DAM Capital Advisors Ltd

DAM Capital Advisors Limited — Trading Window closed from October 1, 2026 for the quarter and half year ending September 30, 2026; The Trading Window will open 48 hours after the declaration of the said Financial Results.

AGM details

• AGM conducted via VC/OAVM at 3:00 PM IST.
• Voting results were disclosed on company and NSDL websites.

Key resolutions

• Adoption of audited standalone and consolidated financial statements approved.
• Re-appointment of promoter director approved.
• MD & CEO Dharmesh Anil Mehta appointed for five years; remuneration fixed.
• Dhvanil Sanjiv Dharia regularised as Director and Whole Time Director; remuneration fixed.
• ESOP Scheme 2024 ratified with amendments; secondary acquisition via trust approved.
• ESOPs for subsidiary employees approved.
• Approval of loan/guarantee for ESOP trust to purchase company shares.

Dividend

• Final dividend per equity share approved: one rupee.

Directors & remuneration

• Promoter Dharmesh Anil Mehta re-appointed MD & CEO for five years.
• Dhvanil Sanjiv Dharia regularised as Director and Whole Time Director; remuneration fixed.

Auditors & related party

• No auditor changes announced.
• No material related party transactions disclosed.

AGM details

• Date and time: 8 September 2026, 3:00 PM IST
• Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM)
• Remote e-voting: 4–7 September 2026
• Meeting concluded: 3:36 PM IST
• Attendees: 69 members attended (virtual)

Ordinary resolutions

• Adopt audited standalone and consolidated financial statements for FY26
• Declare final dividend of Rs 1 per equity share for FY2025-26

Special resolutions

• Re-appointment of Mr. Dharmesh Anil Mehta as director (retiring by rotation)
• Re-appointment of MD & CEO and fixation of remuneration
• Regularise Additional Director Dhvanil Sanjiv Dharia as Director
• Appoint Dhvanil Dharia as Whole Time Director; fix remuneration
• Ratify and amend DAM Capital ESOP Scheme 2024
• Approve and ratify ESOP grants to subsidiary employees under ESOP 2024
• Consider secondary acquisition of shares through Trust for ESOP 2024
• Consider and approve provision to grant loan/guarantee for ESOP 2024 share purchases by the Trust

Voting results

• Results to be declared within two working days after AGM
• Intimation to stock exchanges and publication on company/NSDL websites to follow

Director changes

• MD & CEO re-appointment with remuneration fixation
• Regularisation of Dhvanil Dharia as Director
• Dhvanil Dharia appointed as Whole Time Director; remuneration to be fixed

Auditors and Scrutinizers

• Statutory auditors represented at the meeting
• Scrutinizer for e-voting: Aashish K. Bhatt & Associates

AGM Details

• 33rd AGM scheduled for September 8, 2026.
• Electronic voting cut-off corrected to September 1, 2026 (from August 28, 2026).

Financial highlights

• Standalone FY26 total income ₹236.94 crore; PAT ₹72.51 crore; EPS ₹10.26.
• Revenue from operations declined 5.2% YoY to ₹237 crore.
• Net cash on balance sheet around ₹311 crore; debt-free posture noted.
• ROE not adjusted for cash ~35% in FY26.
• FY26 ECM/advisory transactions: 18; IPO pipeline: 25.
• IPO mandates won: left lead 13; sole banker 6.
• Active institutional clients: 298.

Market position and scale

• IPO market share: ~10% by number of IPO mandates.
• Domestic footprint expanded with Mumbai, Delhi, and Ahmedabad offices.
• Two wholly-owned subsidiaries: DAM Capital USA, DAM Asset Management Limited.
• IDFC Securities Singapore Pte. Ltd. dissolved; RBI UDIN cancellation ongoing.
• Strong research-driven Institutional Equities franchise; 298 active clients across geographies.

