Item No. 1: Special Resolution - Issuance of Fully Convertible Warrants to Promoter
Purpose: To issue up to 10,93,750 Fully Convertible Warrants to Mr. Milind Manohar Padole (Promoter) on a preferential basis.
Consideration: The entire warrant issue price will be adjusted against the conversion of an outstanding unsecured loan of ₹21,00,00,000 (Twenty-One Crores) provided by Mr. Padole to the company.
Issue Price: ₹192 per warrant (Face Value ₹10 + Premium ₹182).
Conversion Terms: Warrants are convertible into an equivalent number of equity shares (Face Value ₹10) at the option of the warrant holder, in one or more tranches, within 18 months from the date of allotment.
Payment Structure: 25% of the consideration (₹5.25 Cr) is deemed paid upon warrant allotment by loan adjustment. The remaining 75% (₹15.75 Cr) will be adjusted against the loan at the time of equity share conversion.
Lock-in: The warrants and the resulting equity shares will be subject to lock-in as per SEBI ICDR Regulations. Mr. Padole's existing shareholding of 49,07,834 shares (41.41%) will also be locked in as per regulations.
Post-Issue Capital & Holding: Upon full conversion, the paid-up capital will increase to ₹12,94,48,550, comprising 1,29,44,855 shares. Mr. Padole's holding will increase to 60,01,584 shares (46.36%) from 49,07,834 shares (41.41%).
Valuation: The price was determined as the higher of the 90-day VWAP (₹190.77) and the 10-day VWAP (₹163.22) preceding the relevant date of July 20, 2026. A valuation report from CA Bhavesh M Rathod (IBBI/RV/06/2019/10708) supported a value of ₹190.77 per warrant.
Approvals: The board approved the proposal in its meeting on July 17, 2026. Shareholder approval via special resolution is required.
Item No. 2: Ordinary Resolution - Material Related Party Transaction with Subsidiary
Related Party: ARAPL Raas Private Limited (Subsidiary Company).
Nature of Transaction: Seeking omnibus approval for contracts/arrangements/transactions including sale/purchase of goods, inter-corporate loans, deposits, guarantees, or investments.
Maximum Aggregate Value: Not exceeding ₹100 Crore for the financial year 2026-27.
Terms: Transactions will be in the ordinary course of business and on an arm's length basis.
Rationale: To support the operational and working capital requirements of the subsidiary, which contributes to the company's consolidated financial performance.
Historical Transaction: Previous transactions with the subsidiary amounted to ₹35 crore.
Financials of Subsidiary (FY25-26): Turnover: ₹5.76 Cr; Loss After Tax: ₹15.69 Lakh; Net Worth: (-)₹36.97 Cr.
Voting: Related parties, including promoters Mr. Milind Padole and Mr. Rahul Padole (directors of both companies), must abstain from voting.
Item No. 3: Ordinary Resolution - Material Related Party Transaction with Promoter
Related Party: Promoter(s) of the company (Mr. Milind Manohar Padole).
Nature of Transaction: Availing borrowings/loans/advances from promoter group companies.
Maximum Aggregate Value: Not exceeding ₹50 Crore during the financial year 2026-27.
Terms: Borrowings will be on an arm's length basis, with specific terms (tenure, interest, repayment) to be mutually agreed upon.
Rationale: To meet the company's business requirements, liquidity needs, and potential business expansion, ensuring timely availability of funds.
Historical Transaction: Previous borrowings from promoters amounted to ₹36 crore.
Voting: Related parties must abstain from voting.
Postal Ballot Process & Schedule
Cut-off Date: Friday, July 17, 2026. Members registered as of this date are entitled to vote.
E-Voting Service Provider: INSTAVOTE platform (www.instavote.linkintime.co.in).
E-Voting Period: Commences on Thursday, July 21, 2026, at 09:00 AM IST and ends on Wednesday, August 19, 2026, at 05:00 PM IST.
Scrutinizer: CS Deepti Maheshwari, Practicing Company Secretary (Membership No. 9435, CP No. 12214), appointed to scrutinize the e-voting process.
Result Declaration: The results, along with the scrutinizer's report, will be declared on or before Friday, August 21, 2026, and will be uploaded on the company's website (www.arapl.co.in) and communicated to the stock exchanges (BSE and NSE).
Deemed Passing Date: Resolutions will be deemed passed on the last date of e-voting, i.e., August 19, 2026, if approved by the requisite majority.
Communication Mode
The notice is being sent only through electronic mode to members whose email addresses are registered with the company/depositories as of the cut-off date.
Physical copies of the notice and ballot form are not being sent.
Financial Impact
Item 1: The transaction strengthens the capital structure by converting a ₹21 Cr loan into equity, eliminating a liability. It will cause dilution for non-promoter shareholders.
Item 2 & 3: The financial impact of the RPTs is contingent on the actual transactions undertaken during FY27, within the approved limits of ₹100 Cr and ₹50 Cr, respectively. The company states these will be on arm's length terms.
