Key Quantitative Figures and Dates

  • Cut-off date for eligibility to vote: Friday, May 22, 2026
  • Remote e-voting commencement: Wednesday, May 27, 2026, from 09:00 A.M. IST
  • Remote e-voting conclusion: Thursday, June 25, 2026, at 05:00 P.M. IST
  • Result declaration date: On or before Monday, June 29, 2026
  • Proposed remuneration for Mr. Kumar Saurav: Not exceeding ₹2,00,000 (Rupees Two Lakhs only) per month for a period of three (3) years commencing from April 28, 2026.
  • Mr. Kumar Saurav's existing shareholding: 6,40,400 Equity shares, representing 2.85% of the paid-up share capital as of March 31, 2026.

Parties Involved

  • Proposed Appointees: Mr. Prateek Bhansali (DIN: 10168425) and Mr. Kumar Saurav (DIN: 09443543)
  • Scrutinizer: Mr. Abhishek Goswami (COP No. 17057), Practicing Company Secretary
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Stock Exchange: BSE Limited (Script Code: 544435)
  • Company Secretary & Compliance Officer: Ms. Garima Malik

Purpose and Rationale

The purpose is to obtain shareholder approval, via special resolution through a postal ballot, for two appointments previously approved by the Board of Directors on April 28, 2026:

1. Mr. Prateek Bhansali as Independent Director: His appointment is recommended due to his skills in corporate governance, legal acumen, and experience in compliance frameworks and corporate structuring. He has provided a declaration of independence as per Section 149(6) of the Companies Act, 2013.

2. Mr. Kumar Saurav as Whole-Time Director (Executive Director): His appointment is recommended based on his extensive experience in the mobile advertising ecosystem and his instrumental role in driving the company's strategic growth. His proposed remuneration is stated to be commensurate with industry standards.

Terms of Appointment

  • Mr. Prateek Bhansali: Proposed term is five (5) consecutive years from April 28, 2026, to April 27, 2031. He will not be liable to retire by rotation. His remuneration will comprise sitting fees for board/committee meetings, reimbursement of expenses, and a commission as may be decided by the Board and approved by shareholders.
  • Mr. Kumar Saurav: Proposed term is five (5) consecutive years from April 28, 2026, to April 27, 2031. He will be liable to retire by rotation. His fixed remuneration is proposed at ₹2,00,000 per month for the first three years. In case of absence or inadequacy of profits, remuneration will be paid as per Schedule V of the Companies Act, 2013.

Voting and Process Details

  • The postal ballot is conducted solely through remote e-voting; no physical ballot forms are being sent.
  • The notice is being sent to shareholders via email and is also available on the company's website (www.adcountymedia.com) and NSDL's e-voting portal (www.evoting.nsdl.com).
  • Detailed instructions for shareholders holding shares in both demat (NSDL/CDSL) and physical form are provided for accessing the e-voting system.
  • The scrutinizer will submit a report to the Chairman, and the results will be announced on or before June 29, 2026, and communicated to the stock exchange.

Financial and Operational Impact

The appointments are expected to strengthen the company's leadership team and governance structure. The financial impact is the fixed monthly remuneration for Mr. Kumar Saurav, as disclosed. The company states it is profitable, citing financials for FY 2025-26 (Total Income: ₹8476.90 Lakhs, Profit After Tax: ₹2006.19 Lakhs).

Capital Structure Impact

There is no direct impact on the capital structure from these appointments. Mr. Kumar Saurav already holds a 2.85% stake in the company; his appointment does not change this ownership.