Your Directors are pleased to present the Thirtieth Annual Report on
the business and operations of the Company for the year ended March 31, 2025.
1. State of the Company's Affairs
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
| Year ended 31/03/2025 |
Year ended 31/03/2024 |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
Gross Income |
1,27,354 |
1,02,882 |
1,27,393 |
1,02,885 |
Profit Before Finance Cost and
Depreciation and Amortisation Expenses |
11,187 |
8,252 |
11,200 |
8,237 |
Provision for Depreciation and
Amortisation Expenses |
165 |
152 |
165 |
152 |
Profit Before Finance Cost |
11,022 |
8,100 |
11,036 |
8,086 |
Finance Cost |
1,321 |
879 |
1,321 |
879 |
Net Profit Before Tax |
9,701 |
7,221 |
9,714 |
7,207 |
Provision for Tax |
2,460 |
1,825 |
2,465 |
1,825 |
Net Profit After Tax |
7,241 |
5,396 |
7,249 |
5,382 |
Balance of Profit brought
forward |
13,290 |
7,958 |
13,288 |
7,969 |
Balance available for
appropriation |
20,468 |
13,290 |
20,464 |
13,288 |
2. Management Analysis and Discussions Company
Performance
During FY 2024-25, your Company delivered another year of strong
performance, reflecting its ability to execute large and complex projects while
maintaining operational efficiency. Revenues for the year on consolidated basis stood at '
1273.93 crore (' 1273.54 crore on standalone basis), representing a growth of 23.82%
(23.79% on standalone basis) over the previous year. This growth was primarily driven by
robust traction in Infrastructure Management Services, Data Centre and Cloud Solutions,
and large integration projects.
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)
on consolidated basis were ' 112 crore (' 111.87 crore on standalone basis), translating
into an EBITDA margin of 8.79% (8.78% on standalone basis), compared with 8.01% (8.02% on
standalone basis) in the previous year. The improvement in margins was supported by higher
contribution from managed services, enhanced project execution efficiencies, and
investments in automation-led delivery models.
Profit After Tax (PAT) for the year on consolidated basis stood at '
72.49 crore (' 72.41 crore on standalone basis), registering a growth of 34.69% (34.19% on
standalone basis) year-on-year. The consistent profitability reflects Dynacons' balanced
business model, combining annuity-driven revenues with large-scale project-based
engagements. Earnings per Share (EPS) increased to ' 56.95 (' 56.95 on standalone basis),
compared with ' 42.37(? 42.47 on standalone basis) in the previous financial year,
enhancing shareholder value.
The Company maintained a healthy financial position, with strong cash
flows from operations and prudent working capital management. Return on Net Worth (RONW)
and Return on Capital Employed (ROCE) remained robust on consolidated basis at 31.37%
(31.36% on standalone basis) and 38.90% (46.55% on standalone basis), respectively. The
balance sheet continues to be strong with a debt-to-equity ratio of 0.22:1 (consolidated
and standalone basis), providing flexibility for future investments and growth
initiatives.
Dynacons remains committed to deploying capital efficiently, investing
in growth opportunities while ensuring sustainable returns for shareholders. The Company's
strong financial foundation, coupled with its proven delivery capabilities and strategic
partnerships, provides confidence in sustaining growth momentum in the coming years. This
success is a testament to the investments made in strengthening client relationships,
enhancing our technology and service delivery, deepening employee capabilities and
expanding technology ecosystem.
The Consolidated financial summary for the last
five years is presented below:
Financial
Year |
Revenue (' Cr) |
EBITDA (' Cr) |
PAT (' Cr) |
EPS (?) |
ROCE (%) |
RONW (%) |
Net Profit Margin (%) |
Debt/
Equity |
FY21 |
437.25 |
19.77 |
8.54 |
7.29 |
21.78% |
17.22% |
1.96% |
0.82:1 |
FY22 |
655.84 |
32.31 |
16.43 |
13.57 |
28.19% |
24.17% |
2.51% |
0.91:1 |
FY23 |
806.77 |
56.92 |
33.45 |
27.70 |
36.99% |
31.93% |
4.16% |
0.62:1 |
FY24 |
1028.85 |
82.37 |
53.82 |
42.37 |
38.19% |
34.13% |
5.25% |
0.21:1 |
FY25 |
1273.93 |
112 |
72.49 |
56.95 |
38.90% |
31.37% |
5.72% |
0.22:1 |
Industry Overview
The financial year 2025 was marked by profound global disruption.
Widespread geopolitical conflicts, military escalations, and uncertain trade dynamics
severely impacted global supply chains. In the face of this turbulence, your Company
demonstrated exceptional resilience by partnering closely with clients to help them
perform under pressure while continuing to accelerate their transformation agendas.
Globally, the IT system integration industry continued to expand in FY
2024-25, driven by the rapid adoption of cloud computing, artificial intelligence,
cybersecurity, and edge technologies. Enterprises across sectors are modernizing legacy
systems and transitioning to hybrid infrastructure models, fueling demand for integrated
solutions that enable automation, secure data flow, and operational agility. The global
market size is estimated at over USD 430 billion, with the Asia Pacific region emerging as
a key growth hub due to accelerated digitalization and sustained infrastructure
investments.
In 2025, enterprises are expected to accelerate the adoption of AI into
their digital core to address technical debt and modernize legacy systems. This requires
significant efforts in cloud migration, infrastructure modernization, and the development
of a robust data foundation. At the same time, enterprises face a complex risk
landscape—cybersecurity threats, evolving regulations, and geopolitical tensions. As
a result, organizations will continue to strengthen cybersecurity management processes,
leading to sustained investments in advanced security frameworks.
In India, the IT services and infrastructure sector remains a critical
driver of economic growth, supported by government- led initiatives such as Digital India,
Smart Cities, and AI for All. These programs have accelerated digital adoption across
public services, financial institutions, and citizen-focused applications. The Indian IT
& Business Services market is projected to grow steadily, with system integration
services forming a cornerstone of scalable and secure digital transformation.
Indian enterprises are also making significant investments in
cloud-native architectures, data center modernization, and digital platforms. The rapid
rise of AI-powered automation and hybrid work models has further transformed business
operations, prompting organizations to adopt integrated solutions that enhance agility,
reduce costs, and improve customer experience. The domestic system integration market,
currently valued at approximately USD 15 billion, is expected to maintain healthy growth
momentum in the coming years.
With rising demand across BFSI, the public sector, and large enterprise
segments, India's system integration industry is poised for sustained momentum.
Large-scale projects in banking, e-governance, and national infrastructure continue to
fuel the need for robust and scalable IT solutions. Companies like Dynacons, with deep
domain expertise, strong execution capabilities, and a proven track record, are
strategically positioned to lead this next phase of digital infrastructure growth.
Company Overview
Dynacons Systems & Solutions Ltd. Is a leading Indian IT company
known for delivering end-to-end technology solutions to enterprises, public sector
organizations, and financial institutions. Over the years, the company has built a strong
reputation by providing innovative and scalable services, including Infrastructure Managed
Services, Cloud Computing, Systems Integration, Application Development and Maintenance,
Break-Fix Services, and Automation-led solutions— effectively supporting the entire
lifecycle of clients' technology needs.
