	1,061
Non-government	20,724	34,652	526	55,902	2,192	58,094
Total revenue from contract with customers#	20,902	35,535		526 56,963	2,192	59,155
Timing of revenue recognition*
Goods or services transferred at point in time	20,902	35,535	526	56,963	2,192	59,155
Total revenue from contract with customers#	20,902	35,535		526 56,963	2,192	59,155

Represents revenue from sale of products included in revenue from operations.

* The Company does not have any revenue from sale of goods and services where the performance obligation satisfied over time.

Refer to geographic information section under Note 41 - Segment Reporting for more details on the analysis of segment revenue.

Reconciling the amount of revenue recognised with contract and reportable segment:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Revenue from contract with customers	50,458	57,351
Other Operating revenue
Management fees	11	272
Export incentive	539	1,148
Scrap sales	366	384
Revenue from reportable segment (Refer Note 41)	51,374	59,155

B. Contract balances

The Company does not have any contract balances.

C. Remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as the end of the reporting period and an explanation as to when the Company expects to recognise these amount in revenue. Unsatisfied or partially satisfied performance obligations are subject to variability due to several factors such as termination changes in contract scope, re-validation of estimates and economic factors.

Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognised corresponds directly with the value to the customer of the Company's performance completed to date, typically those contracts where invoicing is on time and material, unit price basis.

53 Discontinued operations and assets held for sale

During the year ended 31 March 2018, the Board of Directors of the Company vide its meeting dated 28 February 2018, had approved the divestment of 'Automotive and Aluminium Castings' ('discontinued business'). The discontinued businesses included the Aluminium business, the Iron business and the Windfarm business. Subsequently, the Company had obtained the Shareholders' approval (a substantive approval) vide postal ballot dated 15 May 2018 and accordingly 'Automotive and Aluminium Castings' was classified as discontinued operation from the quarter ended 30 June 2018. The Assets relating to these businesses were classified as held for sale and the related liabilities were also separately classified in the balance sheet pursuant to the provisions of Ind AS 105 ""Non-Current Assets Held for Sale and Discontinued Operations.

During the year ended 31 March 2019, the Company had entered into a business transfer agreement to sell certain assets of the Aluminium business. The transaction was consummated on 17 January 2019.

As at March 31, 2020, the Windfarm land (which was part of the Windfarm business) was reclassified Property Plant & Equipment considering the provisions of Ind AS 105.

Based on the management's current strategy, the aforesaid Windfarm Land has been presented in the balance sheet at March 31, 2021 as ""Assets classified held for sale.

I) Carrying value of assets and liabilities classified as held for sale:

Particulars	As at 31 March 2021	As at 31 March 2020
Assets classified as held for sale
Property, plant and equipment and Intangible assets	5,562	-
Current assets	-	-
Assets of disposal group held for sale	5,562	-
Liabilities directly associated with assets classified as held for sale
Deferred tax liabilities
Current Liabilities	-	-
Liabilities of disposal group held for sale	-	-

II) Results of assets classified as discontinued operations

The results of discontinued operations included in the profit for the year are set out below:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Revenue	-	2,192
Expenses	-	(3,792)
Loss before tax	-	(1,600)
Income tax credit	-	-
Loss from discontinued operations after tax	-	(1,600)*

* Includes loss of INR 974 on reduction of fairvalue of Property, plant and equipment

III) Cash flows from/ (used in) discontinued operations

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
Net cash used in operating activities	-	(626)
Net cash from investing activities	-	-
Net cash from financing activities	-	-
Net cash flow for the year	-	(626)

54 As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act. The amount required to be spent and actual amount spent on the areas for CSR activities which are specified in Schedule VII of the Companies Act, 2013 is as follows:

Particulars	For the year ended 31 March 2021	For the year ended 31 March 2020
A) Gross amount required to be spent by the company during the year	13.58	23
B) Advance provided during year for environmental activities	4.92	-
C) Amount spent during the year on:	9.76	24

Particulars In cash	Yet to be paid in cash	Total
Construction/acquisition of any asset	- -	-
On other purpose 9.76	-	-

