Vertex Securities Ltd

AGM Details

• Date & time: 29 September 2026, 04:00 PM IST; VC/OAVM mode.
• Concluded: 04:26 PM IST.
• Remote e-voting window: 25–28 Sep 2026; cut-off: 22 Sep 2026.
• Quorum present; all Directors attended.

Key Resolutions

• Adopt standalone and consolidated audited financial statements for FY2026 (Ordinary).
• Re-appoint Kumar Nair (DIN: 00320541) on rotation (Ordinary).
• Approve continuation of MD & CEO Ramachandran Unnikrishnan beyond age 70 (Special).
• Approve material RPT with Transwarranty Finance Limited (Promoter Group).
• Approve material RPT with Vertex Commodities and Finpro Private Limited (Subsidiary).
• Approve material RPT among Vertex Commodities, Finpro Private Limited and Transwarranty Finance Limited.

Voting Results

• Adopt financial statements: outcome not disclosed.
• Re-appoint Kumar Nair: outcome not disclosed.
• MD & CEO continuation: outcome not disclosed.
• RPT with Transwarranty: outcome not disclosed.
• RPT with Vertex Commodities/Finpro: outcome not disclosed.
• RPT among Vertex Commodities, Finpro, Transwarranty: outcome not disclosed.

Director Changes

• Kumar Nair retires by rotation; offers himself for re-appointment.

Auditors

• Statutory auditors attended; no changes disclosed.

Related Party Transactions (RPTs)

• Transwarranty Finance Limited: Promoter Group; related party transaction approved.
• Vertex Commodities and Finpro Private Limited: Subsidiary; related party transaction approved.
• Vertex Commodities, Finpro Private Limited and Transwarranty Finance Limited: RPT approved.

Vertex Securities Limited: Trading window closed from October 01, 2026 until 48 hours after the declaration of the unaudited standalone and consolidated financial results for the quarter and half year ending September 30, 2026

Meeting Details

• Date: September 17, 2026
• Time: 06:00 P.M. onwards
• Type/Mode: Investor Meet; physical, group meeting
• Programme: 1POINT1 – One Point One Solution
• Venue: Gokulam Park Hotel and Convention Center, Kochi
• Organised by: Vertex Securities Limited

Participants

• Company representative: Company Secretary & Compliance Officer

Purpose

• Investor meet focusing on the One Point One Solution programme

Financial snapshot

• Standalone total income: 730.17 lakh in FY25-26, down from 864.18 lakh.
• Standalone PBT: -222.33 lakh; standalone PAT: -222.33 lakh.
• Consolidated total income: 787.60 lakh; consolidated PAT: -236.57 lakh.
• Dividend: no dividend declared for FY25-26.
• Rights issue: 7,40,12,189 shares issued; paid-up capital to 18.50 crore.
• Promoter holding: Transwarranty Finance 26.52% as at 31 Mar 2026.
• Gearing ratio (consolidated) -6%; net debt -68.41 lakh.

Revenue & profitability

• Standalone revenue from operations: 689.75 lakh; total standalone income: 730.17.
• Standalone expenses: 952.49 lakh; loss before tax: -222.33 lakh.
• Consolidated revenue from operations: 689.75 lakh; total consolidated income: 787.60.
• Consolidated PBT: -236.57 lakh; consolidated PAT: -236.57 lakh.
• West Asia conflict weighed FY26 results; global headwinds persisted.

Capital structure & equity

• Authorized capital: Rs 3,500 lakh; issued capital: Rs 2,960.49 lakh; paid-up capital: Rs 1,850.30 lakh.
• Promoter holding: Transwarranty Finance 26.52%; Kumar Nair 8.97%.
• Vertex Commodities and Finpro Private Limited became Vertex's associate post-rights.
• Net debt stood at -68.41 lakh; gearing -6%.
• Rights issue proceeds contributed to capital base, raising total paid-up equity.

Debt, liquidity & capital management

• Borrowings (excluding debt securities): 359.08 lakh; overdraft: 349.30; term loan: 9.79.
• Cash & cash equivalents: 427.49 lakh; fixed deposits: 596.75 lakh.
• Net debt negative; liquidity supported by group lines and bank facilities.
• Current ratio 0.59; interest coverage negative; ALCO monitors liquidity.
• Impairment on trade receivables: 198.51 lakh provision recognized.

AGM, governance & board

• 33rd AGM scheduled Sep 29, 2026 via VC/OAVM.
• Statutory auditors: Deoki Bijay & Co; Secretarial: Yogesh Sharma & Co.
• Board comprises eight directors; independent directors form a majority.
• KMP: Ramachandran Unnikrishnan, Meera Haridas; Venkitesh Iyer as Company Secretary.
• Familiarization programs for independent directors disclosed on company policy.

Subsidiaries & related parties

• Vertex Commodities and Finpro Private Limited (VCFPL) revenue 57.44, loss 14.24; holding 61.15%.
• Material related party transactions with TFL and VCFPL approved; omnibus approvals in place.
• Inter-company deposits between VSL and TFL; ICDs and related interest.
• Counterparty disclosures include Promoter and KMP interests; inter-group transactions prevalent.

Outlook & risks

• IMF/RBI project India growth around 6.5-6.6% for FY27.
• West Asia tensions risk oil, inflation, and rupee volatility; ongoing monitoring advised.
• Mutual fund industry remains structurally positive; rising SIP and demat base support brokerage.

AGM Details

• AGM held on September 29, 2026 at 4:00 PM IST via VC/OAVM.
• Remote e-voting window: Sep 25–28, 2026.
• Voting cut-off date: Sep 22, 2026.
• Scrutinizer appointed: Yogesh Sharma & Co.
• Notice and materials available on company, BSE and NSDL sites.

Key Resolutions

• Resolution 1: Adopt standalone and consolidated audited financial statements.
• Resolution 2: Re-appoint Kumar Nair as Director.
• Resolution 3: Continue Ramachandran Unnikrishnan as MD & CEO beyond age 70.
• Resolution 4: Approve material RPT with Transwarranty Finance Limited.
• Resolution 5: Approve material RPT with Vertex Commodities and Finpro Private Limited.
• Resolution 6: Approve material RPT between VCFPL and Transwarranty Finance Limited.

Material Related Party Transactions

• TFL: total proposed Rs 5,600 lakh RPT.
• Breakdown includes ICDs/Loans, guarantees, expenses, income, investments.
• TFL RPT: tenure till next AGM; omnibus approval sought.
• VSL-VCFPL: Rs 560 lakh; loans, expenses, interest, income components.
• VCFPL is subsidiary; VSL holds 61.15%; promoter involvement noted.
• VCFPL-TFL: Rs 1,200 lakh; cross-entity ICDs/loans, interest, expenses, income.
• Tenure: till next AGM; omnibus approval: Yes.
• Voting restriction: Related parties shall not vote on these RPT items.

Directors & Auditors

• Kumar Nair to be re-appointed as Executive Director; liable to rotate.
• Remuneration last drawn by Kumar Nair (FY2026): Nil.
• No changes to statutory, secretarial, or internal auditors disclosed.

Dematerialisation status for quarter ended 30 June 2026

• Dematerialisation requests for quarter ended 30 June 2026 were confirmed to depositories (accepted/rejected).
• Dematerialised securities have been listed on the stock exchanges where existing securities are listed.
• Certificates were mutilated, cancelled after verification; depository name substituted as registered owner within prescribed timelines.