Our ability to rapidly apply and scale new technologies has allowed us
to navigate multiple technology cycles with agility and success. The company's expertise
covers advanced technologies such as Hyper Converged Infrastructure (HCI), which
integrates storage, computing, and networking into a single system for greater efficiency;
Private and Public Cloud deployments; Software Defined Network (SD-WAN), a technology that
centralizes control and optimizes network performance; Software Defined Storage (SDS),
which separates storage hardware from the software that manages it; Network Infrastructure
design and setup; and Virtual Desktop Infrastructure (VDI) Solutions. Additionally,
Dynacons manages onsite and remote facilities for multi-location infrastructures across
domestic markets.
Dynacons possesses deep domain knowledge across numerous industry
sectors and demonstrates proficiency in both traditional and emerging technologies. This
contextual understanding enables us to create tailored, high-impact solutions that drive
clear business outcomes. Our comprehensive array of services spans Infrastructure as a
Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS), as well as
extensive offerings in Infrastructure Managed Services, Breakfix Services, Managed Print
Services, Cloud Computing, Systems Integration, and Application Development and
Maintenance.
At the core of Dynacons' philosophy is a unified, customer-centric
approach—one that emphasizes delivering superior results and building enduring
partnerships. By consistently focusing on client needs and proactively expanding our
capabilities, we have established long-term relationships that drive repeat business and
sustained growth. High client satisfaction, a vibrant and skilled workforce, and a proven
track record have positioned us as trusted advisors, able to guide organizations through
digital transformation, cloud adoption, IT security, and beyond.
Through a commitment to excellence and innovation, Dynacons continues
to push the boundaries of what technology can achieve for businesses. Our strategic
investments in next-generation solutions and ongoing skill development place us at the
forefront of industry transformation, enabling clients to realize operational efficiencies
and unlock new opportunities for growth. With a proven capacity for handling complex,
large-scale projects and delivering measurable results, Dynacons is dedicated to
empowering organizations to thrive in today's dynamic digital landscape.
Business Segments
Data Centre and Cloud Solutions
Dynacons specializes in Data Centre Augmentation projects, helping
enterprises modernize legacy infrastructure with next-generation technologies such as
Hyper Converged Infrastructure (HCI), Software Defined Storage (SDS), and virtualization
platforms. The company designs and deploys scalable, energy-efficient data centres
integrated with advanced cooling, fire safety, and access control systems.
Its Private Cloud Solutions are built on platforms like VMware,
Microsoft Azure Stack, and Red Hat OpenShift, enabling secure, compliant, and
cost-effective cloud environments. These solutions support mission-critical workloads with
enterprise-grade backup and recovery, disaster recovery automation, and data replication
across hybrid and multi-cloud setups. Dynacons is also integrating AI-powered resource
orchestration, predictive analytics, and automated capacity planning to enhance data
centre efficiency, reduce downtime, and optimize energy consumption
In recent years, market adoption of Cloud has matured to hybrid
multi-cloud configurations, requiring seamless integration with private/on-premise
systems, future cloud native architectures, AI thought leadership and synergies across
many services to deliver the outcomes for the customers. To capitalize on this growth
potential in overall Cloud space, We have formed full-stack teams in offerings,
engineering, sales, solutions, and platform-based operations.
During FY 2024-25, Dynacons secured a significant order from Canara
Bank for end-to-end IT infrastructure services. This engagement includes large-scale data
center modernization, implementation of robust security frameworks, and managed services
for mission-critical applications. The project is one of the largest of its kind in the
Indian banking sector and underscores Dynacons' ability to execute complex technology
transformation programs for top-tier financial institutions.
Network and Security Infrastructure
Dynacons delivers robust SD-WAN Solutions that enable intelligent,
secure, and cost-efficient connectivity across distributed enterprise networks. These
solutions leverage centralized control, dynamic path selection, and integrated security to
optimize performance and reduce operational complexity.
The company also provides comprehensive network and security
infrastructure services including next-generation firewalls, intrusion prevention systems,
endpoint detection and response, and identity and access management. Dynacons integrates
SIEM platforms, conducts vulnerability assessments, and ensures compliance with industry
standards. AI is increasingly being used to enhance threat detection, anomaly
identification, and automated incident response, enabling faster and more accurate
security operations. The company is also exploring AI-driven network traffic analysis to
proactively identify performance bottlenecks and optimize routing.
Dynacons has demonstrated outstanding technical capability through
numerous large-scale, mission-critical SD-WAN enterprise rollouts for BFSI and public
sector clients, delivering secure, high-performance connectivity via meticulous planning,
network design, and seamless integration with existing infrastructure. These projects
incorporate advanced SD-WAN features such as dynamic path selection, automated failover,
and robust security protocols, ensuring rapid connectivity, centralized management, and
reliable data protection—key for industries with sensitive data and strict
regulations. By collaborating closely with client stakeholders, Dynacons develops tailored
solutions that address unique operational challenges, from multi-site connectivity and
compliance to real-time monitoring and intelligent traffic routing. This proven expertise
not only reflects Dynacons' superior technology skill set but also reinforces its
reputation as a trusted partner for future-ready, scalable connectivity in demanding
enterprise environments.
Workplace Solutions
Dynacons' Workplace Solutions are designed to support the modern
digital workforce through mobility, collaboration, and automation. The company implements
secure virtual desktop infrastructures (VDI), BYOD strategies, and unified communication
platforms integrated with tools like Microsoft 365 and Google Workspace.
Our comprehensive workplace technology solutions are centered on
elevating user satisfaction, enhancing freedom, and boosting productivity, all while
optimizing the return on investment in workplace technologies. By embracing our workplace
technology services, end-users can anticipate greater automation and collaboration. Our
Workplace Solutions cover the entire lifecycle, encompassing sourcing and logistics,
integration, user profiling and enablement, service desk and global field support,
remote/branch site optimization, hybrid messaging, enterprise mobile enablement, managed
print services, virtualization, desktop as a service, and operating system migration. We
have a proven track record of working closely with numerous large enterprises, offering a
complete range of Workplace solutions to ensure a seamless work-from-home experience. Our
company has successfully secured multiple contracts with prominent BFSI and global
enterprises to meet their workplace solution needs.
A key offering under this segment is the IT Lifecycle Management
Solution, which provides end-to-end support for IT assets—from procurement and
deployment to maintenance, upgrades, and retirement. This includes asset tagging,
configuration, warranty tracking, and disposal in compliance with environmental and data
security norms. Dynacons leverages AI-driven asset tracking, predictive maintenance, and
usage analytics to help organizations optimize asset utilization, reduce downtime, and
maintain full visibility across their IT inventory. Additionally, AI is being used to
enhance digital employee experience (DEX) through intelligent support systems and
personalized workspace configurations.
