Key Resolutions for Shareholder Approval

Item No. 1: Slump Sale of Jaipur Unit (Special Resolution)

The company seeks approval under Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of SEBI LODR to sell its existing Jaipur unit on a slump sale basis.

Details of the Transaction:

  • Asset for Sale: Industrial property situated at Plot No. PA-008-010 To 014, Multi-Product SEZ of Mahindra World City (Jaipur) Limited, Village-Kalwara, Jhai, Bhambhoriya, Bagru Khurd and Newta, Tehsil-Sanganer, District Jaipur-302037, Rajasthan.
  • Purchaser: United Stones Private Limited (CIN: U14200RJ2015PTC047598).
  • Consideration: A lumpsum amount of ₹67.00 Crores (Indian Rupees Sixty-Seven Crore Only).
  • Basis: The sale is proposed to be executed as per a Memorandum of Understanding (MOU), which will be formalized into a Business Transfer Agreement (BTA) after obtaining necessary approvals.

Valuation Details:

The fair value of the Jaipur unit was determined by two independent registered valuers:

  • Valuer 1: Mr. O.P. Verma (IBBI/RV/02/2019/12230) - Fair Value: ₹62.56 Crores (Report Date: September 01, 2026).
  • Valuer 2: M/s. D.K. Nagpal & Associates (IBBI/RV/02/2019/11421) - Fair Value: ₹63.28 Crores (Report Date: August 31, 2026).

The sale consideration of ₹67.00 Crores is above the fair value determined by both valuers.

Stated Rationale:

The board cites strategic portfolio optimization to unlock trapped economic capital, lean out operations, mitigate segment risks, focus on core business, and improve return ratios (ROCE/ROE). The proceeds are intended for expanding high-margin core business verticals, reducing the cost of loans, and reinforcing general working capital.

Interested Parties: Mr. Sunil Kumar Arora (Managing Director), Mr. Sahil Arora (Whole-Time Director), and Mrs. Sujata Arora (Non-Executive Director) are noted as being concerned or interested in the resolution. No other directors or KMPs are interested.

Item No. 2: Approval of Related Party Transactions (Ordinary Resolution)

The company seeks omnibus approval for transactions with the related party Aro Granite International Inc. USA (AGI USA) for the financial year 2026-27.

Details of the Related Party Transaction (RPT):

  • Nature of Transaction: Sale of granite tiles, granite slabs, and quartz slabs.
  • Related Party: Aro Granite International Inc. USA, a company promoted by relatives of promoter Mr. Sunil K Arora.
  • Proposed Value: Up to ₹5000.00 Lakhs for FY 2026-27 (April 1, 2026, to March 31, 2027).
  • Relationship: AGI USA functions as the company's export marketing/distribution arm for the American market.

Historical Transaction Values:

  • FY 2025-26: Transactions worth ₹567.96 Lakhs.
  • Current FY (2026-27) until preceding quarter: Transactions worth ₹427.43 Lakhs.

Materiality Assessment:

Based on the last audited financial statements, the company's annual turnover is below ₹20,000 crore. The 10% materiality threshold under SEBI LODR Regulation 23 is applicable. The proposed transaction value (₹5000 Lakhs) represents 68.02% of the company's annual consolidated turnover for the immediately preceding financial year. However, management states that the aggregate value for FY27 does not exceed the materiality threshold, and approval is sought as a matter of abundant caution and good governance.

Basis of Pricing: The management states transactions are in the ordinary course of business and on an arm's length basis, determined by prevailing market prices, cost benchmarks, and commercial terms.

Voting Restriction: Related parties of the company, as defined under SEBI LODR, shall not vote on this resolution.

Interested Parties: Mr. Sunil Kumar Arora (Managing Director), Mr. Sahil Arora (Whole-Time Director), and Mrs. Sujata Arora (Director) are noted as interested parties. Their shareholding in the related party is stated as NIL.

Postal Ballot & E-Voting Schedule

| Activity | Date & Time |

| Cut-off date for determining shareholder eligibility | Wednesday, September 16, 2026 |

| Voting Start Date | Monday, September 21, 2026, from 10:00 A.M. (IST) |

| Voting End Date | Tuesday, October 20, 2026, till 05:00 P.M. (IST) |

| Scrutinizer's Report and Declaration of Results | On or before Thursday, October 22, 2026 |

Scrutinizer: M/s. S Panigrahi & Associates, Practicing Company Secretaries.

E-Voting Service Provider: Central Depository Services India Limited (CDSL).

Additional Information

  • The postal ballot is being conducted only through remote e-voting; no physical ballot forms are being dispatched.
  • The notice is being sent electronically to members whose email addresses are registered as of the cut-off date (September 11, 2026).
  • The notice and explanatory statement are available on the company's website (www.arotile.com), stock exchange websites (BSE, NSE), and the CDSL e-voting portal (www.evotingindia.com).
  • The resolutions, if passed, will be deemed passed on the last date of e-voting, i.e., Tuesday, October 20, 2026.