34th Annual Report and Notice of 34th Annual General Meeting of the Company
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Adtech Systems Limited has filed its 34th Annual Report for FY 2024-25 along with the notice for its Annual General Meeting scheduled on September 30, 2025 at 11:00 AM via video conferencing. Key agenda items include adopting the audited financial statements, declaring a dividend of Re 1 per equity share (10% on face value of Rs 10) for FY 2024-25, re-appointing promoter-director M.R. Narayanan beyond age 75, and appointing M/s Mahesh V & Co as statutory auditors for five years (FY 2025-26 to 2029-30) with a proposed audit fee of Rs 2 lakhs for FY 2025-26. The notice also seeks shareholder approval to waive recovery of excess remuneration paid to the Managing Director and Executive Director — each received Rs 29.11 lakhs against a permissible Rs 22.01 lakhs for the period September 2024 to March 2025, a Rs 7.09 lakh excess per director caused by inadequate profits. The company is also seeking approval for continued remuneration to the MD and ED at Rs 3.95 lakh per month plus benefits till August 2026, again citing possible inadequacy of profits.
The dividend declaration of Re 1 per share is positive for shareholders, but the company's admission of inadequate profits and the need to waive excess director remuneration under Section 197 suggests weak earnings performance in FY 2024-25. Shareholders should note the ongoing dependence on shareholder approvals for managerial remuneration under Schedule V, which reflects continued profitability challenges for this small-cap electronic surveillance systems company.