Managed Services
Dynacons' Managed Services portfolio is built on a foundation of
automation, analytics, and SLA-driven delivery. The company offers services such as data
center and network management, cloud operations, managed security, infrastructure
monitoring, and IT staff augmentation, delivered through centralized Network Operations
Center (NOC) and Security Operations Center (SOC).
Dynacons provides Infrastructure Management Services (IMS) to oversee
the vital IT systems of leading and forwardthinking organizations. Our Enterprise Services
encompass a comprehensive range of Enterprise IT and Office Automation Services, such as
Infrastructure Managed Services, Break-fix Services, Managed Print Services, Cloud
Computing, Systems Integration Services, and Applications Development and Maintenance. Our
IT infrastructure management services come with a strong track record. We've not only
successfully executed complex IT transformation projects but have also ensured efficient
IT infrastructure services for our enterprise clients. Our history is marked by successful
delivery of high-complexity projects, high levels of customer satisfaction, and innovative
IT solutions.
Dynacons continued to strengthen its leadership in the BFSI segment by
receiving orders from various State Cooperative Banks associated with National Bank for
Agriculture and Rural Development (NABARD). The Company has received orders for providing
Advance Core Banking As A Service (CBAAS) for a period of 5 years. These orders highlight
the company's deep expertise in delivering secure, scalable, and compliant banking
platforms tailored for cooperative and rural banking ecosystems. Under the contract,
Dynacons will deliver a comprehensive suite of services, including consultancy,
implementation, customization, and ongoing support to ensure a smooth transition with
minimal operational disruption. The project will include upgrading, migrating, and
maintaining the Core Banking Solution on opex basis, as well as bolstering infrastructure
and networks using top-tier technology. Leveraging its expertise in banking and digital
infrastructure, Dynacons aims to unlock the full potential of the upgraded Finacle
platform for the state cooperative banks.
In addition to Canara Bank and NABARD, Dynacons received multiple
large-scale projects across government, BFSI, and enterprise sectors. These included
digital workplace modernization programs, cloud transformation mandates, and cybersecurity
engagements for national-level agencies and large corporates. Such wins demonstrate the
company's ability to serve diverse customer needs while building long-term, trust-based
relationships.
Embracing the AI Opportunity
We believe every industry stands to benefit from Artificial
Intelligence(AI) and the IT industry is at the forefront of this transformation. Dynacons
is strategically positioned to lead this shift by leveraging its domain expertise, deep
client relationships, and contextual knowledge built over decades. Our ability to combine
technology with industry insights makes us an ideal partner for enterprises seeking to
embed AI-first cultures, reimagine supply chains, accelerate digital adoption, and create
adaptive, resilient operations. With AI, businesses can go beyond incremental improvements
to achieve transformative outcomes at scale, opening up new horizons for innovation and
growth.
The AI ecosystem is experiencing rapid advancements not just in models
and applications but also in the underlying AI infrastructure—from high-performance
computing, GPUs, and cloud-native architectures to scalable data platforms and edge AI
deployments. These innovations are compelling enterprises to modernize their IT
landscapes, build AI- ready infrastructure, and ensure robust data pipelines to feed
intelligent systems. Dynacons is enabling organizations to bridge this gap by delivering
integrated infrastructure solutions, hyper-converged systems, and cloud platforms that are
optimized for AI workloads. This positions us as a trusted partner for enterprises seeking
to deploy AI at scale, with speed and efficiency.
As organizations increasingly adopt AI to meet evolving customer
expectations, the opportunities for IT partners are unprecedented. Demand is surging for
AI-enabled automation, predictive analytics, intelligent operations, and cognitive
solutions across BFSI, government, and enterprise sectors. Dynacons is investing in
strengthening its AI infrastructure capabilities, forming strategic alliances with
technology leaders, and expanding its portfolio of AI-driven solutions. Our approach is
focused on delivering measurable value—enhancing efficiency, driving personalization,
improving risk management, and enabling new business models. This positions us at the
forefront of the AI-led growth era, empowering clients to turn AI potential into business
advantage.
Awards & Recognitions
In FY 2024-25, Dynacons received several prestigious industry awards
and accolades that underscore its strong market
position and customer-centric approach:
• HPE Solution Provider of the Year 2025 - Recognizing excellence
in delivering innovative HPE-based solutions.
• Lenovo Digital Workplace Solution Partner of the Year 2024 -
Awarded for leadership in workplace transformation projects.
• Deloitte Technology Fast 50 India 2024 - Fastest Growing
Technology Company - Acknowledging Dynacons as India's fastest-growing technology firm.
• Dun & Bradstreet Top 500 Value Creators of 2024 -
Recognition for consistent value creation and financial performance.
• CMMI Level 5 Certification Achievement - A landmark recognition
for process maturity and quality excellence.
• Banking Deal of the Year - For delivering one of the largest
Core Banking as a Service projects in India.
• Best Partner for Digital Workplace Solutions - Awarded by a
leading OEM for transformational workplace solution delivery.
These recognitions reaffirm Dynacons' leadership in the IT system
integration and managed services space, while
highlighting its ability to combine innovation with execution
excellence.
Opportunities and Strengths
The rapid pace of digital transformation in India continues to create
significant opportunities for system integrators. With enterprises modernizing
infrastructure, adopting hybrid cloud models, and embracing AI-powered automation, the
demand for end-to-end technology partners has never been stronger. The Indian government's
push for e-governance, digital banking, and citizen-centric digital services presents
additional avenues for growth, particularly in the BFSI and public sector domains where
Dynacons has built strong delivery capabilities.
Dynacons' established track record in delivering large-scale IT
projects positions it well to capture this demand. Its deep domain expertise across data
centres, workplace solutions, and managed services, coupled with a nationwide service
network of over 250 locations, enables the Company to address complex client needs
effectively. With more than 80% of its workforce comprising technically skilled engineers,
Dynacons' delivery strength is a key differentiator in a competitive market.
Another strength lies in the Company's extensive partnerships with
global technology leaders such as IBM, Microsoft, Cisco, HP, Dell, Oracle, VMware, and
HPE. These alliances not only provide access to cutting-edge technologies but also help
strengthen Dynacons' solution portfolio. Industry recognitions, including Deloitte's
Fastest Growing Technology Company award and partner awards from Lenovo and HPE, further
validate the Company's strong positioning.
Threats
In today's dynamic and fast-paced digital landscape, IT service
providers operate under constant pressure to innovate and adapt. The pace of change in
technology, customer expectations, and business models is accelerating, making competitive
agility more critical than ever. Competition serves as the primary challenge for most
technology enterprises, given the incessant product cycles, the swift shift towards
commoditization within the industry, and the ever-evolving technology, market dynamics, as
well as governmental policies and regulations. These factors collectively pose challenges
and risks to the seamless operation of the company. We observe fierce rivalry in
conventional services, a swiftly evolving market landscape, and the emergence of fresh
contenders in specialized technology niches.
