AGM Details

The 35th Annual General Meeting of Adtech Systems Limited will be held on Wednesday, September 30, 2026, at 11:00 AM IST through Video Conferencing/Other Audio-Visual Means. The proceedings shall be deemed conducted at the Registered Office at 2/796, Second Floor, A Wing, Sakshi Towers, First Main Road, Kazura Gardens, Neelankarai, Chennai – 600 115.

Ordinary Business Items

Item 1: Adoption of Audited Financial Statements

To consider and adopt the Audited Balance Sheet as at March 31, 2026, Statement of Profit and Loss, Cash Flow Statement, and reports of Board of Directors and Statutory Auditors.

Item 2: Declaration of Dividend

To declare a dividend of ₹1.10 per share (11%) on fully paid Ordinary Equity Shares of face value ₹10 each for financial year 2025-26, resulting in cash outflow of ₹131.05 lakhs if approved.

Item 3: Re-appointment of Shri M.R. Narayanan (DIN: 00044926)

Special Resolution to re-appoint Shri M.R. Narayanan as Non-Executive Director beyond age of 75 years. He attained 75 years on April 17, 2026, and holds 2,227,825 shares (18.70% of paid-up capital).

Special Business Items

Item 4: Re-appointment of Shri M.R. Subramonian as Managing Director

Special Resolution to re-appoint as Managing Director for three years from September 1, 2026 to August 31, 2029 with remuneration comprising:

  • Monthly salary of ₹3,95,000 for 2026-27, with annual increase up to 10% (max ₹4,34,500 for 2027-28 and ₹4,77,950 for 2028-29)
  • Annual bonus equivalent to one month's salary
  • Medical/health insurance coverage
  • Motor car with driver for official purposes
  • Other benefits as per company policies

Item 5: Re-appointment of Shri M.R. Krishnan as Executive Director

Special Resolution to re-appoint as Executive Director for three years from September 1, 2026 to August 31, 2029 with identical remuneration terms as Managing Director.

Financial Performance Highlights (FY 2025-26)

  • Turnover: ₹4,634.82 lakhs (Previous year: ₹4,774.93 lakhs)
  • Profit Before Tax: ₹478.41 lakhs (Previous year: ₹581.65 lakhs)
  • Profit After Tax: ₹342.37 lakhs (Previous year: ₹437.95 lakhs)
  • Dividend Recommended: 11% (₹1.10 per share) vs 10% previous year
  • Transfer to General Reserve: ₹40.00 lakhs
  • EPS: ₹2.87 (Previous year: ₹3.68)

Reasons for Performance Decline

Revenue and profitability declined mainly due to non-receipt of orders from one major EAS customer following changes in their procurement team, combined with decline in Commercial Industrial business.

Strategic Initiatives

The company has invested in RFID solutions, inducted personnel, procured systems, undertaken R&D, and established an in-house software team. Initial RFID orders have been received with expected revenue contribution of approximately ₹5 crore as business develops.

Board and Committee Composition

Board of Directors:

  • M.R. Subramonian (Managing Director)
  • M.R. Narayanan (Chairman)
  • M.R. Krishnan (Executive Director)
  • Dr. M. Ayyappan (Independent Director)
  • Suresh T Viswanathan (Independent Director)
  • Harikrishnan R Nair (Independent Director)
  • Suma Sankaran (Independent Director)

Key Managerial Personnel:

  • S. Balamurali (Company Secretary & Compliance Officer)
  • P. Vinaya Chand (Chief Financial Officer)

Shareholding Pattern (as of March 31, 2026)

  • Promoters: 80,87,125 shares (67.88%)
  • Public: 38,26,625 shares (32.12%)
  • Total Paid-up Capital: ₹1,230.91 lakhs (1,19,13,750 shares of ₹10 each)

Dividend Information

  • Record Date: September 24, 2026
  • Dividend Payment: On or after October 7, 2026
  • Unclaimed Dividend: ₹10.46 lakhs lying in Unpaid Dividend Account for FY 2018-19 to 2024-25

Auditor Appointments

  • Statutory Auditors: M/s Mahesh V & CO, Chartered Accountants (Firm Reg. No. 019108S)
  • Secretarial Auditor: M/s Sajee & Associates, Company Secretaries

Corporate Governance Compliance

The company has complied with all applicable Secretarial Standards and SEBI LODR Regulations. No material orders were passed by regulators/courts impacting going concern status.

Related Party Transactions

All related party transactions were at arm's length and in ordinary course of business. No material related party transactions requiring shareholder approval.

CSR Activities

CSR expenditure of ₹11.59 lakhs incurred against obligation of ₹10.84 lakhs (2% of average net profits of three preceding years). Activities focused on environmental sustainability including maintenance and development of children's park and bus shelters.

Key Financial Ratios

  • Current Ratio: 4.40 times
  • Debt Equity Ratio: 0.00
  • Return on Equity: 6.34%
  • Inventory Turnover: 3.99 times

E-voting Details

Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM) through CDSL platform. Physical shareholders and non-individual demat shareholders can vote at www.evotingindia.com.

Important Dates

  • Book Closure: September 25-30, 2026
  • AGM Date: September 30, 2026
  • E-voting Period: September 27-29, 2026
  • Dividend Record Date: September 24, 2026