			Non Cash Changes
Particulars	1 April 2020	Cash flows	Interest Expense	Foreign exchange movement	31 March 2021
Non- Current Borrowings - Secured
- Term loan from banks*	24,870	3,854	-	-	28,724
- Term loan from financial institutions*	7,592	(763)	-	-	6,829
Current Borrowings - Secured
- Cash credit and working capital demand loans	16,234	(4,298)	-	23	11,959
Current Borrowings - Unsecured
- Bill discounting facility from banks	279	(279)	-	-	-
Interest accrued but not due on borrowings	164	(5,329)	5,196	-	31
Dividend paid out of unclaimed dividend	3	(2)	-	-	1
Total liabilities from financing activities	49,142	(6,817)	5,196	23	47,544

			Non Cash Changes
Particulars	1 April 2019	Cash flows	Interest Expense	Foreign exchange movement	31 March 2020
Non- Current Borrowings - Secured
- Term loan from banks*	28,084	(3,214)	-	-	24,870
- Term loan from financial institutions*	8,513	(921)	-	-	7,592
Current Borrowings - Secured
- Cash credit and working capital demand loans	14,652	1,521	-	61	16,234
Current Borrowings - Unsecured
- Bill discounting facility from banks	1,037	(758)	-	-	279
Interest accrued but not due on borrowings	5	(6,155)	6,314	-	164
Dividend paid out of unclaimed dividend	3	-	-	-	3
Total liabilities from financing activities	52,294	(9,527)	6,314	61	49,142

* includes current maturities of long term borrowings

56 The standalone financial statements were approved for issue by the board of directors on 7 June 2021.

for and on behalf of the Board of Directors of Dynamatic Technologies Limited

UDAYANT MALHOUTRA Chief Executive Officer & Managing Director DIN : 00053714

CHALAPATHI P Chief Financial Officer SHIVARAM V

Bengaluru

Date: 7 June 2021

P S RAMESH Executive Director, Group Technical Services & Human Resource DIN : 05205364

Head - Legal, Compliance & Company Secretary

THIS PAGE IS INTENTIONALLY LEFT BLANK

DYNAMATIC LIMITED

UNITED KINGDOM

Business Review REPORT 2020-21

DYNAMATIC LIMITED, UK

DIRECTORS

Mr. Udayant Malhoutra	- Chairman
Mr. Michael John Handley	- Director
Mr. Arvind Mishra	- Managing Director, Hydraulics Division
Mr. James Tucker	- Managing Director, Aerospace Division
Mrs. Pramila Udayant Malhoutra	- Director
Mr. Pierre de Bausset	- Director
Mr. Steve Hayes	- Technical Director, Aerospace Division
Mr. Geoff Dore	- Director

BANKERS Royal Bank of Scotland, UK

REGISTERED OFFICE

Cheney Manor, Swindon, Wiltshire SN2 2PZ, England

OPERATING PLANTS

Hydraulics Division Cheney Manor, Swindon, Wiltshire SN2 2PZ, England

Aerospace Division Jarvis Street, Barton Hill, Bristol BS5 9TR, England

FINANCE HEAD

Mr. Geoff Dore

AUDITORS

Deloitte LLP, UK

FINANCIAL RESULTS

| Particulars | Year ended
31.03.2021
in Lakhs* | Year ended 31.03.2020  in Lakhs* |
|----------------------------|-----------------------------------------|-----------------------------------------|
| Sales | 17,185 | 24,175 |
| EBITDA | 835 | 1,864 |
| Interest | 524 | 319 |
| Depreciation | 2,260 | 2,220 |
| Profit / (Loss) before Tax | (1,949) | (719) |
| Tax Charge/(Credit) | (272) | (85) |
| Profit / (Loss) after Tax | (1,677) | (633) |

*Numbers restated as per IND AS

DYNAMATIC HYDRAULICS®

DYNAMATIC LIMITED, UK

Dynamatic Hydraulics®, Swindon, UK, had a flat 2021 with revenue numbers 9.3 Mn Pounds, sliding below 2020 numbers of 9.6 Mn Pounds. This was largely due to impact of Covid-19 and the disruptions in global supply chain ecosystem caused by the pandemic.

The British government was very proactive in Covid-19 control measures and also announced much needed payroll support to the industries. The drop in business meant that the companies did not have enough work for all its employees. Furlough scheme announced by the British Government allowed companies to furlough some of their employees with pay roll support for these employees coming from the government, for the period furloughed.

While the business has remained flat, Swindon plant has focused on cost optimization at literally every cost centre and come up with new innovative ways to reduce cycle time and improve productivity. As a result, we could achieve better margins than 2020 on lower revenues. This period was also used effectively to successfully move one of our largest design and development project to production build. The coming year will see production ramp up on this project.