Our typical competitors in response to requests for proposals are other
major global technology service providers. We confront intense competition in established
service domains and witness a swiftly evolving marketplace featuring novel players
specializing in agile, adaptable, and innovative approaches. The technology products and
services sector is fiercely competitive and susceptible to economic conditions and rapid
technological advancements. The sector is highly competitive, with numerous players vying
for market share. This can lead to price wars and margin pressure. Keeping
up with fast-paced technological advancements and evolving client needs
can be challenging and costly. Disruptions in logistics, shortages of critical components
pose significant risks to Company's ability to deliver services efficiently and meet
client expectations.
In the realm of the IT sector, the organization's success in
recruiting, training, and retaining highly skilled IT professionals significantly impacts
its ability to execute projects, cultivate and sustain client relationships, and attain
projected operational and financial outcomes. The domestic market is witnessing an
escalating influx of competition from both prominent international IT firms and Indian
counterparts.
As the digital world expands, demand for cybersecurity leaders grows.
Organizations recognize cyber risks can lead to financial losses, reputational damage, and
threaten public safety. Increasing cyberattacks and data breaches pose significant risks
to the security of IT systems and client data, affecting trust and compliance.
Risks and Concerns
Operating in a dynamic industry exposes the Company to various risks.
One of the key concerns is technology obsolescence, as rapid advancements require
continuous investments in emerging solutions and skill development. Failure to adapt
quickly may impact competitiveness. To mitigate this, Dynacons maintains strong focus on
R&D, employee training, and adoption of next-generation platforms.
The IT services market is also highly competitive, with pressure from
both global majors and domestic players. Competitive intensity can result in pricing
pressures, margin compression, and extended sales cycles. Dynacons mitigates this risk by
focusing on value-added services, building long-term customer relationships, and investing
in automation to improve operational efficiency.
Cybersecurity remains another significant risk, given the growing
number and sophistication of cyber threats. With increasing reliance on cloud and digital
infrastructure, breaches can lead to reputational damage and financial losses. Dynacons
addresses this risk through robust internal information security practices, deployment of
advanced security tools, and continuous monitoring through its Security Operations Centre
(SOC). Additionally, the challenge of talent retention in niche technology areas continues
to be a concern, which the Company addresses through employee engagement, career growth
programs, and competitive compensation.
Sustainable Growth
At Dynacons, our very name reflects our dynamic spirit and commitment
to continuous evolution. Guided by our 3C philosophy—Concept, Capability, and
Culture—we have built a holistic approach that spans the entire IT infrastructure
lifecycle, from planning and building to running and monitoring. By consistently refining
our concepts, expanding our capabilities, and nurturing a vibrant organizational culture,
we ensure that innovation and value creation remain at the heart of everything we do. This
approach has enabled us to forge enduring customer relationships, foster an engaged
workforce, achieve industry-leading profitability, and steadily expand our market
presence, while consistently delivering long-term value to all stakeholders.
Over the years, Dynacons has successfully navigated multiple technology
cycles, each time transforming and adapting to build relevant new capabilities and helping
clients realize the benefits of emerging technologies. Customer-centricity lies at the
core of our strategy, organizational structure, and investment decisions. This enables us
to spot trends early, seize new opportunities through timely investments, and mitigate
risks, all while fulfilling our social and environmental responsibilities. We continuously
broaden and deepen customer relationships by identifying newer areas to add value,
proactively investing in capabilities, reskilling our workforce, and launching innovative
services, solutions, and platforms.
Our growth philosophy is anchored in a proactive
approach—consistently seeking out opportunities within our customers' businesses and
enhancing their value proposition. We strategically invest in innovative capabilities and
introduce novel solutions to capture growth opportunities, while driving revenue expansion
and embracing technology-driven business models. By diversifying income streams, catering
to diverse customer segments, and strengthening existing relationships, we remain
committed to building sustainable growth that benefits our clients, employees, and
shareholders alike.
Outlook
The outlook for the IT system integration industry remains highly
positive. With businesses across sectors accelerating digital adoption, the demand for
integrated, secure, and scalable technology solutions will continue to grow. The Indian
market, in particular, offers strong potential as enterprises increasingly transition to
hybrid cloud models, modernize data centres, and adopt AI and analytics-driven solutions
to drive efficiency and innovation.
For Dynacons, the future holds significant promise. The Company's
strong order book, landmark projects such as NABARD's Core Banking as a Service
deployment, and its recognition as one of India's fastest-growing technology companies
underscore its ability to deliver growth in the years ahead. Its CMMI Level 5
certification, reflecting process maturity and delivery excellence, further strengthens
client confidence and sets the stage for larger, mission-critical engagements.
Through our comprehensive range of services and solutions, we assist
our customers in navigating their digital transformation journeys. We have adopted a
four-pronged approach to reinforce our relevance to clients and drive rapid value
creation: scaling our digital capabilities and remaining agile, upskilling our workforce,
expanding our portfolio of offerings, and revitalizing our core IT infrastructure. Our
consistent growth is testimony to the strength of our business model and our ability to
reinvent ourselves in an ever-evolving technology landscape, staying relevant to our
customers while remaining focused on creating value for all stakeholders.
This integrated approach will help us bring the best capabilities to
every customer, ensuring they are future-ready, resilient, and competitive. We remain
steadfastly committed to leading the industry with purpose, innovation, and
responsibility. Our focus on innovation and growth drives us to continuously explore new
technologies and business models, ensuring we stay ahead in an ever-evolving landscape.
Dynacons remains committed to maintaining financial discipline,
operational excellence, and shareholder value creation. With a strong leadership team,
talented workforce, and trusted partnerships, the Company is confident of continuing its
growth momentum. As digital transformation accelerates across industries, Dynacons aims to
not just participate but lead in shaping the future of India's digital infrastructure
landscape.
Internal Financial control systems and their
adequacy
The Internal Control is intended to increase transparency and
accountability in an organization's process of designing and implementing a system of
internal control. The framework requires a company to identify and analyze risks and
manage appropriate responses. The company has successfully laid down the framework and
ensured its effectiveness. These have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensuring compliance with corporate policies.
Dynacons has aligned its current systems of internal financial control with the
requirement of Companies Act, 2013.
Dynacons internal controls are commensurate with its size and the
nature of its operations. The Company's well-defined organizational structure, defined
authority matrix and internal financial controls ensure efficiency of operations,
protection of resources and compliance with the applicable laws and regulations. Moreover,
the Company continuously upgrades its systems and undertakes review of policies. There is
an effective internal control and risk mitigation system, which is constantly assessed and
strengthened with new/revised standards operating procedures. The Company's internal
control system is commensurate with its size, scale and complexities of its operations.
Dynacons Systems & Solutions Limited has an audit committee, the
details of which have been provided in the corporate governance report. The Audit
Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggest improvements to strengthen the same. Dynacons also
undergoes periodic audit by the Audit Committee reviews reports submitted by the
management and audit reports submitted by internal auditors and statutory auditors.
Suggestions for improvement are considered and the audit committee follows up on
corrective action. The audit committee also meets Dynacons statutory auditors to
ascertain, inter alia, their views on the adequacy of internal control systems and keeps
the board of directors informed of its major observations periodically.
