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Company Information

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COSYN LTD.

05 May 2026 | 04:01

Industry >> IT Consulting & Software

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ISIN No INE029B01019 BSE Code / NSE Code 538922 / COSYN Book Value (Rs.) 36.68 Face Value 10.00
Bookclosure 30/09/2024 52Week High 29 EPS 0.21 P/E 108.44
Market Cap. 17.24 Cr. 52Week Low 19 P/BV / Div Yield (%) 0.63 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting the 31st Annual Report together with the Audited
Financial Statements for the Financial Year ended 31st March, 2025.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2025 is
summarized below:

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from Operations

1480.55

1550.42

1480.55

1550.42

Other income

217.66

22.77

217.66

22.77

Profit Before Interest, Depreciation & Tax

135.88

114.15

135.88

113.83

Interest

38.11

17.24

38.11

17.24

Depreciation

56.49

77.45

56.56

77.72

Profit before Tax

41.28

19.47

41.21

18.87

Current Tax

15.90

12.00

15.90

12.00

Deferred Tax

9.37

3.35

9.37

3.35

T otal T ax Expenses

25.27

15.35

25.27

15.35

Minority interest

-

-

-0.01

-0.01

Net Profit/(Loss) for the period after Tax

16.02

4.11

15.95

3.52

Number of shares

75.00

75.00

75.00

75.00

Earnings per share

0.21

0.05

0.21

0.047

OVERVIEW OF FINANCIAL PERFORMANCE

a) Standalone basis:

During the year, your Company achieved total revenue of Rs 1480.55 lakhs as compared to
the previous year's total revenue of Rs.1550.42 lakhs, a decrease of 4.719%.

Profit of the Company for the year ended 31.03.2025 is Rs. 16.02 lakhs as against the
previous year's profit of Rs.4.11 lakhs, an increase of 74.34%.

b) Consolidated basis:

During the year, your Company achieved total revenue of Rs.1480.55 lakhs as against the
previous year's total revenue of Rs.1550.42 lakhs, a decrease of 4.719%.

The profit of the Company for the year ended 31.03.2025 is Rs 15.95 lakhs as against the
previous year's profit of Rs.3.52 lakhs, an increase of 78.02%.

During the year under review, there has been no change in the nature of the business of the
Company. The affairs of the Company are conducted in accordance with the accepted
business practices and within the purview of the applicable legislations.

OUTLOOK FOR THE CURRENT YEAR

Your Board of Directors has initiated various strategic moves to overcome the competition.
Also, to de-risk the dependence on few core verticals the Company has identified and is
investing on new opportunities. Further, the Company is also taking measures to keep the
operating cost low wherever possible.

DIVIDEND

The Board, in view of conserving the financial resources, has not recommended any dividend
for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to the provisions of the Companies Act, 2013, dividend that remains unpaid or un¬
claimed for a period of seven (7) years will be transferred to the Investor Education and
Protection Fund.

The Company is obliged to transfer dividends which remain unpaid or unclaimed for a period
of seven (7) years from the date of declaration to the credit of Investor Education and
Protection fund established by the Central Government. Accordingly, the members are
hereby informed that those who are yet to claim the dividend declared for the Financial Year
2017-18 are requested to claim the same at the earliest. The unclaimed dividend and the
shares shall be transferred to Investor Education and Protection Fund (IEPF) on or before
04.12.2025 as per the provisions of the Act.

Further, the Company has transferred the unclaimed dividend declared for the FY 2016-17 to
Investor Education and Protection fund on 11.12.2024 vide SRN AB2057321 dated
03.12.2024.

The Company has uploaded the details of unclaimed dividends lying with the Company on
the website of the Company i.e.
www.cosyn.in.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the
Company that have occurred between the end of the Financial Year of the Company and the
date of the report.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to General Reserve.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was
outstanding as on the date of the Balance sheet.

ISO CERTIFICATIONS

Your Company continues to hold ISO 9001:2015, ISO/IEC 27001:2013 and ISO/IEC 20000¬
1:2018 Certification by complying with all the requirements of Certification from time to
time.

SHARE CAPITAL

There is no change in the share capital during the year. The authorized share capital of the
Company as on date of Balance Sheet is 10,00,00,000/- (Rupees ten crores only) divided into
1,00,00,000 (one crore) equity shares of Rs.10/- (Rupees ten only) each.

The paid-up share capital of the Company as on date of balance sheet is Rs.7,50,00,000/-
(Rupees seven crores fifty lakhs only) divided into 75,00,000 (seventy five lakhs) equity
shares of Rs.10/- (Rupees ten only) each.