Future Outlook

Covid-19 has not allowed us to switch to India supply chain to the extent planned. We are hoping that we will be able to realise full potential of the supply base developed in India in the year 2022.

Arvind Mishra Managing Director & COO Dynamatic Hydraulics®, UK

DYNAMATIC-OLDLAND AEROSPACE®

DYNAMATIC LIMITED, UK

Dynamatic-Oldland Aerospace® division in the UK continues to prosper with a good mix of business across a varied range of aircraft in commercial & military markets. This includes the Boeing Chinook pylon and ramp monolithic machined components, C130j Engine structural parts, Airbus Flaptrack parts for A318, A319, A320, A321 & A330. Airbus -flaps, landing gear, wing structural items for A400m & A330.

This year we achieved sales of £8.4m compared to £17.1 million in the prior year as the global Covid-19 pandemic greatly impacted customer demand on all commercial aerospace programmes. During this financial year we have had to adjust activity levels and resources to reflect lower activity levels, in doing so we have focused attention on balancing cost control whilst anticipating a recovery to previous levels of activity within two years.

Future Outlook

The Covid-19 pandemic has really created major impact for the Aerospace industry. An extremely hard hit for airlines with passenger traffic slumped due to global and regional air travel restrictions. Airlines cancelling orders for new aircraft and OEMs Airbus and Boeing reducing production forecasts up to 50%.

Now with the vaccination program in full pace, we are confident that this business sector will make a speedy recovery.

The focus of our business remains one of new technology development which focuses on customer satisfaction and

in turn this will enhance the unique partnerships we have built with our clients.

Our state-of-the-art robotic manufacturing cells and our robust internal processes enable us to continually deliver high standards of quality and embrace an 'industry 4.0' methodology within our machining factories.

We have demonstrated new standards of machining by manufacturing new structural prototype parts and we have several new opportunities being pursued which give us our consistent strategy of making regular investments to remain at the leading edge of technical advancements.

Dynamatic have a unique strategy offering their customers a complete engineering solution end to end. The Group is offering an Indian / UK Aerospace business mix. Already we have seen the benefits of collaboration and close alignment of the aerospace team, regardless of geography, will be at the Centre of furthering leading technical solutions to our customers and improving financial performance.

James Tucker Global Chief Operating Officer Dynamatic-Oldland Aerospace®

EISENWERK ERLA GmbH

GERMANY

Business Review REPORT 2020-21

EISENWERK ERLA GmbH, GERMANY

DIRECTORS

Mr. Udayant Malhoutra	- Chairman
Mr. Enrico Fischer	- Managing Director
Mr. Dietmar Hahn	- Executive Director
Mr. Geoff Dore	- Director
Mr. Pierre de Bausset	- Director

FINANCE HEAD AND COMPANY SECRETARY

Mr. Christoph Kakoschke

LAWYER

Dr. Hans-Hein Thomas

AUDITORS

Deloitte GmbH, Germany

BANKERS

Commerzbank, Germany LBBW, Germany

REGISTERED OFFICE

Gießereistraße 1, 08340 Schwarzenberg / Erzgebirge, Germany

OPERATING PLANTS

Eisenwerk Erla GmbH, Gießereistraße 1, 08340 Schwarzenberg / Erzgebirge, Germany

FINANCIAL RESULTS

| Particulars | Year ended
31.03.2021
in Lakhs* | Year ended 31.03.2020  in Lakhs* |
|----------------------------|-----------------------------------------|-----------------------------------------|
| Sales | 44,187 | 43,481 |
| EBITDA | 1,820 | 2,970 |
| Interest | 699 | 700 |
| Depreciation | 2,117 | 2,379 |
| Profit / (Loss) before Tax | (832) | 81 |
| Tax Charge/(Credit) | (83) | 14 |
| Profit / (Loss) after Tax | (749) | 67 |

*Numbers restated as per IND AS

Our turnover at €51.2 mn for the period April 2020 to March 2021 was lower by €4 mn as compared to previous financial year due to the impact of the corona pandemic in 1st half of 2020.

The covid-19 pandemic had a significant impact on operations including part-time closing of foundry and had a temporary impact on the financial performance during the year. Prices of raw materials, for example nickel were volatile during the year.

Prediction of the economic outlook indicates a stable business performance due to gradual easing of lockdown, mass vaccination drives and accommodative monetary policies. The in-house machining facility commissioned few years back coupled with process of enhancing in-house fettling capacities will stabilize revenue and profitability. The company has received contract for series delivery of machined castings and negotiations are also in progress for additional contracts.

