Adcounty Media India Ltd

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.

Resolutions and outcomes

• Item 1: Special; borrowing limit under Sec 180(1)(c) approved (7,730,705 in favor, 1,600 against).
• Item 2: Special; mortgage/charge on assets approved (7,730,705 in favor, 1,600 against).
• Item 3: Special; loan/guarantee/security under Sec 185 approved (7,729,905 in favor, 2,400 against).
• Item 4: Special; limit under Sec 186 enhanced approved (7,730,705 in favor, 1,600 against).
• Item 5: Ordinary; related party limits with Athena approved (7,730,705 in favor, 1,600 against).
• Item 6: Ordinary; related party limits with PK Expert Solutions approved (3,512,379 in favor, 0 against).
• Item 7: Ordinary; related party limits with Aventuro approved (6,397,179 in favor, 0 against).
• Item 8: Special; remuneration revision for Aditya Jangid approved (5,785,600 in favor, 0 against).
• Item 9: Special; remuneration revision for Chandan Garg approved (1,330,326 in favor, 4,000 against).
• Item 10: Special; remuneration revision for Abbhinav Rajendra Jain approved (1,330,326 in favor, 4,000 against).
• Item 11: Special; remuneration revision for Delphin Varghese approved (1,330,326 in favor, 4,000 against).

Appointments

• Board approved appointment of MSV & Associates as Secretarial Auditor for FY 2026-27.
• Firm: MSV & Associates; FRN: P2018RJ071900; Jaipur.
• Appointed on the recommendation of the Audit Committee.
• Appointment under Section 204 of the Companies Act, 2013.

Effective date and tenure

• Effective date of appointment: July 20, 2026; tenure: FY 2026-27.

Profile of appointee

• MSV & Associates is a peer-reviewed Company Secretaries firm based in Jaipur.

Expertise

• Expertise in corporate laws, SEBI regulations, IPOs, and listing compliance.

CIN change

• CIN changed from U93000RJ2017PLC057939 to L93000RJ2017PLC057939 by MCA, following listing on BSE SME Platform.

Certificate filing

• Certificate from the registrar and transfer agent enclosed for the quarter.

Target Entity and Business

• Adaxx Adtech & Media LLP, advertising and media services firm incorporated in Delhi, India on November 17, 2021.
• Provides advertising and media services with a registered office in Delhi.

Financial Scale

• Turnover: Rs. 2.15 crore (FY 2024-25), Rs. 3.57 crore (FY 2023-24), Rs. 3.28 crore (FY 2022-23).
• Total income Rs. 2.17 crore and total assets Rs. 1.20 crore as of March 31, 2025.

Acquisition Details

• Acquirer to acquire 99.95% stake, making Adaxx a subsidiary for Ind-AS consolidation.
• Consideration: Rs. 10 crore capital contribution in cash.
• Acquisition to complete within 2 months.
• Not a related party transaction; no promoter/promoter group interest.

Strategic Rationale

• Acquisition aims to expand and strengthen advertising and media services business, complementing existing operations.

Regulatory Approvals

• No governmental or regulatory approvals required.