AGM Details
The 38th Annual General Meeting will be held on September 11, 2026, at 12:30 PM IST through Video Conferencing/Other Audio-Visual Means. The deemed venue is the Registered Office at 1001, 10th Floor, DLF Tower-A, Jasola, New Delhi-110025.
Voting Arrangements
The company has fixed September 4, 2026 as the cut-off date for determining shareholders eligible to vote. Remote e-voting will be available from September 8, 2026 (10:00 AM) to September 10, 2026 (5:00 PM) through CDSL's e-voting platform. The share transfer books and register of members will remain closed from September 5, 2026 to September 11, 2026 (both days inclusive).
Ordinary Business
1. To receive, consider and adopt the Audited Accounts for the financial year ended March 31, 2026 and the Reports of the Directors and Auditors thereon.
2. To appoint a director in place of Mrs. Sujata Arora (DIN: 00112866), who retires by rotation and offers herself for re-appointment. She holds 601,372 equity shares (3.93%) in the company.
Special Business - Director Reappointments
Item 3: Special Resolution for reappointment of Mr. Sunil Kumar Arora (DIN: 00150668) as Managing Director for three years effective April 1, 2027. Remuneration includes:
- Basic salary: ₹10,00,000 - ₹12,00,000 per month
- Commission up to 5% of net profits subject to ceiling of 100% annual salary
- Various perquisites including residential accommodation, medical reimbursement, club subscriptions
- Minimum remuneration payable in case of inadequacy or absence of profits
Item 4: Special Resolution for reappointment of Mr. Sahil Arora (DIN: 07970622) as Whole-Time Director for three years effective November 1, 2026. Remuneration includes:
- Basic salary: ₹2,30,000 - ₹3,30,000 per month
- Commission up to 5% of net profits subject to ceiling of 100% annual salary
- Similar perquisites as Managing Director
- Minimum remuneration payable in case of inadequacy or absence of profits
Special Business - Related Party Transactions
Items 5, 6, 7: Ordinary Resolutions seeking approval for borrowing/availing loans from three promoter-directors:
- Mrs. Sujata Arora: ₹50 crore limit
- Mr. Sahil Arora: ₹50 crore limit
- Mr. Sunil Kumar Arora: ₹50 crore limit
Aggregate limit of ₹50 crores applies collectively to all three promoters. These transactions may exceed 10% of the company's annual consolidated turnover threshold under SEBI Listing Regulations. The borrowing is for working capital requirements during FY2026-27, to be carried out at arm's length basis.
Financial Performance Context
The explanatory statement discloses financial performance for FY2026:
- Net Sales and Other Income: ₹85.33 crore
- Operating Profit (Before Interest, Depreciation and Tax): ₹(1.79) crore (loss)
- Profit Before Tax: ₹(11.62) crore (loss)
- Profit After Tax: ₹(11.81) crore (loss)
The company attributes losses to global economic challenges, COVID-19 impact, higher freight rates, Russia-Ukraine war, increased interest rates, recession in key markets, and shifting consumer preferences from natural stones to engineered stones.
Historical Related Party Transactions
Previous borrowing transactions with promoters:
With Mrs. Sujata Arora:
- FY2025-26: Unsecured Loan ₹3.25 crore, Interest paid ₹0.0937 crore
- FY2024-25: Unsecured Loan ₹1.50 crore, Interest paid ₹0.0487 crore
- Current FY (till approval): Unsecured Loan ₹0.75 crore
With Mr. Sahil Arora:
- FY2025-26: Unsecured Loan ₹6.3908 crore, Interest paid ₹0.5295 crore
With Mr. Sunil Kumar Arora:
- FY2025-26: Unsecured Loan ₹0.0175 crore, Interest paid ₹2.1969 crore
- FY2024-25: Unsecured Loan ₹6.09 crore, Interest paid ₹0.69 crore
- FY2023-24: Unsecured Loan ₹10.6167 crore
- Current FY (till approval): Unsecured Loan ₹0.1885 crore
Shareholder Information
Members can access documents on company website (www.arotile.com) and stock exchange websites. Physical shareholders should register email addresses with RTA Alankit Assignments Limited, while demat shareholders should update details with their Depository Participants.