Dividends and capital structure

• Equity share capital ₹14.14 crore; 7,06,86,000 shares post 2024 split (₹10 split to ₹2).
• No change in issued/subscribed equity during FY26.
• Final dividend ₹1 per equity share for FY2025-26; record date 28 Aug 2026; AGM approval required.

Governance and leadership changes

• Board of 7 directors; 5 independent; 2 executives (MD&CEO, WTD).
• Dharmesh Mehta reappointed MD&CEO for 5 years from 10 Jun 2026.
• Dhvanil Dharia appointed Additional Director and WTD from 11 Aug 2026; subject to approvals.
• Jateen Doshi ceased as WTD; remains Head of Institutional Equities.
• Nithya Easwaran designated Independent Director from 1 Apr 2025.

Audits and internal controls

• Statutory auditors: M/s KKC & Associates LLP; unmodified opinion.
• Secretarial auditor: M/s Aashish K. Bhatt & Associates; five-year term; minor observations noted.
• Internal controls are adequate and operating; independent internal audit function in place.
• No material non-compliances; adherence to SEBI/LR requirements confirmed.

CSR and ESG disclosures

• CSR spend ₹1.63 crore; excess ₹ ₹789 noted; set-off available if required.
• CSR focus areas: Education/digital literacy, nutrition/food security, animal welfare.
• CSR committee oversight; policy and annual action plan disclosed on the website.
• BRSR report included; initiatives across education, nutrition, and environment.

Subsidiaries and related party transactions

• Subsidiaries: DAM Capital USA Inc. and DAM Asset Management Limited (both 100% owned).
• IDFC Securities Singapore Pte Ltd dissolved; UDIN cancellation pursued.
• Intercompany transactions with subsidiaries in ordinary course; e.g., DAM Capital USA fees ₹1.02 cr.
• Outstanding balances: DAM Capital USA payable ₹0.21 cr; DAM Asset Management receivable ₹0.14 cr.
• Related party transactions disclosed; arms-length and board-approved.

Outlook and risks

• FY27 outlook: RBI projects real GDP growth of about 6.6%; domestic demand supported by infrastructure.
• Primary market activity expected to stay diverse across IPOs, QIPs, rights issues, and follow-ons.
• Key risks: geopolitical tensions, macro volatility, regulatory changes, cross-border capital flow shifts.

Overview

• Standalone BRSR for FY2025-26; DAM Capital is a financial services firm.
• Turnover from Investment Banking and Securities Brokerage; 100% of revenue in financial services.
• Pan-India operations with 4 domestic offices; 7 international markets served.
• CSR applicable; CSR turnover Rs 236.94 Cr; net worth Rs 328.21 Cr.

Key ESG Risks & Opportunities

• Market volatility presents advisory opportunities; revenue risk in downturn.
• Cyber and data privacy risks mitigated by IT and Risk Committees.
• Governance/compliance: strong framework reduces regulatory risk; board oversight in place.
• Human capital: ongoing training and diversity investments improve retention.
• CSR and environment focus on education and digital literacy; costs offset by efficiency.
• Grievance management enhances trust; unresolved issues risk reputational damage.

Governance & Policy Highlights

• Board oversight through CSR and Risk Management Committees.
• Policies include Whistle Blower, Cyber Security, Anti-Corruption & Bribery, AML, Code.
• Internal audits; PwC engaged for policy review; no external assurance.
• Exchange administrative charges levied; no monetary detail disclosed.
• All policies approved by Board/Committee.
• Policies accessible on website; some internal.
• Policies translated to procedures: Yes.
• Whistle Blower Policy extends to value chain partners.
• Assurance: Not Applicable; internal audits and policy reviews ongoing.
• Web access: policies posted publicly on the company's site.