Future Outlook

Increase of productivity inside the foundry processes for saving costs and improving the quality level.
Focus on high margin product mix, ramp-up of existing products, customer diversification and capacity utilization
Expanding the machining capabilities to improve the margins and have a positive impact on the market position.
Diversify into aerospace products in collaboration with our parent company Dynamatic Technologies Limited.

Notwithstanding the above, the economic environment should improve after a consolidation process in the automotive sector.

Dietmar Hahn Executive Director Eisenwerk Erla GmbH

JKM FERROTECH LIMITED

INDIA

Business Review REPORT 2020-21

DIRECTORS

Mr. Govind Mirchandani - Independent Director
Ms. Junia Sebastian	- Independent Director
Mr. Pradyumna Vyas	- Independent Director
Mr. P S Ramesh	- Director
Mr. Chalapathi P	- Director & CFO
Mr. Chandrashekar	- Company Secretary

AUDITORS

M/s. Deloitte Haskins & Sells LLP Chartered Accountants, Bangalore

BANKERS

Bank of India, Chennai

REGISTERED OFFICE

C/o. Dynamatic Hydraulics® , Plot No.1A/1, 1st Main Road,2nd Phase,1st Stage, Peenya Industrial Estate Bangalore 560 058, Karnataka, India

OPERATING PLANT

K-4, Phase II, SIPCOT Industrial Complex, Gummidipoondi Thiruvallur District, Tamil Nadu 601201, India

Slowdown in the auto industry combined with the outbreak of the novel corona virus (Covid-19), impacted the business performance of JKM Ferrotech Limited ('JFTL') for the FY2020-21 significantly.

The Board of Directors of the Company, vide its meeting dated 1st February 2021 had approved the term sheet and proposal for the sale of its foundry business assets which consists of Property, plant and equipment (including land and building), raw materials and spare parts inventory and other financial assets identified at Gummidipoondi to Danblock Brakes India Private Limited (DBIPL).

On 7th April 2021 JFTL and DBIPL had executed Assets Purchase Agreement. Accordingly, the said assets and liabilities of JFTL business had been classified as discontinued operations. Transfer of assets would be effective subject to satisfactory completion of terms & conditions of the Asset Purchase Agreement, on such date as mutually agreed between the parties.

Post-sale of the perennially loss-making Indian ferrous foundry, this business will no longer be drag on the consolidated earnings.

The net proceeds available after meeting JFTL's obligations, will be used by the Group for debt optimization and augmentation of working capital. The aforesaid transaction would also improve the Group's operating margins and overall credit metrics.

Chalapathi P Director DIN : 08087615

FINANCIAL RESULTS

| Particulars | Year ended
31.03.2021
in Lakhs* | Year ended 31.03.2020  in Lakhs* |
|-----------------------------------|-----------------------------------------|-----------------------------------------|
| Revenue from Operation
[Gross] | 9,235 | 10,801 |
| EBITDA | (1,070) | (92) |
| Interest | 281 | 736 |
| Depreciation | 1,058 | 1,027 |
| PBT | (2,385) | (1,850) |
| Tax Charge/(Credit) | - | - |
| Profit/(Loss) After Tax | (2,385) | (1,850) |

*Numbers restated as per IND AS

JKM RESEARCH FARM LIMITED

BANGALORE, INDIA

Business Review REPORT 2020-21

JKM RESEARCH FARM LIMITED

BANGALORE, INDIA

JKM Research Farm Limited (JRFL), a farm Equipment performance and optimisation Company located near Bangalore on a 65 acre farm land, supports the Hydraulic Division of Dynamatic Technologies Limited (DTL) in the areas of design concept, functional prototype testing, and technical information. JRFL is continuously engaged in finding innovative solutions to upgrade the products of DTL customers.

In this regard, JRFL provides a unique opportunity to DTL to test and validate its products in real time field conditions.

Organic Farming of Guava and Lime plantations have commenced during the year under review.

During the year under review, JRFL has made an income of 59.9 lakhs. The profit after tax for the year amounted to26.2 lakhs.

