Dynacons Systems & Solutions Ltd

Dynacons Systems & Solutions Ltd – Trading Window Closure Notice

AGM notice and access details

• 31st AGM scheduled for 30 Sep 2026 at 3:00 PM IST via VC/OAVM.
• Shareholders without registered emails will receive the notice and annual report links.
• Notice web-link: http://dynacons.com/dynacons-notice-2025-26.pdf
• Annual Report with Notice web-link: http://dynacons.com/dynacons-annual-report-2025-26.pdf
• KYC details must be updated with DP/RTA to receive communications.

Financial highlights

• Consolidated total income ₹1,430.01 crore, up 12.25% YoY.
• Standalone revenue ₹1,428.40 crore, up 12.16% YoY.
• Consolidated EBITDA ₹151.65 crore; margin 10.60%.
• PAT ₹84.81 crore; EPS ₹66.64.
• Debt-to-Equity 0.26x; net debt to equity 0.26x.
• ROCE 38.25%; net profit margin 5.95% (consolidated).

Segment mix

• Segment revenue: System Integration ₹1,407.29 crore; TWAS ₹16.99 crore; total ₹1,424.28 crore.
• Major orders: RBI private cloud ₹750.82 crore; LIC ₹138.44 crore; SBI SD-WAN ₹62.98 crore; J&K Bank ₹74.99 crore.
• 38 banks live on Core Banking as a Service platform.

Key contracts & wins

• Digital Workplace and Device-as-a-Service portfolio expanded with large BFSI/public sector deployments.
• Live engagements across data centre, cloud, network security, and managed services.
• Strategic AI infrastructure and cybersecurity offerings expanding new value streams.

Capital structure & liquidity

• Total debt ₹81.23 crore; Debt-to-Equity 0.26x.
• Cash & cash equivalents ₹12.88 crore; bank balances ₹98.63 crore.
• CWIP ₹21.95 crore; total capital expenditure seen with continued capex discipline.
• Interim dividend ₹0.50 per share; paid Aug 22, 2025; treated as final for FY26.

Share capital & ESOP

• Share capital increased to ₹12.737 crore after ESOP allotment of 11,750 shares.
• ESOP 2020 grants total 15,00,000 shares; grants and vesting completed per policy.

Governance & leadership

• Shirish Anjaria reappointed as CMD; subject to member approval.
• Archana Phadke ceased to be Independent Director on Sep 30, 2025; Falguni Shah appointed.
• MSP & Co. reappointed as Statutory Auditors through 32nd AGM.
• HSPN & Associates LLP appointed as Secretarial Auditor; no qualifications.

Board & committee activity

• 15 Board meetings held during the year.
• Independent Directors met on Mar 14, 2026 to evaluate governance processes.
• Nominations & Remuneration Committee met on Sep 27, 2025 and Mar 10, 2026.

CSR & ESG

• CSR spend ₹142.81 lakh; nil unspent; projects targeting education, hunger relief, veterans, healthcare.
• CSR committee guided by Archana Phadke (until Sep 30, 2025) and Vijay Doshi thereafter.

Risks & controls

• Internal controls: adequate and operating; secretarial and statutory audits without material qualifications.
• Risks include technology obsolescence, talent acquisition, and cybersecurity; mitigated via governance and framework.

Subsidiaries & group structure

• Subsidiaries: Dynacons Systems & Solutions PTE Ltd (100%); Cybercons Infosec Private Limited (50%).

Outlook & strategy

• Medium-term demand constructive across AI-ready infra, private cloud, security, and managed services.
• Focus on disciplined execution, working-capital management, and selective opportunities aligned to strengths.

Record date and e-voting

• Record date to determine voting entitlement: 23 September 2026.
• AGM date: 30 September 2026.
• E-voting window: 25-29 September 2026 via NSDL.
• Purpose: determine members eligible to vote at the 31st AGM.

