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