DETAILS OF CHANGES IN DIRECTORS AND KMP:

• In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Ravi Vishnu, Director of the Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible, has offered herself for
re-appointment. The Board recommends her re-appointment.

• The Board at its meeting held on 31.07.2025 have re-appointed Mr. Aeruva Bhopal Reddy
(DIN: 01119839) as Executive Director of the Company for a period of one (1) year w.e.f
12th August, 2025 which is being put for approval of members in the ensuing Annual
General Meeting.

• Retirement of Mr. Panduranga Murthy Vistakula as Independent Director of the Company
on attainment of age of 75 years w.e.f 08.05.2025.

• The Board at its meeting held on 15th May, 2025 appointed Mr. Srinivasu Uggirala as
Additional Director designated as Independent Director of the Company and appointed
as Non-Executive Independent Director of the Company through Postal Ballot passed on
09.08.2025.

BOARD MEETINGS

The Board met six (6) times during the Financial Year. The meeting details are provided in
the corporate governance report that forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies
Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required by the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) is incorporated herein by reference and forms an integral part of this report as
Annexure -I.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014 as amended from time to time,
the Annual Return of the Company as on 31st March, 2025 shall be available on the Company's
website and can be accessed at
www.cosyn.in

CORPORATE GOVERNANCE REPORT

Your Company's philosophy on Corporate Governance sets the goal of achieving the highest
level of transparency with integrity in all its dealings with its stakeholders including
shareholders, employees, lenders and others. A report on Corporate Governance along with a
Certificate from the practicing Company Secretary regarding the Compliance of Conditions of
Corporate Governance as stipulated under the Listing Regulations forms part of the
Annual Report as Annexure -II.

COMMITTEES OF THE BOARD
Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act,
2013. The scope and function of the Audit Committee is in accordance with Section 177 of the
Companies Act, 2013. The members of the Audit Committee as on 31st March 2025 are:

• Shri. Rama Rao Karumanchi - Chairman

• Shri. Chennaiah Athota - Member

• Shri. Ravi Vishnu - Member

• Shri. Panduranga Murthy Vistakula - Member

The Committee was reconstituted on 15.05.2025 and the details are provided in the Report
on Corporate Governance, which forms part of the Board's Report.

None of the recommendations made by the Audit Committee were rejected by the Board.
During the year under review, the Audit Committee had met five (5) times.

The details of the Committees of the Board viz., Audit Committee, Nomination and
Remuneration Committee, and Stakeholders Relationship Committee are reported in the
Report on Corporate Governance, which forms part of the Board's Report.

MEETING OF INDEPENDENT DIRECTORS

The details of the separate meeting of the Independent Directors are reported in the Report
on Corporate Governance, which forms part of the Board's Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (6) OF SECTION 149

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and the relevant rules.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors (IDs) inducted into the Board are presented with an overview of
the Company's business operations, products, organization structures and about the Board
constitution and its procedures. A policy on familiarization program for IDs has also been
adopted by the Company and also posted on the website of the Company i.e., www.cosyn.in.
More details are provided in the corporate governance report which forms part of this
Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, 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.

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 level of
engagement and contribution, independence of judgments, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors who also
reviewed the performance of the Secretarial Department. The Directors expressed their
satisfaction with the evaluation process.

POLICY ON DIRECTOR'S AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND
REMUNERATION:

Your Company adopted the policy on Director's Appointment and Remuneration. The
objective of the policy is to ensure that Executive Directors and other employees are
sufficiently compensated for their performance. The policy seeks to provide criteria for
determining qualifications, positive attributes, and independence of a Director and also
recommend a policy relating to the remuneration for the Directors and key managerial
personnel. Policy is available at
www.cosyn.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of fraud and
mismanagement if any, the details of the Policy are explained in the Corporate Governance
Report and also posted on the website of the Company i.e.,
www.cosyn.in

RISK MANAGEMENT POLICY

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company
has developed and implemented the Risk Management Policy. Your Company believes that
managing risks helps in maximizing returns. The Company's approach in addressing business
risks is comprehensive and includes periodic review of such risks and a framework for
mitigating risks and reporting mechanism of such risks. The risk management framework is
reviewed periodically by the Board. The details of the Policy is available on the website of the
Company i.e.,
www.cosyn.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013, during the year under review and hence the said provisions are not
applicable.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large.

Information on transactions with related parties pursuant to section 134(3) (h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-III in
Form AOC-2 to this report.