Social Responsibility & Workforce

• Total employees 134; 130 permanent; 4 others; 14 workers.
• Gender diversity: Board female 14.3%; KMP female 25%.
• Well-being expenditure 0.58% of payroll in FY2025-26.
• Accessible premises for disabled; equal opportunity policy.
• No employee unions; Nil membership.
• Training coverage: Board 100%, KMP 100%, employees 97%.
• Parental-leave return rate: male 100%; female 0% (per policy data).
• Whistle Blower policy extends to value chain partners; POSH compliance.

Environmental Performance

• Total electricity consumption: 536.832 GJ; no separate renewables figure.
• Scope 2 emissions: 110.1 tCO2e; Scope 1: zero.
• Emissions intensity: 4.65e-8 tCO2e per turnover.
• Water withdrawal: 1,405 kL; third-party water; ZLD with 600 KLD STP.
• Office building has 75 kW rooftop solar reducing GHG.
• Waste: segregated at source; on-site composting of wet waste; digitalization lowers paper use.

Stakeholder Engagement & Complaints

• Stakeholders include shareholders/investors, clients, vendors, regulators, employees, communities.
• Engagement channels: investor communications, client servicing, vendor interactions, regulatory filings.
• Investors: quarterly updates; 34 complaints filed, 1 pending; all resolved in due time.
• Shareholders: 12 complaints filed; Nil pending; all resolved in due time.
• Communities: Nil complaints; NGOs manage CSR programs.
• Whistle Blower policy extends to value chain; CSR initiatives monitored by NGOs.

Other Notable Metrics

• Board independence exceeds 50%; independent Directors dominate committees.
• Membership: ANMI and AIBI nationally; public policy activity not disclosed.
• Cyber security and data privacy policies exist; not published on the website.
• CSR turnover and net worth disclosed; CSR is active via NGOs and Trusts.

AGM details

• 33rd AGM on Sep 8, 2026 at 03:00 PM IST.
• Mode: VC/OAVM; venue deemed at corporate office.
• Cut-off for voting: Aug 28, 2026.
• Remote e-voting: Sep 4–7, 2026 (9:00 AM–5:00 PM).

Key resolutions

• Ordinary: adoption of standalone and consolidated financial statements and reports.
• Ordinary: final dividend of ₹1 per equity share (face ₹2) for FY2025-26.
• Ordinary: re-appointment of Mr. Dharmesh Anil Mehta as director (retiring by rotation).
• Special: re-appointment of MD & CEO for 5 years; remuneration terms specified.
• Ordinary: regularisation of Additional Director Dhvanil Sanjiv Dharia as Director.
• Special: appointment of Dhvanil Dharia as Whole Time Director for 5 years; remuneration terms.
• Special: ratification and amendment of ESOP 2024 for trust-based implementation.
• Special: grant of ESOP 2024 to employees of subsidiary companies.
• Special: approval for secondary acquisition of shares through Trust for ESOP 2024.
• Special: provision to grant loan/guarantee for loan to Trust for ESOP 2024.

Dividend details

• Dividend proposed: final dividend of ₹1 per equity share (face value ₹2).
• Record date for dividend: 28 Aug 2026.

Director changes

• Mehta to retire by rotation; board recommends re-appointment as MD & CEO for 5 years.
• MD & CEO remuneration: fixed pay up to ₹8 crore; variable up to 3x fixed.
• Dhvanil Sanjiv Dharia appointed Additional Director; regularisation as Director proposed.
• Dhvanil Dharia appointed Whole Time Director and designated as KMP for 5-year term.

ESOP framework

• Ratification and amendments to ESOP 2024; implemented via DAM Capital ESOP Trust.
• Ceiling: 3,534,300 options; 1 option equals 1 share.
• Trust may source shares by primary issuance or secondary acquisition.
• Loan to Trust up to 5% of paid-up capital and free reserves; interest-free.
• Trustees not to vote; employees exercise options; malus and clawback provisions included.
• Secondary acquisition limit: up to 2% of paid-up equity annually.
• Arbitration for disputes; Mumbai venue; English language proceedings.