Arvind Mishra Director DIN : 07892275

DIRECTORS

Mr. P S Ramesh	- Director
Mr. Arvind Mishra	- Director
Ms. Pramilla Malhoutra	- Director

AUDITORS

M/s. Prasad & Kumar Chartered Accountants, Bangalore

REGISTERED OFFICE

C/o. Dynamatic Hydraulics® Plot No.1A/1, 1st Main Road,2nd Phase 1st Stage, Peenya Industrial Estate Bangalore 560 058, Karnataka, India

FARM LOCATION

Kalludevanahalli Village, Kadanur Post Doddaballapura District, Bangalore Rural 561 204 Karnataka India

AI assistant

Dynamatic Technologies Ltd. — Annual Report 2021

60708_rns_2021-08-23_8510e517-2778-4935-bb4a-65da5287bf3c.pdf

"The greatest danger in times of turbulence is not the turbulence; it is to act with yesterday's logic."

Dear Fellow Shareholder,

AUTOMOTIVE & METALLURGY

AEROSPACE & DEFENCE

HYDRAULICS

Every morning we are born again. What we do today is what matters most.

- The Buddha

AEROSPACE JOURNEY SO FAR..

INDIAN CUSTOMERS GLOBAL CUSTOMERS

The Beginnings Lakshya - Wing & Fuselage

1995-1998

Spreading our Wings Sukhoi-30 MKI Fighter Jet

System Platforms

Global Sole Supplier

Flap-Track-Beam Assemblies

Building A Yellow Brick Road SPIRIT - AIRBUS A320 Program

Building Complex Aerostructures BELL Helicopter

Make-in-India

Global Reach for Defence Industry Boeing P-8 Poseidon

DYNAMATIC LIMITED, UK Chairman

YEW TREE INVESTMENTS LIMITED, UK Chairman

EISENWERK ERLA GmbH, GERMANY Chairman

JKM ERLA HOLDINGS GmbH, GERMANY

JKM GLOBAL PTE LIMITED, SINGAPORE Chairman

JKM ERLA AUTOMOTIVE LIMITED Director

JKM FERROTECH

JKM RESEARCH FARM LIMITED

JKM AUTOMOTIVE LIMITED Director Mr. Chalapathi P

DIRECTORSHIPS AND AUDITOR DETAILS IN SUBSIDIARIES

CORPORATE STRUCTURE

TABLE OF CONTENTS

CORPORATE INFORMATION

BOARD OF DIRECTORS

KEY MANAGERIAL PERSONNELS

AUDITORS

BANKERS

REGISTERED & CORPORATE OFFICE

REGISTRAR & TRANSFER AGENTS

ORGANISATION STRUCTURE

DIRECTORS' AND KMP PROFILE

Mr. Govind Manik Mirchandani

Ms. Malavika Jayaram

Mr. Pradyumna Vyas Independent Director

Mr. Pierre de Bausset

Mr. Dietmar Hahn

Non-Executive and Non-Independent Director

Mr. James Tucker

Non-Executive and Non-Independent Director

Mr. P S Ramesh

Executive Director-Group Technical Services and Human Resource

Mr. Arvind Mishra

Executive Director & Global COO – Hydraulics and Head – Homeland Security

Mr. Udayant Malhoutra

Chief Executive Officer & Managing Director

Mr. Chalapathi P

Chief Financial Officer

Mr. Shivaram V

COMPANY OVERVIEW

HYDRAULICS

INDIA

KEY CUSTOMERS

UNITED KINGDOM

KEY CUSTOMERS

KEY DISTRIBUTION & AFTER MARKET CUSTOMERS TERMHOPE WHITE HOUSE PRODUCTS GILLIG BERENDSEN

AUTOMOTIVE & METALLURGY

KEY CUSTOMERS

AEROSPACE & DEFENCE

Dynamatic Technologies Limited completes the First Front Fuselage Final Operation Clearance (FOC) Configuration for Hindustan Aeronautics Limited.

Covid-19 Pandemic- Major disruption for Aerospace Commercial Sector

Dynamatic Handed Over First Batch of Critical Beam Assemblies for Complex Naval Application to Bharat Electronics Limited

DYNAMATIC DELIVERS CRITICAL ASSEMBLIES FOR BOEING IN SUPPORT OF T-7A RED HAWK

DYNAMATIC TECHNOLOGIES COMPLETES 150 SHIP SETS OF AIRBUS A33O FLAP TRACK BEAM ASSEMBLIES

AWARDS AND ACCOLADES

DEFENCE

PATANG® QUADCOPTOR

Mobile Command & Control Vehicles (MCCV) & Mobile Surveillance Vehicles (MSV)

UNMANNED AERIAL VEHICLES

Dynamatic Technologies Ltd. Annual Report 2021