Dynacons management assessed the effectiveness of the company's
internal control over financial reporting (as defined in Regulation 17 of SEBI LODR
Regulations 2015) as of March 31, 2025. M/s. MSP & Co., the statutory auditors of
Dynacons, have audited the financial statements included in this annual report and have
issued an attestation report on the company's internal control over financial reporting
(as defined in section 143 of Companies Act 2013).
The internal financial control is supplemented by extensive internal
audits, regular reviews by management and standard policies and guidelines to ensure
reliability of financial and all other records to prepare financial statements and other
data. Based on its evaluation (as defined in section 177 of Companies Act 2013 and
Regulation 18 of SEBI Regulations 2015), the Company's audit committee has concluded that,
as of March 31, 2025, the Company's internal financial controls were adequate and
operating effectively.
Details of Ratios
The Company hereby provides the details of ratios as required under
Schedule V (b) of the SEBI (LODR) Amendment Regulations, 2018
Details of significant changes in key financial
ratios
Sr. No. Particulars |
2024-2025 |
2023-2024 |
Change of % |
Remarks |
1 Debtors Turnover (in months) |
4.14 Months |
4.70 Months |
11.91% |
- |
2 Inventory Turnover (Revenue
from Operations/Avg Inv) in times |
19.25 |
18.62 |
3.39% |
- |
3 Interest Coverage Ratio |
8.47:1 |
9.39:1 |
(9.80)% |
- |
4 Current Ratio |
1.36:1 |
1.39:1 |
(2.53)% |
- |
5 Debt Equity Ratio |
0.22:1 |
0.21:1 |
6.66% |
- |
6 Operating Ratio Margin |
0.09:1 |
0.08:1 |
12.50% |
- |
7 Net Profit Margin (%) |
5.72% |
5.27% |
8.89% |
- |
Details of any change in Return on Net Worth as
compared to the immediately previous financial year along with a detailed explanation
thereof
Financial Year |
2024-2025 |
2023-2024 |
Return on Networth (%) |
31.36% |
34.25% |
The Return on net worth increased during the year 2024-25 as compared
to previous year 2023-24 because of net profit earned of Rs. 7241.44 Lakhs in 2024-25 as
against net profit earned of Rs. 5396.03 Lakhs in year 2023-24.
3. The Change in the Nature of Business, if any
There was no change in the nature of business of the Company, during
the year under review.
4. Dividend
For FY2025, based on the Company's performance, the Directors had
declared interim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity
share amounting to Rs. 63,56,565 (gross) subject to deduction of tax at source as per the
applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company
for the FY 2024-2025 on the equity shares to those shareholders whose names appeared in
the Register of Members of the Company on cut-off date i.e. August 23, 2024.
For FY2026, based on the Company's performance, the Directors had
declared interim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity
share amounting to Rs. 63,62,665 (gross) subject to deduction of tax at source as per the
applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company
for the FY 2025-2026 on the equity shares to those shareholders whose names appeared in
the Register of Members of the Company on cut-off date i.e. August 22, 2025.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate
Governance Report and is uploaded on the Company's website at
http://dvnacons.com/wp-content/uploads/2020/08/
Dividend-Distribution-Policy-DSSL-Final.pdf
5. Transfer to Reserves
The Company has not transferred any amount to reserves.
6. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund:
The requirement of transfer of unclaimed dividend to Investor Education
and Protection Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does
not apply to the Company, for the year ended on March 31, 2025.
7. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report
During the year under review, there have been no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the Financial Year of the Company to which the Financial Statements relate and
the date of the report:
Your Company being covered under the threshold limit mentioned under
notification dated 7th November, 2024, issued by Ministry of Micro, Small and
Medium-Enterprise, has registered on Trade Receivables Discounting System Platform
(TreDS).
The Directors had declared interim dividend of 5% of the Face Value of
the share i.e. Rs. 0.50 per equity share amounting to Rs. 63,62,665 (gross), subject to
deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to
be paid out of profits of the Company for the FY 2025-2026 on the equity shares to those
shareholders whose names appeared in the Register of Members of the Company on cut-off
date i.e. August 22, 2025.
The Board in their meeting held on January 03, 2025, had allotted
12,200 equity shares to the eligible Employees of the Company who had exercised their
stock options under the Dynacons-Employees Stock Option Plan 2020 ("ESOP-
2020"). Further, the Company had received Listing/trading approval from BSE Ltd and
National Stock Exchange of India Limited on January 14, 2025.
8. Details of significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future
• There are no significant and material orders passed by the
Regulators or courts or tribunals impacting the going concern status and company's
operations in future.
• There was no change in the nature of business of the Company.
• During the year under review, there were no cases filed under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
9. Details of Holding/Subsidiary/Joint
Ventures/Associate Companies
The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd.
as on March 31, 2025. Further, an Associate Company of Dynacons Systems & Solutions
Limited ("the Company") in the name of "Cybercons Infosec Private
Limited" had been incorporated on November 06, 2023. There are no 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 subsidiary.
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 AOC-1 is attached to the financial statements of the Company as Annexure-I
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 www.dvnacons.com
10. Directors and Key Managerial Personnel
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any, incurred by them for the purpose of
attending meetings of the Company.
Mr. Parag Dalal, Whole-Time Director, retires by rotation and being
eligible, has offered himself for re-appointment. The Board recommends the resolution for
member's approval for the said appointment.
The shareholders re-appointed Mr. Shirish Anjaria, as Chairman cum
Managing Director, Mr. Parag Dalal, as Whole-time director and Mr. Dharmesh Anjaria, as
Whole-time director and Chief Financial Officer for a further period of Five years with
effect from February 01, 2025, at their Annual General Meeting held on September 30, 2024.
Mr. Jitesh Jain, Non-Executive, Independent Director of the Company
resigned w.e.f. business hours of March 04, 2025, due to other ongoing engagements and
personal commitments.
The Board of Directors appointed Mr. Ashok Bhumaiah Rajagiri as an
Additional Independent Non-Executive Director of the Company w.e.f. March 05, 2025,
subject to shareholders approval. Further, shareholders through postal ballot on April 10,
2025, appointed Mr. Ashok Bhumaiah Rajagiri as Non-Executive, Independent Director of the
Company for the term of 5(five) years.
All the above appointments/re-appointments by the Board of Directors
are based on the recommendation of the Nomination and Remuneration Committee.
The resolutions requiring approval of the members for aforementioned
appointment/re-appointments together with requisite disclosures are set out in the Notice
of the ensuing 30th Annual General Meeting.
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.
Pursuant to the provisions of Section 203 of the Act, there has been no
change in the key managerial personnel during the Financial Year 2024-2025.
11. Remuneration to Director and Employees
Details/Disclosures of ratio of remuneration to each Director to median
employee's remuneration as required pursuant to Section 197(12) of the Companies Act 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as
Annexure- II
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which is a part of this report.
12. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, at the 27th AGM held on September 30, 2022 the members
approved re-appointment of M/s. MSP & Co., Chartered Accountants Firm (Firm
Registration No.107565W) as Statutory Auditors of the Company to hold office from the
conclusion of 27th AGM till the conclusion of the 32nd AGM.
Auditors have confirmed that they are not disqualified to act as
Auditors and are eligible to hold office as Auditors of your Company. They have also
confirmed that they hold a valid peer review certificate as prescribed under Listing
Regulations.
13. Statutory Auditors' Report
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are selfexplanatory and do not call for any
further comments.
14. Internal Auditors
The Board in their Meeting held on May 30, 2024, had re-appointed Mr.
Satya Pattnaik as the Internal Auditor for a period of two years from Financial Year
2024-25 to 2025-26.
15. Cost Audit and Cost Auditors
The Company has maintained cost records for the Financial Year 2024-25
as prescribed by Central Government under sub- section (1) of section 148 of the Companies
Act, 2013.
In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of
the Companies (Audit and Auditors) Rules, 2014, the Board had appointed Sarvottam Rege
& Associates (Firm Registration no. 104190), Cost Accountants, for the conduct of the
Cost Audit of the Company.
16. Reporting of Fraud by Auditors
During the year under review, the Internal Auditors, Statutory Auditors
and Secretarial Auditors have not reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit Committee under section 143(12) of the
Act, details of which needs to be mentioned in this Report. The details are as follows:
(a) Nature of fraud description: Not Applicable
(b) Approximate amount involved: Nil
(c) Parties involved, if remedial action not taken: Not Applicable
(d) Remedial action taken: Not Applicable
17. Corporate Governance
Pursuant to Schedule V to the Listing Regulations and as required under
Regulation 27 of Securities & Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on
Management Discussion and Analysis, Corporate Governance as well as the Certificate
regarding compliance of conditions of Corporate Governance forms part of the Annual Report
and the Certificate duly signed by the Chairman cum Managing Director and Chief Financial
Officer on the Financial Statements of the Company for the year ended March 31, 2025 forms
a part of Annual Report.
Your Company has always practiced sound corporate governance and takes
necessary actions at appropriate time for meeting stakeholders' expectations while
continuing to comply with the mandatory provisions of corporate governance.
18. Code of Conduct for Directors and Senior
Management
The Directors and members of Senior Management have affirmed compliance
with the Code of Conduct for Directors and Senior Management of the Company. The copies of
Code of Conduct as applicable to the Executive Directors (including Senior Management of
the Company) and Non-Executive Directors are uploaded on the website of the Company -
www.dvnacons.com.
19. Familiarization Program for Independent
Directors
The Company has practice of conducting familiarization program of the
Independent directors as detailed in the Corporate Governance Report which forms part of
the Annual Report.
20. Relationship Between Directors Inter-Se
The Directors, Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria
having father and son relationship are related to each other within the meaning of the
term "relative" as per Section 2(77) of the Act and as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Other than these, none of the
Directors are related.
21. Particulars of the Employees
The information as required under Section 197 of the Act and rules made
there-under for employees who are in receipt of remuneration which exceeds the limits
specified under the said rules read with Rule 5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure II below.
22. Documents placed on the Website of the
Company:
The following documents have been placed on the website in compliance
with the Act:
• Financial statements of the Company and consolidated financial
statements along with relevant documents as per third proviso to Section 136(1).
• Details of Vigil mechanism for directors and employees to report
genuine concerns as per proviso to Section 177(10).
• The terms and conditions of appointment of independent directors
as per Schedule IV to the act.
• Latest Announcements
• Annual Reports
• Shareholding Pattern
• Code of Conduct
• Corporate Governance
• Nomination and Remuneration Policy
• Materiality Policy under Regulation 30 of SEBI(LODR)
Regulations, 2015
• CSR Policy
23. Human Resource Management (Material
developments in Human Resources/Industrial Relations front, including number of people
employed)
A robust Talent Acquisition system enables the Company to balance
unpredictable business demands with a predictable resource supply through organic and
inorganic growth. Our empowering culture, philosophy of investing in people, career growth
opportunities, and progressive HR policies have resulted in consistently high retention
levels and developed a strong employer brand.
The Company values its human resources and believes that the success of
an organisation is directly linked to the competencies, capabilities, contributions, and
experience of its employees. The Company's core philosophy is centered around promoting a
safe, healthy, and happy workplace while fostering a conducive work environment among its
employees. Attracting, enabling and retaining talent have been the cornerstone of the
Human Resource function and the results underscore the important role that human capital
plays in critical strategic activities such as growth.
Another critical aspect that companies must prioritize is the
cultivation of a workforce poised for the future. The impending transitions in energy,
supply chain dynamics, and the integration of artificial intelligence demand a
multifaceted approach. This entails the imperative to reskill or upskill existing
employees, embark on fresh talent acquisitions, and invest significantly in research and
development initiatives. Capitalizing on our technological prowess positions us favorably
to meet the burgeoning global demand and expand our talent pool.
The landscape of work is rapidly evolving, prompting organizations
worldwide to rethink their strategies for talent acquisition and management. In the
contemporary context, companies have the capacity to tap into talent resources from
virtually anywhere, necessitating leaders to adeptly harness this global talent reservoir.
Technological advancements and collaborative tools have paved the way for virtual and
hybrid work models, making it essential to adopt an approach that leverages cutting-edge
technologies such as AI and cloud computing to foster effective employee engagement and
collaboration.
Your organization is making substantial investments in fortifying its
AI capabilities, thereby augmenting the array of solutions offered to its clientele. This
strategic commitment underscores the recognition of the pivotal role that talent plays in
propelling the company forward.
Our overarching goal is to attract, nurture, motivate, and retain a
diverse talent pool, as this diversity is a cornerstone of competitive distinction and
long-term prosperity. The company's talent management strategy is meticulously crafted to
unlock the full potential of every employee. This strategy is anchored in the principles
of purpose-driven work, inclusivity, an intellectually stimulating work environment, and a
rewards system that recognizes and motivates employees. The endgame is to deliver an
exceptional employee experience while catalyzing business growth.
The number of people employed during the year ended on March 31, 2025
were 1013.
24. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, the Company had
appointed, M/s. HSPN & Associates LLP, (Formerly known as HS Associates) Practicing
Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the
Company for the F.Y. 2024-2025. The Company has provided all the assistance and facilities
to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for
the F.Y. 2024-2025 in Form MR-3 is annexed to this report as Annexure-III and IIIA.
25. Explanation or comments on Qualifications,
reservations or adverse remarks made by Auditors and the Practicing Company Secretary in
their Reports
The Auditors' Report to the members on the Accounts of the Company for
the financial year ended March 31, 2025 does not contain any qualifications, reservations
or adverse remarks. The Secretarial Audit report does not contain any qualification,
reservation or adverse remark.
26. Share Capital
The paid-up Equity Share Capital of the Company as on March 31, 2024,
was Rs. 12,71,31,300 divided into 1,27,13,130
Equity shares of Rs. 10 each which has increased to Rs. 12,72,53,300
divided into 1,27,25,330 Equity shares of Rs.
