Adcounty Media India Ltd

AGM Details

• AGM held physically at registered office; 11:30–12:30 IST.
• Date: 28 Sep 2026; Record date: 22 Sep 2026.

Resolutions & Outcomes

• Adoption of audited financial statements and Board Report; ordinary; passed.
• Re-appointment of director retiring by rotation; ordinary; passed.
• Increase in managerial remuneration of Whole-Time Director; special; passed.
• Approve material related party transaction limits with Netsetgo Media Private Limited; ordinary; passed.
• Approve material related party transaction limits with Surfer Technologies Private Limited; ordinary; passed.

Dividends

• Dividend not proposed or declared at this AGM.

AGM Details

• 9th AGM held Sept 28, 2026 at 11:30 AM at registered office, Jaipur.
• Mode: physical meeting with remote e-voting facility.
• Quorum: 30 members present in person or via representation.
• Meeting concluded at 12:30 PM.

Resolutions Put to Vote

• Ordinary: Adopt audited financial statements for 2025-26.
• Ordinary: Re-appoint Delphin Varghese as director on rotation.
• Ordinary: Approve material related party transaction limits with Netsetgo Media Private Limited.
• Ordinary: Approve material related party transaction limits with Surfer Technologies Private Limited.
• Special: Increase in remuneration of Whole-Time Director Kumar Saurav.

Voting Results & Next Steps

• Voting results will be submitted separately.
• Results to be posted on the company website and BSE within two working days.

Adcounty Media India Limited — Closure of trading window from Oct 01, 2026 until 48 hours after the declaration of the Un-audited Standalone and Consolidated financial results for the quarter and half-year ending Sept 30, 2026

Acaxx Pro acquisition update

• AdCounty Media acquires 99.95% stake in Adaxx Adtech & Media LLP for ₹10 crore.
• Completion occurred in March 2026; Adaxx Pro becomes a subsidiary.
• Adaxx Pro will operate as the programmatic advertising and branding platform.
• Integration enables data-driven campaigns, audience targeting, and unified ecosystem across offerings.
• Synergies to broaden the addressable market to display, branding, and programmatic advertising.

Financial snapshot

• Standalone revenue ₹8,476.90 lakh, up 23.04% YoY.
• Standalone EBITDA ₹2,750.18 lakh, up 47.40% YoY.
• Standalone PAT ₹2,006.19 lakh, up 45.90% YoY.
• Consolidated revenue ₹8,610.90 lakh.
• Consolidated PAT ₹2,025.12 lakh, up 47.28% YoY.
• IPO completed; fresh issue of 59.63 lakh shares at ₹85.
• Listed on BSE SME from 4 July 2025.
• Paid-up capital ₹2,250.12 lakh; Authorized capital ₹25 crore.
• Dividends: Board did not declare a dividend.
• Subsidiaries: AdCounty Global Media LLC; Adaxx Adtech & Media LLP.
• Acquired Adaxx Adtech & Media LLP (99.95% stake).
• Geographic revenue mix: India ₹7,923.60 lakh; Foreign ₹687.30 lakh (Consolidated).
• Total Income (Standalone) ₹8,820.26 lakh; includes ₹343.36 lakh Other Income.
• EPS: Standalone Basic ₹9.56; Consolidated Basic ₹9.65.

Growth drivers & strategy

• AI-led growth across Opsis Pro, iSearch Ads, Adaxx Pro.
• AI adoption enhances targeting, automation, and analytics.
• Acquisition of Adaxx Adtech & Media LLP broadens product portfolio.
• Dubai launch; expanding in MENA, Southeast Asia, Europe, Latin America.
• DOOH, influencer marketing, Sociolytics, and Generative Engine Optimization focused.

Capital structure & IPO milestone

• IPO completed; Fresh issue ₹59.63 lakh shares at ₹85.
• Paid-up capital post-IPO ₹2,250.12 lakh; 2.25 crore shares.
• Authorized capital ₹25 crore; 2.5 crore shares allowed.
• 100% shares dematerialised as of 31 Mar 2026.
• Undrawn working capital facility ₹375 lakh.

