Adcon Capital Services Ltd

Adcon Capital Services Ltd – Closure of trading window

AGM notice & annual report access

• Annual report for FY 2025-26 and notice of the 32nd AGM issued to members.
• Both the annual report and AGM notice are available on the company website.
• Web link sent to members not registered with email addresses.

Book Closure Details

• Book closure: 24 September 2026 to 30 September 2026 (inclusive).
• Purpose: for the 32nd Annual General Meeting.

AGM Details

• AGM date 30 September 2026; time 02:00 PM; VC/OAVM mode.
• Cut-off date for e-voting: 23 September 2026.
• Book closure: 24 September 2026 to 30 September 2026.
• Remote e-voting window: 26 September 2026 to 29 September 2026.

Key Resolutions

• Adopt Audited Financial Statements for year and board/auditors' reports.
• Re-appoint Piyush Saraf by rotation as Director.
• Re-appoint Suman Das as Independent Director for second five-year term.
• Re-appoint Rajeshwari Bangal as Independent Director for second five-year term.
• Increase authorised share capital from Rs 35 crore to Rs 85 crore.
• Alter Memorandum of Association to reflect increased authorised capital.
• Appoint NNJ & Co. as Secretarial Auditor for five years; remuneration Rs 75,000.

Dividend

• Dividend not proposed or declared for the year.

Director Changes

• Re-appointments of Piyush Saraf, Suman Das, and Rajeshwari Bangal.

Auditor Appointments

• Statutory Auditor: Maheshwari & Co. to continue; fee Rs 3.00 lakh for 2025-26.
• Secretarial Auditor: NNJ & Co. proposed for 2026-31; remuneration Rs 75,000.
• Internal Auditor: A.K. Das & Co. appointed for 2025-26.

Material Related Party Transactions

• RPT policy in place; related-party transactions are at arms' length and ordinary course.
• Remuneration to KMPs disclosed; no other material RPT reported.

Other Material Approvals

• Capital structure changes require member approvals and MOA alterations.

Financial highlights

• Revenue from operations: 457.80 Lakhs for year ended 31 Mar 2026.
• Total income: 457.89 Lakhs for FY2025-26.
• Total expenses: 742.06 Lakhs.
• Profit before tax: -284.17 Lakhs.
• Net profit after tax: -212.65 Lakhs.
• Total comprehensive income: -102.09 Lakhs.
• EPS (basic/diluted): -0.09 Rs.
• Cash flow from operating activities: 385.98 Lakhs.
• Net worth: 3,085.73 Lakhs.
• Debt / borrowings: 0 Lakhs.
• Dividend declared: None for 2025-26.
• Dematerialisation: 92.76% of shares in demat form.
• Authorised capital: ₹35 Crore; Paid-up capital: ₹31.81 Crore.
• Issued, subscribed & paid-up shares: 33,14,36,000.

Capital structure and shareholding

• Authorised capital as of 31 Mar 2026: ₹35 Crore.
• Paid-up equity capital: ₹31.81 Crore (331,436,000 shares).
• Demat shareholding: 92.76% (NSDL 22.90%, CDSL 69.86%, Physical 7.24%).
• Major holder: Anup Dattaram Patil, 6.45%.
• Shareholding pattern highlights: Residents 72.52%; Others 17.06%; HUF 2.60%; Bodies Corporate 6.12%.
• Promoter/Key shareholders details disclosed in the annual report.

Governance and board

• Board of five directors as of 31 Mar 2026; three Independent Directors, two Executives.
• CS changes: Shaily Mittal appointed May 2026; Santosh Pandey resigned Nov 2025.
• Secretarial Auditor: Nishant Bajaj & Associates resigned Sep 2026; NNJ & Co. proposed for 2026-31.
• AGM held through VC/OAVM; resolutions include director re-appointments and capital changes.
• Board met multiple times; comprehensive governance framework with Audit, NRC, and Stakeholders committees.

Audit, internal controls and risk

• Statutory auditors: Maheshwari & Co; unqualified opinion.
• Secretarial audit: Nishant Bajaj & Associates; resignation; NNJ & Co. to be appointed subject to approvals.
• Internal financial controls: adequate and operating effectively; no material weaknesses.
• Secretarial compliance reported; three BSE-related penalties noted (SOP & appointment delays) totaling ₹11.45 L.
• Going-concern assumption maintained; risk management framework in place addressing market, credit and liquidity risks.

Liquidity and operations

• No long-term borrowings; liquidity monitored via working capital framework.
• Net cash from operations: ₹385.98 Lakhs.
• Investments: current 258.92 Lakhs; overall market risk from equity holdings.
• Receivables aged >180 days: 11.70 (Lakhs) outstanding.
• Demat status high; 92.76% of shares in demat form.

Regulatory and compliance

• Company is listed on BSE; listing fees paid for FY2025-26.
• CSR not applicable; no material subsidiaries.
• RPT policy in place; arm's-length transactions disclosed; half-yearly RPT reports filed.
• BSE penalties noted for SOP and reporting delays; governance disclosures reviewed by statutory auditors.

Outlook and risks

• Management cites Budget 2025-26 reforms fostering credit access and NBFC growth.
• Regulatory changes (CKYC, digital onboarding) expected to streamline compliance.
• Risks include market volatility from equity holdings and liquidity/credit risk in lending.

Financial results approved

• Unaudited standalone Q1 2026 results approved by Board; quarter ended 30 June 2026.
• Limited Review conducted; results prepared under Ind-AS 34.

Audit and regulatory notes

• Audit Committee reviewed and Board approved on 13th August 2026.
• Ind-AS interim reporting as per SEBI LODR.

Auditor remarks

• Interest income not recognised on certain loans; ECL provision recognised.
• Opinion not modified; management explanations noted.

Other actions

• Results to be hosted on the company website.

Meeting Details

• Board meeting on 13 August 2026 at registered office, Indore 452001.

Key Agenda Items

• Un-audited Q1 FY2026 financial results (quarter ended 30 June 2026) to be considered.
• Limited Review Report for Q1 2026 to be noted by the board.
• Any other business with chair's permission.

Other Notes

• Trading window closed from 01 July 2026 to 15 August 2026 for Directors, Officers and connected persons.