10 each as on March 31, 2025, since the Company had allotted 12,200
equity shares in the Board meeting held on
January 03, 2025, to the eligible Employees of the Company who had
exercised their stock options under the Dynacons-
Employees Stock Option Plan 2020 ("ESOP-2020").
27. Shares
a. Issue of equity shares with differential rights: All the equity
shares issued by the Company carry similar voting rights and the Company has not issued
any equity shares with differential voting rights during the financial year under review.
b. Buyback of Securities: The Company has not bought back any of the
securities during the year under review.
c. Sweat Equity: The Company has not issued any sweat equity shares
during the year under review.
d. Preferential issue: The Company has not issued any equity shares
through preferential issue during the year under review.
e. Employee Stock Option Plan: The Company has not provided any stock
options to the employees for the year under review. However, the Nomination and
Remuneration Committee in its meeting held on August 10, 2022, had approved grant of
33,500 stock options under 'Dynacons - Employees Stock Option Plan 2020' (ESOP —
2020) of which 20,050 equity shares were allotted to the eligible Employees of the Company
who had exercised their stock options and the Company had received Listing/trading
approval from BSE Ltd and National Stock Exchange of India Limited on April 12, 2024 and
12,200 Equity shares were allotted in the Board Meeting held on January 03, 2025, for
which the Company received Listing/trading approval from BSE Ltd and
National Stock Exchange of India Limited on January 14, 2025. Further, the Company had
received In-Principal Approval from BSE Limited on 10th February, 2022 and from
National Stock Exchange India Limited on 1st April, 2022 for listing of
15,00,000 (Fifteen Lakhs) Equity Shares of '10 each to be allotted under Dynacons -
Employee Stock Option Plan 2020.
28. Employees Share Option Plan 2020
The Company, at the 25th Annual General Meeting held on 30th
September, 2020, had taken the approval of the shareholders for its Employees Stock Option
Plan (Dynacons-ESOP-2020). Further the Board on the recommendation of the Nomination and
Remuneration Committee vide its meeting dated 10th March, 2022 made
alterations/amendments to the existing scheme of the Company, namely Dynacons- Employee
Stock Option Plan 2020" in order to make the scheme consistent with existing
regulatory requirements (i.e., Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021).
The Company has not provided any stock options to the employees for the
year under review. However, the Nomination and Remuneration Committee in its meeting held
on August 10, 2022, had approved grant of 33,500 stock options under 'Dynacons - Employees
Stock Option Plan 2020' (ESOP — 2020) of which 20,050 equity shares were allotted to
the eligible Employees of the Company who had exercised their stock options under the
Dynacons-Employees Stock Option Plan 2020 ("ESOP-2020") in the Board Meeting
held on March 29, 2024, and the Company had received Listing/Trading approval from BSE Ltd
and National Stock Exchange of India Limited on April 12, 2024 and 12,200 Equity shares
were allotted in the Board Meeting held on January 03, 2025,for which the Company received
Listing/trading approval from BSE Ltd and National Stock Exchange of India Limited on
January 14, 2025.
With this allotment, the paid-up capital of the Company had increased
to Rs. 12,72,53,300/- divided into 1,27,25,330 equity shares of face value of Rs. 10/-
each.
Further the Nomination and Remuneration Committee in its meeting held
on January 09, 2025, had approved grant of 12,750 stock options under 'Dynacons -
Employees Stock Option Plan 2020' (ESOP — 2020).
Disclosure pursuant to the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended
March 31, 2025, is available at the website of the Company at www.dynacons. com. The
certificate from the Secretarial Auditors of the Company stating that the Schemes have
been implemented in accordance with the SEBI Regulations would be placed at the ensuing
Annual General Meeting for inspection by members.
29. Credit Rating
Your Directors have pleasure to inform that Acuite carried out a credit
rating assessment of the Company for both short-term and long-term bank facilities in
compliance with norms implemented by Reserve Bank of India for all banking facilities,
which enables the Company to access banking services at low costs, below is the latest
ratings provided to the Company
Name of the Agencies |
Facilities |
Amt (in Cr.) |
New/ Re-affirmed Rating
assigned & Rating outlook |
Acuite Ratings & Research
Ltd. |
Long Term Instruments (Bank Loan) |
35 |
ACUITE A- (Outlook: Stable)
Assigned |
Acuite Ratings & Research
Ltd. |
Short Term Instruments (Bank
Loan) |
30 |
ACUITE A2+ (Outlook: NA)
Reaffirmed |
Acuite Ratings & Research
Ltd. |
Long Term Instruments (Bank Loan) |
20 |
ACUITE A- (Outlook: Stable)
Assigned |
Acuite Ratings & Research
Ltd. |
Short Term Instruments (Bank
Loan) |
160 |
ACUITE A2+ (Outlook: NA)
Assigned |
Considering the request made by the Company, and as per the policy on
withdrawal of CARE Ratings and on receipt of NOC for the Bank facilities from the Bank,
CARE Ratings vide their letter dated February 12, 2025, had communicated the withdrawal of
its credit ratings assigned to the bank facilities of the Company.
30. Fixed Deposits
During the financial year under review, the Company has not accepted
any type of deposits which falls under the purview of Chapter V of the Companies Act, 2013
read the Companies (Acceptance of Deposits) Rules, 2014 and accordingly, the disclosure
requirements stipulated under the said Chapter are not applicable. There were no unclaimed
or unpaid deposits as on March 31, 2025.
No money has been received by the Company from any of its director.
31. Directors Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge
and belief:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with no material departures;
(b) 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/loss of the Company for that period;
(c) They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
and
(e) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively
(f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
32. Conservation of Energy, Technology Absorption,
Research & Development and Foreign Exchange Earnings and
Outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) the Companies (Accounts)
Rules, 2014 forming part of Directors' Report for the year ended March
31, 2025 is as under:
(A) Conservation of energy:
(i) |
The steps taken or impact on
conservation of energy |
The Company's operations
involve low energy consumption. However, efforts to conserve and optimize the use of
energy through improved operational methods and other means will continue. |
(ii) |
The steps taken by the Company
for utilizing alternate sources of energy |
During the year under review,
there were no alternate sources of energy utilized by the Company, however as and when any
such opportunities arise, the Directors shall take necessary steps to utilize such
alternate sources of energy. |
(iii) |
The capital investment on
energy conservation equipment |
The Company has not incurred any
capital investment on energy conservation equipment during the year under review. |
(B) Technology absorption:
(i) |
The efforts made towards
technology absorption |
Considering the nature of
business activities carried out by the Company during the year under review, technology
has played a vital role. The Directors have taken necessary steps to ensure that wherever
the Company can adopt and upgrade the technology and digitize processes, the same has been
done to achieve business growth. |
(ii) |
The benefits derived like
product improvement, cost reduction, product development or import substitution: |
Considering the nature of the
business carried out by the Company, use of technology and digitization has enhanced the
efficiency of the Company's business. |
(iii) |
Details of
imported technology: |
(a) |
The details of technology
imported |
No technology has been imported
by the Company during the financial year. |
(b) |
The year on import |
Not Applicable |
(c) |
Whether the technology been
fully absorbed |
Not Applicable |
(d) |
If not fully absorbed, areas
where absorption has not taken place, and the reasons thereof. |
Not Applicable |
(iv) |
The expenditure incurred on
research and development |
Your Company believes that
research & development is a continuous process for sustained corporate excellence. Our
research & development activities help us in product and service improvement,
effective time management and are focused to provide unique benefits to our customers.
