Affordable Robotic & Automation Ltd

AGM Details

• AGM held physically at registered office; 30 Sept 2026; 11:00 AM–12:51 PM IST; remote e-voting Sep 27–29.

Key Resolutions

• Ordinary: Adoption of Standalone Audited Financial Statements for FY ended 31 Mar 2026.
• Ordinary: Adoption of Consolidated Audited Financial Statements for FY ended 31 Mar 2026.
• Ordinary: Re-appointment of director retiring by rotation (Manohar Padole).
• Special: Termination of ESOP Scheme 2021.
• Special: Implementation of ESOP Scheme 2026.
• Special: Extension of ESOP Scheme 2026 benefits to group companies.
• Special: Ratification of remuneration of Cost Auditors.

Voting Results

• Voting results pending; deemed passed on AGM date subject to Scrutinizer's report.

Capital action details

• Allotted 10,93,750 Fully Convertible Warrants to promoter Milind M. Padole on Sept 23, 2026.
• Issue price Rs 192 per Warrant, including Rs 182 premium.
• Purpose: adjust against outstanding unsecured loan extended by allottee to the company.
• Conversion exercise: 8,20,000 Warrants converted into 8,20,000 Equity Shares.
• Conversion price remains Rs 192 per share; premium included in issue price.
• Post-conversion paid-up capital rises to Rs 12,67,11,050; equity shares 1,26,71,105.
• Total equity shares: 1,26,71,105 of Rs 10 each.
• In-principle approvals for allotment received from BSE and NSE.
• Promoter postal ballot approval dated 19 August 2026; allotment executed Sept 23, 2026.
• Conversion/set-off against unsecured loan; no additional cash consideration.

Affordable Robotic & Automation Limited — Trading Window closed from Oct 01, 2026 until 48 hours after the declaration of the unaudited financial results for the quarter ended Sep 30, 2026.

Order details

• Awarding entity is domestic; name not disclosed due to confidentiality.
• Turnkey project to supply robotic welding line.
• Contract value approximately ₹11,05,83,735.
• Delivery deadline: March 2027.
• Order is in the ordinary course of business and subject to terms.
• No promoter group interest; related party transaction not involved.

Order awards

• Awarding entities: two domestic customers; names not disclosed due to confidentiality.
• Nature and scope: turnkey project for supply of robotic welding lines.
• Order values: ₹3,81,31,348 and ₹6,21,05,000.
• Total value: approx ₹100,236,348 (~₹10.02 crore).
• Delivery deadline: by December 2026.
• Contract type: Turnkey Project.
• Promoter group interest: No.
• Related party transactions: No.

Financial performance

• Consolidated total income ₹120.96 crore for FY26; EBITDA ₹17.16 crore; PAT ₹6.97 crore.
• EBITDA swing from a loss to a profit, reflecting margin-led growth.
• Consolidated PBT ₹9.88 crore; PAT ₹6.97 crore; EBITDA margin 14.19%.
• Standalone EBITDA margin expanded to 14.45% from 8.96%.
• Standalone PAT ₹6.96 crore; revenue from operations ₹109.05 crore (₹10,904.71 lakh).
• Diluted EPS ₹6.20 for FY26; net worth ₹11,034.66 lakh; cash ₹703.93 lakh.

Transformation and growth strategy

• FY26 described as transformation year; shifted to margin-led model and selective high-quality projects.
• Strategic Humro investment of ₹48 crore to build autonomous robotics platform.
• Early Humro deployments with Fortune-50 customers; US partnership eyed to cut delivery to ~15 days.
• Order book strengthened to ~₹147 crore; new FY27 bookings of ₹19.55 crore in Q1.

Operations and capabilities

• Integrated capabilities: in-house design, manufacturing, and robot programming since 2008.
• Wadki, Pune facility: 3,50,000 sq ft; 7,000 welding robots; 14,000 car parking bays installed.
• Humro: RaaS platform enabling autonomous robotics and warehouse automation in US and beyond.
• Total staff ~400+ with engineering focus; in-house autonomous forklift development underway.

Capital structure and liquidity

• Post-year end: preferential issue of 6,04,839 equity shares at ₹248; ₹15 crore raised from Non-Promoter category.
• ARAPL RaaS holds ~83.54% of ARAPL RaaS Private Limited; multiple subsidiaries form part of the group.
• ESOP Scheme 2026 approved; up to 1,50,000 options envisaged; direct implementation by Company.
• AS-IS liquidity: cash and equivalents ₹703.93 lakh; total borrowings ₹6,881.52 lakh; debt-to-equity ~0.44.

Governance, risk and audit

• Board of 8 directors; 4 independent; 10 board meetings in FY26; independent directors meet separately.
• Statutory auditors: Vijay Moondra & Co; no material qualifications; internal controls deemed adequate.
• Secretarial audit flagged MCA e-forms filing delay; management to address compliance gaps.
• RPTs with related parties at arm's length; all transactions in ordinary course; detailed in Form AOC-2.

ESG and CSR

• CSR spend ₹15.02 lakh; Vrundavan Educational Trust for community development and education.
• ESG framework emphasizes energy efficiency, waste, water, safety, and responsible supply chain practices.
• FY26 safety record: zero lost-time injuries, zero reportable incidents, zero fatalities.

Outlook and strategic priorities

• India as growth engine; global robotics demand supported by AI-enabled platforms.
• Scale Humro deployments in US; expand automated parking products; deepen software and AI layer.
• Manage risk: portfolio quality, selective orders, and cost discipline to sustain margins.

AGM details

• Seventeenth AGM scheduled for 30 September 2026 at 11:00 IST at the registered office.
• E-voting available from 27 September 2026 09:00 IST to 29 September 2026 17:00 IST.
• Register of Members/Share Transfer closed 24-30 September 2026.
• Record date for voting set at 23 September 2026.

Ordinary business resolutions

• Adoption of standalone audited financial statements for the year ended 31 March 2026.
• Adoption of consolidated audited financial statements for the year ended 31 March 2026.
• Re-appointment of a director retiring by rotation.
• Ratification of remuneration of Cost Auditors for FY 2027.

Special business resolutions

• Approval for termination of ESOP Scheme 2021.
• Approval for implementation of ESOP Scheme 2026 with up to 150,000 options.
• Extension of ESOP Scheme 2026 benefits to group companies.

Annual approvals

• Approved Annual Report for the year ended 31 March 2026, including financial statements.
• Approved the Notice for the 17th AGM.
• Approved cost statements to be annexed to the cost audit report.
• Terminated and closed ESOP 2021 upon voluntary surrender by holders.

ESOP Scheme 2026 details

• ESOP Scheme 2026 for up to 150,000 options.
• Options exercisable into 150,000 equity shares of Rs 10 each.
• Exercise price to be fixed by Committee, not below face value.
• Vesting period: 1-3 years.
• Extension of ESOP 2026 benefits to ESOP 2021 holders.
• Administration by Nomination and Remuneration Committee as Compensation Committee.
• Shareholders to approve at the ensuing AGM.
• ESOP 2026 complies with SEBI SBEB Regulations 2021.

Post-issue shareholding pattern

• Post-issue fully diluted shares total 1,29,53,581 with 8,726 ESOPs (0.07%).
• Promoter Indian individuals hold 60,01,584 shares (46.33%) post-issue.
• Allottee Milind Padole to hold 43,80,825 shares (33.82%) post-issue.
• Warrants to be allotted: 10,93,750; basis assumes full conversion over 18 months.
• Pre-issue base shares: 1,18,51,105 as of BENPOS June 30, 2026.
• Total post-issue pattern may change with other corporate actions.