AGM planning and governance

• AGM scheduled for Sep 30, 2026 at 3:00 PM via VC/OAVM.
• Directors' Report with annexures for FY2025-26 approved.
• Annual Report for FY2025-26 including AGM notice approved.
• Shirish Anjaria re-appointed as CMD; subject to member approval at AGM.
• Registers closed Sep 24–30, 2026 for AGM.
• E-voting period fixed: Sep 25–29, 2026.
• Shirish Anjaria not debarred from holding director position.

Dividend status and regulatory actions

• Interim dividend of Rs 0.50 per share for FY2025-26 declared and paid; treated as final.
• NSDL appointed to conduct AGM via VC/OAVM.

Cost auditor changes and governance

• Cost Auditor M/s Rajaram Madhav Walavalkar & Co. vacated office with immediate effect.
• New cost auditor appointed: M/s Nidhi Subhash Tibrewala & Co. for FY2025-26 and 2026-27.
• Remuneration approved for FY2025-26 and 2026-27.
• Hemant Shetye appointed Scrutinizer for AGM e-voting.

Meeting Details

• Date: 02 Sep 2026; Time: not disclosed; Venue: Corporate Office, Sunteck Centre, Vile Parle East, Mumbai.

Key Agenda Items

• To approve the day, date, time and venue of the 31st AGM.
• To approve the AGM Notice and Director's Report for the financial year 2025-2026.
• To approve the dates of Closure of Register of Members and Share Transfer Books.
• To fix the Cut-off date to determine voting rights entitlement.
• Any other business with the permission of the chair.

Other Notes

• No other material notes disclosed.

Financial Performance

• Q1 FY2027 revenue from operations: INR313 crores vs INR328 crores in Q1 FY2026.
• EBITDA: INR40 crores; PAT: approx INR20 crores; EPS: INR15.54.
• Order book stands at INR3,104 crores with recurring revenue components.
• Bidding pipeline at INR6,650 crores across data center, cloud, networking, managed services.
• Delivery timing led to revenue recognition deferrals; demand remains healthy.
• No formal margin guidance; focus on higher-value solutions and recurring revenue.

Key Wins and Backlog

• RBI private cloud order: INR750 crores.
• NPCI data center augmentation: INR267 crores.
• CBI AI-ready infrastructure: INR125 crores.
• J&K Bank ERP engagement: INR25 crores.
• Order book: INR3,104 crores; multi-year engagements with recurring revenue.

Asset Build-out and As-a-Service

• INR158 crores fixed assets added last year for As-a-Service.
• Lease rentals for DaaS and Core Banking assets; some assets purchased on lease.
• Depreciation rise due to asset base; revenue visibility remains contracted.
• Utilization improves over time; assets generate revenue against contracts.

Q&A Highlights

• Timing vs demand; management: demand strong; revenue deferrals; deliveries to normalize; conversions in coming quarters.
• Margin trajectory; margins improved due to mix; no numeric guidance.
• Asset base/ROCE; As-a-Service assets yield contracted revenue; ROCE guidance not provided.
• Competition; Netweb context; opportunities in large projects; continue to bid.
• Banks mix; confidentiality around thresholds; private and public banks served.
• Hyperscalers data centers; pursuing with global players; margins lower; still on radar.

Outlook and Guidance

• Outlook: growth momentum; opportunities in data center modernization, AI-ready infrastructure, cyber security, managed services.
• No formal financial guidance provided.
• Well-positioned to benefit from AI, cloud, cyber security trends.

Filing Context and Notable Note

• Notable quote cited for investor insight: 'Having said that, we are very confident that based on the current visibility, the deliveries are expected to normalize progressively and we are confident of converting this order book into revenue over the coming quarters.'

Certification achievement

• Dynacons achieved SOC 2 Type II Certification covering security, availability and confidentiality.
• Certification demonstrates the operational effectiveness of its controls over an extended audit period.

Significance and impact

• Certification strengthens customer trust and positions Dynacons as a trusted partner for enterprises, financial institutions and government entities.
• Supports customers' compliance, audit and regulatory requirements.
• Aligns with globally recognized governance, risk management and information security best practices.

SOC 2 Type II basics

• SOC 2 Type II assesses design and operating effectiveness of controls over a defined review period.