Aryaman Capital Markets Ltd

Book closure details

• Book closure from 26 August 2026 to 1 September 2026 (inclusive).
• Purpose: for the 18th Annual General Meeting.
• Date of AGM: 2 September 2026 via VC / OAVM.
• Security type: shares.

Financial snapshot

• Total income ₹6,156.78 lakhs, down from ₹7,733.62 last year.
• Net profit after tax ₹2,779.35 lakhs, up from ₹2,293.11.
• Total comprehensive income ₹3,072.81 lakhs, down from ₹3,623.47.
• Earnings per share: basic and diluted ₹23.21.
• Debt repaid; company now debt-free.
• No dividend declared or recommended for FY2025-26.
• Cash from operations ₹3,376.14 lakhs; ending cash ₹2,510.00 lakhs.
• Net cash from investing ₹2,980.64 lakh; financing ₹2,892.19 lakh.
• AFSL holds 74.28% stake; listed on BSE Main Board.

Operations & business model

• Core activities: market making, trading, underwriting, depository services.
• Single reportable segment; fund-based and secondary market activities.
• Migrated from BSE SME to Main Board; trading approval 8 May 2025.
• Market maker for 70+ scrips; sole designated market maker for 7.
• No material related party contracts in FY2025-26; RPTs to be considered under policy.
• Equity capital ₹11.97 crore; AFSL stake remains 74.28%.

Governance & leadership changes

• Board strength five directors: 2 Executives, 3 Independent.
• Shripal Shah became Executive Director on 18 Aug 2025.
• Shreyas Shah appointed Whole-Time Director on 18 Aug 2025.
• Damini Baid appointed Non-Executive Independent Director on 18 Aug 2025.
• Supriya Tatkar ceased Audit Committee membership from 1 Sep 2025.
• Ronak Jain appointed Additional Independent Director from 10 Aug 2026 (subject to approval).

Audit, controls & compliance

• Statutory auditor: M/s V. N. Purohit & Co. reappointed to 2027.
• Secretarial auditor: JNG & Co. LLP for 2025-30.
• Internal auditor: M/s KKMK & Associates for 2026-28.
• Internal controls are adequate and effective; no material weaknesses reported.
• Auditors’ report and CFO certificate indicate no material fraud or non-compliance.

Related party transactions

• RPT policy governs transactions; material RPTs require ordinary resolution.
• Maximum value per contract: ₹50 crores; parties include AFSL, Aryaman Finance (India) Ltd, Escorp AM Ltd, Mahshri Enterprises Pvt Ltd.
• Board authorized to finalize such agreements and delegate powers as needed.
• FY2025-26 saw no contracts/transactions with related parties entered; disclosures in notes.

CSR & ESG

• CSR policy in place; spent ₹24.50 lakhs; 2% average net profit ₹24.14 lakhs.
• Matoshri Jayaben Himmatlal Shah Charitable Trust supported; health and education initiatives.
• Excess CSR expenditure ₹0.36 lakh; no unspent amount carried forward.
• CSR Annexure VIII attached.

Capital structure & shareholder info

• Equity shares issued: 1,19,77,126; paid-up ₹11.97 crore.
• AFSL holds 74.28% of equity; remainder held by others.
• Listed on BSE Main Board since May 8, 2025; listing fees paid for 2026-27.
• SEBI dematerialisation mandate; encourage conversion of physical shares to demat.
• Registrar: BigShare Services Pvt. Ltd.

Outlook & risks

• FY2026-27 focuses on transforming to a technology-driven digital brokerage platform.
• Aim to expand fintech partnerships; strengthen client experience and governance.
• Risks include regulatory changes, market volatility, cyber threats, and interest-rate fluctuations.

AGM Details

• AGM date/time: 02 September 2026 at 11:00 IST via VC/OAVM.
• Mode: VC/OAVM; deemed venue: registered office.
• Record closure: 26 Aug 2026 to 1 Sep 2026.

Ordinary Resolutions

• Adopt Audited Financial Statements for the year ended 31 March 2026.
• Re-appoint Shripal Shah by rotation.

Special Resolution

• Appoint Ronak Jain as Independent Director for five years, not liable to retire by rotation.

Related Party Transactions

• Approve material related party transactions with four specified parties up to ₹50 crores per annum.
• Transactions to follow the policy with Audit Committee and Board approvals.

Director Changes

• Shripal Shah retires by rotation; eligible for re-appointment.

Key decisions and disclosures

• Unaudited quarterly results for quarter ended 30 June 2026 with Limited Review Report approved.
• Material related-party transactions for FY2025-26 approved.
• Board's Report and annexures for FY2025-26 approved.
• Notice of 18th AGM to be held via video conferencing on 2 September 2026.
• Appointment of M/s JNG&CO.LLP as Scrutinizer for the AGM.
• Independent Auditor's Review Report on Q1 results notes no material misstatement observed.

Appointment of Independent Director

• Ronak Jain appointed as Non-Executive Independent Director for five years, effective 31 July 2026, subject to shareholders' approval.
• Profile: Practising Chartered Accountant with governance, audit, and regulatory experience.
• Term: Five-year tenure from 31 July 2026.
• Relationships: Not related to any directors.
• Interest in other entities: Escorp Asset Management Limited.

Cessation of Independent Director

• Darshit Parikh ceased as Non-Executive Independent Director effective 31 July 2026.
• Reason: Completion of second consecutive term.

NRC Reconstitution

• Reconstituted Nomination & Remuneration Committee on 31 July 2026.
• New NRC members: Kajal Chhatwal (Chair), Damini Baid, Ronak Jain.
• Designation: Non-Executive Independent Directors.
• Impact: NRC composition updated with inclusion of Ronak Jain.

Key decisions

• Appointed Ronak Jain as Non-Executive Independent Director for five years, effective 31 July 2026, subject to shareholders' approval.
• Cessation: Darshit Parikh ceases as Non-Executive Independent Director from 31 July 2026.
• Reconstituted Nomination and Remuneration Committee; Kajal Chhatwal as Chair, with Damini Baid and Ronak Jain as members.
• Ronak Jain confirmed not debarred from directorship by SEBI or other authorities.
• Shareholders' approval at forthcoming general meeting required for Ronak Jain's appointment.

Dematerialisation/rematerialisation status

• Regulation 74(5) not applicable as the entire shareholding is in demat form.
• No rematerialisation/dematerialisation requests were received during the period.