Meeting Details

  • Date: Thursday, 23rd July 2026
  • Time: 11:30 AM IST
  • Mode: Video Conference (VC) through electronic mode
  • Cut-off date: Thursday, 16th July 2026 for determining eligibility to vote
  • Remote e-voting period: Monday, 20th July 2026 (09:00 AM IST) to Wednesday, 22nd July 2026 (05:00 PM IST)

Ordinary Business

1. To receive, consider and adopt Audited Standalone Financial Statements for FY ended 31st March 2026 with Reports of Board of Directors and Auditors.

2. To receive, consider and adopt Audited Consolidated Financial Statements for FY ended 31st March 2026 with Report of Auditors.

3. To declare dividend on equity shares for financial year ended 31st March 2026.

4. To appoint director in place of Mr. Ravin A. Mirchandani (DIN: 00175501) who retires by rotation and is eligible for re-appointment.

Special Business

5. Ratification of Cost Auditor remuneration: Ordinary Resolution to ratify remuneration of ₹8,00,000/- (Rupees Eight Lakhs Only) plus applicable taxes to M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294), Mumbai as Cost Auditor for FY 2026-27.

6. Re-appointment of Managing Director: Special Resolution to re-appoint Mr. Aditya T. Malkani (DIN: 01585637) as Managing Director for 3 years effective from 14th September 2026, not liable to retire by rotation. Terms include:

  • Basic Salary: ₹11,00,000/- per month in scale of ₹25,000/- to ₹18,50,000/- per month
  • House Rent Allowance: 60% of Basic Salary or furnished accommodation
  • Other perquisites: Provident Fund, Superannuation Fund, Gratuity contributions; 30 days leave per 11 months service
  • Commission: Not exceeding 1% of net profits computed under Section 198 of Companies Act 2013
  • Notice period: 3 months

7. Approval of promoter executive director remuneration: Special Resolution to approve payment of remuneration to Mr. Aditya T. Malkani (Managing Director & Promoter) notwithstanding that aggregate annual remuneration with other promoter executive directors exceeds 5% of net profits calculated under Section 198 of Companies Act 2013 during his term from 14th September 2026 to 13th September 2029.

8. Approval for non-executive director commission: Special Resolution to approve payment of commission to Non-Executive Directors up to 1% of net profits calculated under Section 198 of Companies Act 2013 proportionately for 3 financial years beginning FY 2026-27. Payment permitted even in case of no profits or inadequate profits as per Schedule V provisions.

Dividend Information

  • Recommended dividend: ₹23 per equity share (subject to shareholder approval)
  • Payment date: On or after Tuesday, 28th July 2026
  • Record date: Thursday, 16th July 2026 for both physical and demat shareholders
  • TDS: Applicable as per Income Tax Act 2025 and Finance Act 2026 amendments

Financial Performance (FY 2025-26 vs FY 2024-25)

Standalone (₹ in lakhs):

  • Sales & Other Income: 1,16,921 (prev. 1,13,706)
  • Profit before Interest, Depreciation, Tax: 14,112 (prev. 12,406)
  • Profit before Tax: 11,130 (prev. 5,854)
  • Provision for Tax: 2,849 (prev. 1,508)
  • Profit after Tax: 8,280 (prev. 4,346)
  • Total Comprehensive Income: 8,224 (prev. 4,264)

Consolidated (₹ in lakhs):

  • Sales & Other Income: 1,17,230 (prev. 1,14,148)
  • Profit before Interest, Depreciation, Tax: 13,943 (prev. 12,073)
  • Profit before Tax: 11,500 (prev. 8,658)
  • Provision for Tax: 3,304 (prev. 2,653)
  • Profit after Tax: 8,197 (prev. 6,005)
  • Total Comprehensive Income: 8,145 (prev. 5,926)

Shareholder Information

  • RTA: MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.)
  • Investor email: investorservices@adorians.com
  • RTA email: investor.helpdesk@in.mpms.mufg.com
  • e-Voting provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries

ESOP Scheme Clarification

  • Vesting period: Minimum 1 year, maximum 4 years from date of grant
  • Exercise period: 3 years from date of vesting
  • No change to approved Ador ESOP 2025 scheme, only disclosure alignment

Documents Availability

  • Notice and Annual Report available on company website: https://adorwelding.com/financials/annual-reports/
  • Also available on BSE (www.bseindia.com), NSE (www.nseindia.com) and NSDL (www.evoting.nsdl.com) websites
  • Physical copies available on request to RTA or company