The policy on Related Party Transactions as approved by the Board is available on the
website of the Company at
www.cosyn.in.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the
best of their knowledge and belief and according to the information and explanation obtained
by them,

i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have
been selected and applied consistently and judgments and estimates that are
reasonable and prudent made so as to give a true and fair view of the state of affairs of
the Company at the end of the Financial Year 2024-2025 and of the profit or loss of the
Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

iv. the annual accounts for the year 2024-2025 have been prepared on a going concern
basis;

v. that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company is the holding company of Cosyn LLC and WellToDesk Inc. in accordance with
the provisions of Section 2 (87) of the Companies Act, 2013. The Company has no joint
venture/ associate companies.

AUDITORS

a) STATUTORY AUDITORS

M/s. Suryanarayana & Suresh., Chartered Accountants, Hyderabad, (Firm Reg No.006631S),
Statutory Auditors were appointed as Statutory Auditors of the Company at 30th Annual
General Meeting for a period of 2 (Two) years.

b) INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee has re¬
appointed M/s. Vittal & Co., Chartered Accountants, as the Internal Auditors of your Company
for FY 2024-2025. The Internal Auditors have submitted their reports.

C) SECRETARIAL AUDITORS

The Board has appointed M/s. A.S RamKumar & Associates, Company Secretaries in practice,
to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013
for the Financial Year 2024-25. The Report of the Secretarial Auditor is annexed to this report
as Annexure -IV.

Observations

Management response

There was a delay in filing of forms MGT 14
and DIR 12 during the year.

Due to change in version of MCA V3, there
were technical glitches in the various forms.
There was issue in prefill of CIN of the
Company in certain forms and continuous
errors of registration of DSC of Directors and
certifying professionals. Even after
continuous emails and calls with the
helpdesk, the problem was not solved within
the expected time. Hence, the delay caused.

The delay is purely unintentional and was
beyond control.

During the period under review the
Company had transferred the unclaimed
and unpaid dividends to Investor Education
and Protection Fund (IEPF) established by
the Central Government as per Section 124
read with 125 of the Companies Act, 2013,
but the Shares of the Company are not
credited or transferred to the fund.

As the shares held by the Shareholders in
relation to unclaimed dividend are minimal
and keeping in view the cumbersome
process of getting back the shares from
IEPF, the Company decided to transfer only
unclaimed dividend and not the shares. The
said decision is in the best interest of the
Shareholders.

AUDITORS' REPORT

The observations made in the Auditors' Report are self-explanatory and therefore, do not call
for any further comment's u/s 134 of the Companies Act, 2013.

COMMENTS ON AUDITOR REPORT

There are no adverse comments by the Auditor in the Audit Report and hence comments by
Board of Directors of the Company on Auditor Report are not required.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company's policy on prevention of sexual harassment of women provides for the
protection of women employees at the work place and for prevention and redressal of such
complaints. An Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

Your Company has zero tolerance for sexual harassment at 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 ('PoSH Act') and Rules framed thereunder.

Number of Complaints received : 0

Number of Complaints disposed : 0

Number of cases pending for more than 90 days : 0

COMPLIANCE OF PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of Maternity Benefit Act, 1961.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not
applicable to your company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The operations of your Company are not Energy intensive. The Company makes every effort
to conserve energy as far as possible in its facilities. The Company continuously evaluates
new technologies and techniques to make infrastructure more energy efficient.

Your Company did not invest in any R&D activity during the year under consideration.
However, realizing the importance of being in sync with the current trends in technology,

your Company keeps investing on absorption of new technologies by procuring the required
hardware and software and also by training the manpower required.

Foreign Exchange Earnings and Outgo Particulars:

Particulars

2024-25

2023-2024

(Rs. In Lakhs)

(Rs. In Lakhs)

Foreign Exchange Earnings

Nil

Nil

Foreign Exchange Outgo

Nil

Nil

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rules made there under, in
respect of employees of the Company has been disclosed in Annexure - V.

INTERNAL CONTROL 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, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial disclosures.

MAINTENANCE OF COST RECORDS

Maintenance of Cost records is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Board's report, which forms part of this Integrated
Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping
this in view, your Company takes utmost care to attract and retain quality employees. The
employees are sufficiently empowered and such work environment propels them to achieve
higher levels of performance. The unflinching commitment of the employees is the driving
force behind the Company's vision. Your Company appreciates the spirit of its dedicated
employees.

SECRETARIAL STANDARDS

The Company has complied with the secretarial standards issued by Institute of Company
Secretaries of India.

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their sincere appreciation to the
shareholders, customers, bankers, suppliers and other business associates for the excellent
support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the
Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our
consistent performance was made possible by their hard work, solidarity, co-operation and
support.

By Order of Board of Directors

Sd/- Sd/-

Ravi Vishnu A. Bhopal Reddy

Place: Hyderabad Managing Director Whole Time Director

Date: 28.08.2025 DIN : 01144902 DIN : 01119839