AGM Details

  • Date: Wednesday, September 30, 2026
  • Time: 03:00 P.M.
  • Venue: Survey No. 302-305, Isanpur, Gopi Compound, Narol - Vatva Road, Narol, Ahmedabad-382405
  • Record Date: September 23, 2026 (for determining members entitled to vote)
  • Book Closure: September 24, 2026 to September 30, 2026 (both days inclusive)

Business to be Transacted at AGM

Ordinary Business

1. Adoption of Audited Financial Statements: To consider and adopt the audited financial statements for FY ended March 31, 2026, along with reports of Board of Directors and Auditors.

2. Reappointment of Director: To appoint Ms. Nidhi Sanjaykumar Aggrawal (DIN: 08364168), who retires by rotation and being eligible offers herself for reappointment as a Non-Executive Director.

Special Business

3. Ratification of Cost Auditor Remuneration: To ratify payment of remuneration of ₹55,000/- (plus applicable taxes and out-of-pocket expenses) to M/s Kiran J. Mehta & Co., Cost Accountants, for conducting cost audit for FY 2026-2027.

4. Appointment of Secretarial Auditor: To approve appointment of Ravi Kapoor & Associates, Company Secretaries (Firm Registration No. F2407), as Secretarial Auditor for a period of five years (from FY 2026-27 to FY 2030-31). Remuneration to be fixed mutually by the Board and the auditor.

Financial Performance Highlights (FY 2025-2026)

  • Revenue from Operations: ₹46,240.44 Lakh (Previous Year: ₹37,908.37 Lakh) – increase of 21.85%
  • Other Income: ₹67.59 Lakh (PY: ₹95.31 Lakh)
  • Total Income: ₹46,308.03 Lakh (PY: ₹38,003.68 Lakh)
  • Profit Before Finance Cost, Depreciation & Tax: ₹3,074.02 Lakh (PY: ₹3,010.58 Lakh)
  • Depreciation/Amortization/Impairment: ₹817.48 Lakh (PY: ₹801.84 Lakh)
  • Finance Costs: ₹943.43 Lakh (PY: ₹1,019.00 Lakh)
  • Profit Before Tax: ₹1,313.11 Lakh (PY: ₹1,225.87 Lakh)
  • Provision for Taxation - Current Tax: ₹385.00 Lakh (PY: ₹370.00 Lakh)
  • Deferred Tax: (₹91.49) Lakh (PY: (₹82.28) Lakh)
  • Excess provision for Tax expense for earlier years: ₹84.97 Lakh (PY: ₹14.20 Lakh)
  • Profit for the year: ₹934.64 Lakh (PY: ₹923.94 Lakh) – increase of 1.16%
  • Total Comprehensive Income/Loss: ₹1,010.16 Lakh (PY: ₹962.20 Lakh)

Key Operational and Corporate Developments

  • NSE Listing: Shares of the company were listed on the National Stock Exchange of India Limited (NSE) on February 23, 2026, without any public offer or further issue of share.
  • Change in Registered Office: Changed from 1, New Cloth Market, O/s, Raipur Gate, Raipur, Ahmedabad-380002 to Survey No. 302-305, Isanpur, Gopi Compound, Narol - Vatva Road, Narol, Ahmedabad-382405.
  • Dividend: No dividend recommended for FY 2025-2026 to plough back profits for enhancing manufacturing capacity.
  • Credit Rating: CARE Ratings Ltd awarded BBB (Stable) for long-term and A3+ for short-term fund-based facilities.

Capital Structure

  • Authorized Share Capital: ₹69,47,50,000 divided into 6,94,75,000 Equity Shares of ₹10/- each
  • Issued, Subscribed & Paid-up Capital: ₹42,23,86,280 divided into 4,22,38,628 Equity Shares of ₹10/- each fully paid up
  • Shareholding Pattern: Promoters hold 55.91% (Champalal Gopiram Agarwal: 19.59%, Sumit Champalal Agarwal: 24.87%, Satyabhama C. Agarwal: 11.19%, Pooja S. Agarwal: 5.26%), Others hold 39.09%
  • Dematerialization: 99.92% of total shares held in dematerialized form as of March 31, 2026

Board of Directors and Key Managerial Personnel

Board Composition

  • Mr. Champalal Gopiram Agarwal: Whole Time Director & Chairman (DIN: 01716421)
  • Mr. Sumit Champalal Agarwal: Managing Director (DIN: 00356863)
  • Ms. Nidhi Aggrawal: Non-Executive Director (DIN: 08364168)
  • Mr. Sourabh Vijay Patawari: Independent Director (DIN: 08364509)
  • Mr. Kuldeep Ashokbhai Shah: Independent Director (DIN: 08365637)
  • Mr. Madhur Murari Todi: Independent Director (DIN: 02343422)

Key Managerial Personnel

  • Ms. Milee Chandresh Kamdar: Company Secretary & Compliance Officer
  • Mr. Radhakishan Lekharam Sharma: Chief Financial Officer

Board Meetings

During FY 2025-2026, the Board met 8 times on: April 15, 2025; May 30, 2025; August 7, 2025; September 6, 2025; November 13, 2025; December 12, 2025; February 10, 2026; March 21, 2026. All directors attended all meetings.

Corporate Governance Report

The company complied with corporate governance requirements under SEBI LODR Regulations, except for a delay in submitting voting results of the previous AGM within 2 working days as required by Regulation 44(3).

Management Discussion & Analysis

  • Global Economy: IMF estimates 2025 growth at around 3.2%, easing to 3.1% in 2026
  • Indian Economy: Real GDP grew 7.8% in Q1 FY 2025-26 and 8.2% in Q2; RBI revised growth forecast to 7.3%
  • Industry Overview: Indian textile sector transformation backed by government support through PLI scheme and PM MITRA Parks initiative
  • Strengths: Robust domestic market, competitive advantage in cotton, government support, skilled workforce
  • Weaknesses: Fragmented industry structure, technology gaps, high dependence on cotton, compliance challenges
  • Risks: Global economic uncertainty, geopolitical tensions, climate risks, intense global competition

Related Party Transactions

All transactions with related parties were in the ordinary course of business and at arm's length basis. Material transactions:

  • Purchase of goods from Aarnav Industries Pvt. Ltd.: ₹61.76 Lakh
  • Sale of goods to Aarnav Industries Pvt. Ltd.: ₹143.87 Lakh
  • Loan taken from One World Texofab Limited: ₹1,854.01 Lakh
  • Loan repaid to One World Texofab Limited: ₹1,877.17 Lakh

Other Significant Information

  • Vigil Mechanism: Whistleblower policy implemented with direct access to Chairman of Audit Committee
  • Corporate Social Responsibility: Provisions of section 135 of Companies Act, 2013 not applicable to the company
  • Sexual Harassment: No complaints received during the financial year
  • Employee Strength: 167 permanent employees as on March 31, 2026
  • Foreign Exchange Earnings and Outgo:
  • Foreign Exchange Earnings: Nil (PY: ₹249.19 Lakh)
  • Foreign Exchange Outgo: ₹3,086.50 Lakh for yarn imports (PY: ₹449.35 Lakh)

Important Notes

  • The Annual Report along with Notice of AGM has been uploaded on company website www.aarnavgroup.com
  • Documents are being sent only through electronic mode to members whose email addresses are registered
  • Members can vote electronically through remote e-voting from September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • The company has designated email ID aarnavfashions@gmail.com for redressal of shareholder complaints/grievances

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