AGM Details

  • Date and Time: 30th September, 2026 at 03:00 PM
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Cut-off date for e-voting: 23rd September, 2026
  • E-voting period: 27th September, 2026 (09:00 AM) to 29th September, 2026 (05:00 PM)
  • Deemed venue: Registered Office at E-34, MIDC, Tarapur, Boisar, Dist. Thane

Business Items to be Transacted

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the audited financial statements for year ended 31st March, 2026, balance sheet as on that date, and reports of directors and auditors thereon.

2. Director Reappointment: To appoint Mrs. Bina Ghatalia (DIN:01471745) who retires by rotation and being eligible, offers herself for re-appointment.

Special Business

3. Approval of Related Party Transactions: Ordinary resolution to approve contracts/arrangements/transactions with related parties with aggregate value limits per financial year as follows:

  • Bina R Ghatalia (Director): ₹15 crores - Office rent; loans/advances and repayment
  • Enam Organics India Ltd.: ₹45 crores - Loans/advances, repayment and interest income
  • Mira M Ghatalia (CFO): ₹15 crores - Loans/advances and repayment
  • Nimit R Ghatalia (Director): ₹15 crores - Loans/advances and repayment
  • Rajesh Ghatalia (Relative of Director): ₹15 crores - Loans/advances and repayment
  • Suraj Tradelinks Pvt. Ltd.: ₹15 crores - Loans/advances and repayment
  • Nimit Impex Pvt. Ltd.: ₹15 crores - Loans/advances and repayment
  • Worth Investment & Trading Co. Ltd.: ₹30 crores - Loans/advances, repayment and interest income
  • Aarey Pharma Park Pvt. Ltd.: ₹15 crores - Loans/advances taken and repayment
  • Mihir Ghatalia (Managing Director): ₹15 crores - Loans/advances and repayment
  • Ekta Ghatalia (Relative of Director): ₹15 crores - Loans/advances and repayment

Financial Performance (FY 2025-26)

  • Income: ₹478.36 crores
  • Expenses: ₹472.95 crores
  • Profit Before Tax: ₹5.41 crores
  • Tax Expenses: ₹1.45 crores
  • Profit After Tax: ₹3.97 crores
  • Earnings Per Share: ₹1.39
  • Dividend: Not recommended
  • Transfer to Reserves: ₹3.97 crores to General Reserves

Comparison with Previous Year (FY 2024-25)

  • Income decreased from ₹483.76 crores to ₹478.36 crores
  • Profit Before Tax decreased from ₹6.10 crores to ₹5.41 crores
  • Profit After Tax decreased from ₹4.02 crores to ₹3.97 crores

Capital Structure

  • Authorized Share Capital: 3,55,00,000 equity shares of ₹10 each (₹35.50 crores)
  • Issued, Subscribed and Paid-up Capital: 2,84,54,303 equity shares of ₹10 each (₹28.45 crores)
  • 1,00,000 equity shares allotted to Watco Chennai Real Estate Pvt Ltd are yet to be listed due to trading during approval stage

Key Operational Highlights

  • Company manufactures intermediates (Mono Methyl Urea, Di Methyl Urea, Ortho Para Nitro Anisole, etc.) and Active Pharma Ingredients (Metformin HCL, Mefenamic Acid, Doxophylline)
  • Plans to increase capacity and backward/forward integration of products
  • Sales from trading activities: ₹472.27 crores
  • Plant located at E-34, MIDC, Tarapur, Boisar, Dist. Thane

Board of Directors

  • Mihir Rajesh Ghatalia: Chairman & Managing Director (DIN:00581005)
  • Nimit Rajesh Ghatalia: Executive Director (DIN:07069841)
  • Chetan Kiritbhai Mehta: Independent Director (DIN:01639366)
  • Lalit Radhakrishna Tulsiani: Independent Director (DIN:01652630)
  • Anil Mandal: Independent Director (DIN:08291619)
  • Bina Rajesh Ghatalia: Woman Director (DIN:01471745)

Key Managerial Personnel

  • Mira Mihir Ghatalia: Chief Financial Officer
  • Kailash Chand Jethlia: Company Secretary & Compliance Officer

Compliance and Regulatory Issues

Secretarial Audit Observations:

  • Allotment of 50,00,000 warrants on 23rd May 2025 not disclosed in shareholding pattern
  • Non-disclosure of 7.09% shares sold by Suraj Tradelinks (Promoter Body Corporate)
  • Difference of 1,00,000 shares in RTA records due to non-listing approval for Watco Chennai Real Estate Pvt Ltd
  • Failure to indicate lock-in compliance for Suraj Tradelinks shares
  • Non-filing of MGT-14 for board resolutions
  • Loans to companies where directors are interested without proper resolutions
  • Non-filing of Related Party Transaction disclosure for half-year ended September 2025 (penalty imposed)
  • Non-filing of statement of deviation/variation for preferential allotment proceeds
  • Incomplete structured digital database

Statutory Auditor Emphasis of Matter:

  • Plant and Machinery acquired during year not in location/condition for intended use, classified under CWIP (₹value not specified)
  • Absence of significant periodic balance confirmation for debtors and creditors (₹12,965.47 lakhs debtors, ₹8,158.90 lakhs creditors)
  • Loans to directors in violation of Section 185 of Companies Act, 2013:
  • Mihir Ghatalia: ₹90.26 lakhs advanced during year, ₹0 outstanding
  • Nimit Ghatalia: ₹200.51 lakhs outstanding
  • Bina Ghatalia: ₹620.62 lakhs outstanding
  • Ekta Ghatalia: ₹238.08 lakhs outstanding

CSR Compliance

  • CSR Obligation: ₹11.64 lakhs (2% of average net profit of ₹1,745.44 lakhs)
  • Amount Spent: Nil
  • Unspent Amount: ₹11.64 lakhs transferred to Schedule VII fund on 7th September, 2026
  • Previous Year Unspent: ₹14.25 lakhs from FY 2024-25 also not transferred to Schedule VII fund

Litigations and Contingencies

Income Tax:

  • Undisputed dues of ₹75,015 (TDS short payment), ₹4,406 (TDS short deduction), ₹10.74 lakhs (interest u/s 201), etc.
  • Disputed demands include ₹77.74 lakhs (AY 2025-26), ₹57.60 lakhs (AY 2013-14), etc.

GST:

  • Multiple demand orders totaling approximately ₹9.50 crores for FY 2017-18 to FY 2021-22 pending at various appellate levels

MVAT:

  • ₹42.93 lakhs (FY 2014-15) and ₹34.39 lakhs (FY 2007-08) pending in appeal

Related Party Transactions (FY 2025-26)

Significant transactions disclosed in financial statements:

  • Loans to related parties: ₹92.62 crores advanced during year, ₹20.60 crores outstanding at year-end
  • Key transactions include:
  • Enam Organics India Ltd.: ₹498.91 crores loans given/received
  • Worth Investment & Trading Co. Ltd.: ₹211.82 crores loans given/received
  • Directors and relatives: Multiple loans ranging from ₹20-62 crores

Corporate Governance

  • Board met 6 times during FY 2025-26
  • Audit Committee met 4 times
  • Vigil Mechanism in place, no complaints received
  • No frauds reported by auditors
  • No sexual harassment complaints

Energy Conservation

  • Electricity purchased: 9,49,092 KWH (₹1.27 crores)
  • Own generation through diesel generator: 5,938 KWH
  • Fuel consumption: 1,724.694 tons (₹1.53 crores)

Foreign Exchange

  • Foreign exchange used: ₹11.08 crores
  • Foreign exchange earned: ₹2.98 crores

Shareholding Pattern

  • Promoter Group holding: 37.71% of paid-up equity capital
  • Major shareholders:
  • Bina Rajesh Ghatalia: 14.12% (40,03,584 shares)
  • Mihir Rajesh Ghatalia: 10.00% (2,835,888 shares)
  • Nimit Impex Pvt. Ltd.: 7.09% (2,010,000 shares)
  • Dematerialized shares: 97.86% of total shares

Voting Instructions

  • E-voting through NSDL/CDSL platforms for demat shareholders
  • Physical shareholders to vote through InstaVote platform
  • VC/OAVM participation via InstaMeet with 1,000 member limit
  • Scrutinizer: Mr. Virendra G Bhatt, Practicing Company Secretary

Other Material Information

  • Credit Rating: ACUITE BBB/Stable Outlook from Acuite Ratings and Research
  • Banker: State Bank of India, Sakinaka Branch, Andheri (East), Mumbai
  • Registrar & Share Transfer Agent: MUFG Intime India Private Limited
  • Company website: www.aareydrugs.com

#Tags: #AareyDrugs #AGM2026 #SEBIDisclosure #FY2026Results #RegulatoryCompliance #Pharmaceuticals