Such methods do not involve any specific cost burden to the Company-NIL |
(C) Foreign exchange earnings and out-go are set out below:
Particulars |
Financial year ended on March
31,2025 (in INR (in Lakhs)) |
Financial year ended on March
31, 2024 (in INR (in Lakhs)) |
Foreign Exchange Earnings |
2312.16 |
1,319.75 |
Foreign Exchange Outgo |
762.43 |
733.22 |
(Including capital goods and other expenditure)
33. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committee. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
34. Number of Meetings of the Board
During the year, 13 (Thirteen) Board Meetings were held. The details of
the Board and various Committee meetings are given in the Corporate Governance Report.
35. Meeting of Independent Directors
The Independent Directors met once during the year on March 20, 2025 to
review the working of the Company, its Board and Committees. The meeting decided on the
process of evaluation of the Board and Audit Committee. It designed the questionnaire on
limited parameters and completed the evaluation of the Board by Non-Executive Directors
and of the Audit committee by other members of the Board. The same was compiled by
Independent authority and informed to the members.
36. Declaration by an Independent Director(s)
The Board has received the declaration from all the Independent
Directors (Including Independent Director appointed during the year) as per the Section
149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent
Directors meet the criterion of independence as mentioned in Section 149(6) of the
Companies Act, 2013.
37. Policy on directors' appointment and
remuneration and other details
The Company's policy on directors' remuneration and appointment and
other matters provided in Section 178(3) of the Act has been disclosed in the corporate
governance report, which forms part of this report.
38. Internal Financial Control System
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis, which is a part of this report.
39. Committees of the Board
The Board has set up various Committees in compliance with the
requirements of the business & relevant provisions of applicable laws and layered down
well documented terms of references of all the Committees. During the year under review,
all the recommendations/ submissions made by the Audit Committee and other Committees of
the Board were accepted by the Board.
There are currently 5 Committees of the Board, as follows:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship and Grievance Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Other committees as required to be formed by the Company under
statutory laws.
The details pertaining to the composition, number of meeting,
attendance, etc. of the Board's Committees are included in the Corporate Governance
Report, which is a part of this report.
40. Vigil Mechanism (Whistle Blower Policy)
Your Company has established a mechanism called 'Vigil Mechanism', as
per Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, for directors
and employees to report the unethical behavior, actual or suspected, fraud or violation of
the Company's code of conduct or ethics policy and provides safeguards against
victimization of employees who avail the mechanism. The Vigil Mechanism Policy has been
uploaded on the website of the Company at
http://dvnacons.com/wp-content/uploads/2020/08/Vigil-mechanism-policv-DSSL-Final.pdf
41. Risk Management Policy
Risk Management Policy identifies, communicate and manage material
risks across the organization. The policy also ensures that responsibilities have been
appropriately delegated for risk management. Key Risk and mitigation measures are provided
in the Management Discussion and Analysis annexed to the Annual Report.
42. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee
as per Section 135(1) of the Companies Act, 2013. The composition of CSR Committee and
terms of reference are provided in Corporate Governance Report. The CSR policy,
composition of CSR committee and the CSR activities is uploaded on the Company's website
at www.dvnacons.com. The CSR Report for the Financial Year 2024-25 is annexed to this
report as Annexure-IV.
43. Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of
annual return in MGT-7 is available on the website of the company at the web link:
https://dvnacons.com/investors/others/annual-return/
44. Particulars of Loans, Guarantees or
investments:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, are given in the note no. 32.10(b)
to the Financial Statements.
45. Particulars of contracts or arrangements with
related parties:
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arm's length basis. The details of material contracts or arrangements or transactions at
arm's length basis or otherwise have been disclosed in Form AOC-2 as Annexure V.
Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board is uploaded on the Company's website
at https://dynacons.com/investors/policies/
46. Obligation of Company under the Sexual
harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has adopted a policy for prevention of Sexual Harassment
of Women at workplace. An Internal Complaints Committee has been constituted in line with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 ('the said Act'). During the year Company has not received any complaint of
harassment. However, as required the following is the details of complaints received and
resolved during the year:
Number of complaints of sexual
harassment received in the year; |
Number of complaints disposed
off during the year |
Number of cases pending for more
than ninety days |
Number of workshop or
awareness programmes against sexual harassment carried out |
Nature of action taken |
NIL |
NIL |
NIL |
4 |
NA |
47. Cash flow and consolidated financial
statements
As required under Regulation 34 of the Listing Regulations, a Cash Flow
Statement and Consolidated Financial Statement is a Part of Annual Report.
48. Insolvency and Bankruptcy Code
During the year, there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose
the details of application made or proceeding pending at the end of financial year is not
applicable.
49. Disclosure under rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014
During the year, there were no instances where your Company required
the valuation for one time settlement or while taking the loan from the Banks or Financial
institutions. The requirement to disclose the details of difference between amount of
valuation done at the time of onetime settlement and valuation done while taking loan from
the Banks and Financial Institutions along with the reasons thereof is also not
applicable.
50. Disclosure under the Maternity Benefits Act,
1961
The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable
law. During the financial year ended March 31, 2025, the provisions of the Act were
applicable to the Company; however, no instances arose wherein maternity benefits were
availed by any woman employee of the Company.
The Company remains committed to providing a safe, inclusive, and
supportive work environment for all employees, in line with applicable laws and best
practices.
51. Disclosure Requirements
As per SEBI Listing Regulations, the Corporate Governance Report with
the Auditors' Certificate thereon is forming part of Corporate Governance Report, and the
integrated Management Discussion and Analysis are attached, which forms part of this
report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
The equity shares of the Company were not suspended from trading during
the year on account of corporate actions or otherwise.
No application has been made under Insolvency and Bankruptcy Code,
hence requirement to disclose the details of application made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with
their status as at the end of the Financial Year is not applicable to the Company.
The requirement to disclose the details of difference between amount of
valuation done at the time of onetime settlement and valuation done while taking loan from
the Banks and Financial Institutions along with the reasons thereof is also not
applicable.
52. Acknowledgements
Your Directors thank the Company's Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory agencies for their
continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation
of the dedicated and sincere services rendered by employees at all levels during the year.
Your Company's consistent growth was made possible by their hard work, solidarity,
cooperation and support.
|
Shirish Anjaria |
Parag Dalal |
|
Chairman cum |
Executive Director |
Date: September 03, 2025
Place: Mumbai |
Managing Director Din no.:
00444104 |
Din no.:00409894 |
|