Key Dates
- Book Closure Period: September 05, 2026 to September 11, 2026 (both days inclusive)
- AGM Date: September 11, 2026 (Friday)
- AGM Time: 12:30 PM IST
- AGM Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
- Cut-off Date for E-voting: September 04, 2026
- Remote E-voting Period: September 08, 2026 (10:00 AM) to September 10, 2026 (5:00 PM)
Ordinary Business
Item 1: Adoption of Financial Statements
- To receive, consider and adopt Audited Accounts for financial year ended March 31, 2026
- To adopt Reports of Directors and Auditors
Item 2: Appointment of Director
- Mrs. Sujata Arora (DIN: 00112866) retires by rotation and offers herself for re-appointment
- Holds 601,372 equity shares (3.93% of share capital)
- Graduate from Institute of Home Economics, Delhi
- Extensive travel and product marketing knowledge
- Does not hold any other directorships
Special Business
Item 3: Reappointment of Managing Director (Special Resolution)
- Appointee: Mr. Sunil Kumar Arora (DIN: 00150668)
- Position: Managing Director
- New Term: 3 years effective April 1, 2027
- Current Term Expiry: March 31, 2027
- Background: Aged 67 years, Bachelor's degree in Science, founder promoter with 39+ years experience in granite industry
- Remuneration Package:
- Basic Salary: ₹10,00,000 - ₹12,00,000 per month
- Commission: Up to 5% of net profits (subject to ceiling of 100% annual salary)
- Perquisites: Residential accommodation/HRA (50% of salary), utility expenses, furniture, medical reimbursement, leave travel, club fees, insurance
- Provident Fund, Superannuation Fund, Gratuity (up to half month's salary per completed year)
- Leave encashment as per company rules
- Minimum Remuneration: Payable in case of inadequacy or absence of profits under Section 198 of Companies Act, 2013
Item 4: Reappointment of Whole-Time Director (Special Resolution)
- Appointee: Mr. Sahil Arora (DIN: 07970622)
- Position: Whole-Time Director
- New Term: 3 years effective November 1, 2026
- Current Term Expiry: October 31, 2026
- Background: Aged 38 years, Post Graduate Programme in Family Business (MFAB) from Indian School of Business, 18+ years experience in granite industry
- Remuneration Package:
- Basic Salary: ₹2,30,000 - ₹3,30,000 per month
- Commission: Up to 5% of net profits (subject to ceiling of 100% annual salary)
- Perquisites: Same structure as Managing Director
- Minimum remuneration clause applicable
Items 5, 6, 7: Related Party Borrowings (Ordinary Resolutions)
- Purpose: Borrowing/availing loans from promoter directors for working capital requirements
- Borrowing Limits: ₹50,00,00,000 (Fifty Crore) from each promoter director
- Item 5: From Mrs. Sujata Arora (Director and Promoter)
- Item 6: From Mr. Sahil Arora (Whole-Time Director and Promoter)
- Item 7: From Mr. Sunil Kumar Arora (Managing Director and Promoter)
- Total Aggregate Limit: ₹50 crore applicable collectively to all three promoters
- Materiality: Transactions expected to exceed 10% threshold of annual consolidated turnover (68.02% of FY2025-26 turnover of ₹73.52 crore)
- Terms: Arm's length basis, ordinary course of business, mutually agreed terms
- Tenure: During financial year 2026-27
Financial Performance Context
FY2026 Financial Highlights (₹ in crore):
- Net Sales and Other Income: 85.33
- Operating Profit (Before Interest, Depreciation and Tax): (1.79)
- Profit Before Tax: (11.62)
- Profit After Tax: (11.81)
Reasons for Loss/Inadequate Profits:
- 100% Export Oriented Unit impacted by global business sentiments
- COVID-19 pandemic effects including nationwide lockdown, plant closures, raw material shortages
- Post-pandemic challenges: higher freight rates, Russia-Ukraine war, increased interest rates
- Recession in USA and Europe, higher US tariffs, West Asian geopolitical tensions
- Shift in consumer preference from natural stones to engineered stones
- Currency exchange rate volatility against US Dollar
- Non-availability of quality rough granite blocks due to environmental quarry closures
- Sharp increase in raw material prices and high input costs
Shareholder Information
E-Voting Procedures
- Scrutinizer: Mr. Sabyasachi Panigrahi, Practicing Company Secretary (COP No. 27507)
- E-Voting Agency: Central Depository Services (India) Limited (CDSL)
- Results Declaration: Post-AGM on company website www.arotile.com and CDSL website
Shareholding Pattern
- Promoter Group Holding: 41.08%
- Individual Holdings:
- Sunil Kumar Arora: 33.16%
- Sujata Arora: 3.93%
- Sahil Arora: 1.98%
Registrar and Transfer Agent
Alankit Assignments Limited
Alankit House, 4E/2, Jhandewalan Extension, New Delhi 110055
Voting Restrictions
- Related parties cannot vote on resolutions where they are interested parties
- Proxy voting facility not available for this VC/OAVM AGM
- Members must vote through remote e-voting or e-voting during AGM
#Tags: #AroGranite #AGM #SEBIDisclosure #CorporateGovernance #RelatedPartyTransactions #Neutral