Subsidiaries & international footprint

• AdCounty Global Media LLC, Dubai: Wholly Owned.
• Adaxx Adtech & Media LLP: 99.95% stake.
• Consolidated financials include two overseas/controlled entities.

Related party transactions & governance

• Material RPT limits with Netsetgo Media Pvt Ltd up to ₹5 crore.
• Material RPT limits with Surfer Technologies Pvt Ltd up to ₹5 crore.
• FY2025-26 Netsetgo turnover ₹597.11 lakh; PAT ₹19.41; Net worth ₹177.30.
• FY2025-26 Surfer turnover ₹793.38 lakh; PAT ₹56.30; Net worth ₹214.21.
• Board met 15 times in FY2025-26; post-year changes: Kumar Saurav WTD; Prateek Bhansali Independent Director.
• MSV & Associates (Secretarial Auditor) issued MR-3; Audit Committee certificate reviewed.

Outlook & risks

• Outlook positive; AI-led technology and international expansion drive growth.
• Risks: macroeconomic/geopolitical shifts; data privacy; cyber security; FX volatility.
• Regulatory: DPDP 2025; evolving privacy rules; ongoing compliance.

CSR & governance

• CSR spend ₹25.00 lakh; CSR policy publicly available.
• CSR committee met; impact assessments not required for this year.

Audit, controls & disclosures

• Statutory auditors: Amit Ramakant & Co; unqualified stand-alone and consolidated opinions.
• Internal financial controls deemed adequate; no material weaknesses observed.
• BRSR not applicable to SME-listed AdCounty as of FY2025-26.

Key Decisions

• Board approved the Directors' Report and annexures for the financial year ended March 31, 2026.
• 9th AGM scheduled for Monday, September 28, 2026.
• Approved Notice of 9th AGM and appointed MSV & Associates as Scrutinizer for e-voting.
• Remuneration revision for Whole-Time Director Kumar Saurav to ₹5,00,000 per month plus allowances, subject to shareholder approval.

Issue overview

• Public issue of equity shares; issue size disclosed; no revision or undersubscription observed.
• Main objectives: working capital, unidentified acquisitions and general corporate purposes, capital expenditure.

Utilisation of proceeds

• Utilisation largely as disclosed; no deviations observed.
• No material changes in means of finance or reallocation.
• Working capital: 16.93 utilised of 25.00; 8.07 unutilised, parked in FD/monitoring.
• Unidentified acquisitions & GCP: fully utilised; no remaining allocations.
• Capital expenditure: 13.97 utilised; 0.03 unutilised; AI-enabled platform rights.
• Issue related expense: fully utilised.
• Investment of unutilised funds: Rs 0.10 Cr in monitoring A/c; Rs 8.00 Cr FD.
• Investments deployed: Rs 8.00 Cr in IndusInd Bank and Yes Bank; modest returns.
• Delay: no delays reported in object implementation.

Governance & compliance

• Approvals: Government/statutory approvals not required for the objects.
• No material events or information affecting viability observed.
• Audit Committee reviewed; Board took on record the MA report.
• No conflicts or related-party concerns disclosed.

GCP

• GCP fully utilized during the half-year ended March 2025-26.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Limited Review Report by Amit Ramakant & Co attached.
• Annexure A contains the unaudited results.

Funds utilization and deviation

• Annexure B reports no deviation in utilization of public-issue funds.
• Funds raised: Rs 5068.72 lakhs; raised on 02-07-2025.
• Monitoring agency: Acuité Ratings & Research.

Trading window

• Trading window for Directors, Promoters and connected persons opens 48 hours after results.

Other disclosures

• Results available on the company website.

Meeting Details

• Date scheduled: August 10, 2026; time and venue not disclosed.

Key Agenda Items

• Approve un-audited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 1, 2026; will reopen 48 hours after results declaration.