Arcotech Ltd

Arcotech Limited: Trading Window closed from 1 October 2026 till 48 hours after the declaration of the un-audited financial results for the quarter ending on 30th September, 2026.

AGM Details

• Date and time: 29 September 2026 at 10:00 AM; mode: VC/OAVM.
• Remote e-voting window: 26–28 September 2026.
• Held without physical venue; chairman and KMPs attended via VC.

Key Resolutions

• Adopt financial statements for year ended 31 March 2026 (Ordinary).
• Re-appoint director Radhanath Pattanayak (DIN 01189370) on rotation (Ordinary).
• Appoint Statutory Auditors and fix remuneration (Ordinary).
• Increase Authorized Equity Share Capital and amend MOA (Special).
• Reclassify non-convertible preference shares to preference shares; amend MOA (Special).
• Approve issuance of Non-Convertible Debentures on private placement (Special).
• Approve Material Related Party Transactions (Ordinary).

Voting Status

• Voting results to be announced within 2 working days; will be posted on company and exchange websites.

Director Changes

• Director Radhanath Pattanayak retires by rotation; eligible for re-appointment.

Auditor Appointments

• Statutory Auditors appointed; remuneration to be fixed.

Material Related Party Transactions

• Material RPTs to be approved; details not disclosed in filing.

AGM record date and schedule

• Record Date fixed at 22 September 2026 for 45th AGM.
• AGM on 29 September 2026 at 10:00 AM via video conference/AVM.
• Scrip: NSE ARCOTECH; BSE 532914; Equity shares.
• Book Closure: Not Applicable.
• Purpose: 45th AGM of the company.

AGM Details

• Date and time: 29 September 2026, 10:00 AM.
• Mode: Video Conference / OAVM.
• Record date: 22 September 2026 for e-voting eligibility.
• Remote e-voting: 26-28 Sept 2026, 9:00 AM–5:00 PM.
• Deemed venue: Registered office.

Key Resolutions

• Ordinary Resolution 1: Adopt financial statements for FY2025-26.
• Ordinary Resolution 2: Re-appoint Radhanath Pattanayak by rotation.
• Ordinary Resolution 3: Appoint M/s Agarwal U R S & CO as auditors for 5 years; remuneration to be fixed.
• Special Resolution 4: Increase authorised capital to ₹1,71,00,00,000 and issue 57.5 cr new equity shares; MOA amendment.
• Special Resolution 5: Reclassify NCRPS to Preference Shares; adjust MOA accordingly.
• Special Resolution 6: Issue up to 1,150 NCDs on private placement; terms as board decides.
• Ordinary Resolution 7: Approve material related party transactions; arm's length; related parties abstain from voting.

Voting Status

• Voting results not disclosed in filing.
• Resolutions to be deemed passed subject to requisite votes.

Directors & Auditors

• Radhanath Pattanayak to be re-appointed as Whole-time Director; retirement by rotation.
• Agarwal U R S & CO appointed as Statutory Auditors for 5 years; Board to fix remuneration.

Related Party Transactions

• Material RPTs with Advanced Metrics Pvt Ltd; sale/purchase up to ₹500 crore; 5-year term.
• Promoter director Arvind Saraf; proposed ₹75 crore per year; unsecured loans; 5-year tenure.
• Audit Committee approvals; omnibus approvals; related parties abstain on Item 7.

Financial snapshot

• Sales: ₹0.00 crore for FY2025-26.
• PAT: ₹(91.65) crore; dividend not recommended.
• PBT: ₹(33.50) crore; PBDIT: ₹(0.93) crore.
• Depreciation: ₹10.03 crore; Finance costs: ₹22.54 crore.
• EPS (basic/diluted): ₹(8.73) per share.
• Total equity: ₹(38,213.23) lakh; share capital ₹2,100 lakh.

Operations and revival status

• OTS with lenders finalized and effective 1 July 2026.
• FY2025-26 turnover nil; revival plan under implementation.
• Promoter equity/debt infusion and external funding expected for revival.
• Management restoring plant, infrastructure, and supply chains.

Capital structure and approvals

• Authorized capital to rise from ₹21 crore to ₹171 crore.
• NCRPS reclassified to Preference shares; MOA amended accordingly.
• Issue up to 1,150 NCDs on private placement up to ₹115 crore.
• Board to determine terms of issue and obtain requisite approvals.

Related party transactions

• Material RPT with Advanced Metrics Pvt Ltd up to ₹75 crore.
• Aggregate RPT cap up to ₹500 crore; five-year tenure proposed.
• RPTs are arm's length with Audit Committee oversight.

Auditors and governance

• Statutory auditors: Agarwal U R S & CO for 2026-31.
• Secretarial Auditor: A. Upadhyaya & Associates; governance certificates attached.
• Independent Directors Megha Bansal and Rohit Agrawal appointed; five-year terms.

AGM and notices

• 45th AGM on 29 Sept 2026 via VC/OAVM.
• Remote e-voting window: 26-28 Sept 2026; record date 22 Sept 2026.
• Notice and materials available on company and stock exchange websites.

Outlook and risks

• Going concern risk acknowledged; revival dependent on successful OTS.
• Capital-intensive, cyclic non-ferrous business; requires timely working capital.
• Auditor notes going-concern emphasis; management expects TEV-based relief to enable revival.

Debt issue details

• Type: unrated, unlisted, senior, secured, redeemable non-convertible debentures.
• Size: 1,150 NCDs of ₹10 lakh each, aggregate ₹115 crore.
• Issuance: private placement; not listed.
• Tenure: 4 years; coupon terms to be determined by the Board.
• Security: secured; asset charge to be created as agreed.
• Redemption: redeemable; terms to be set in transaction documents.

Capital structure and governance changes

• Authorised equity capital increased to ₹171 crore, comprising 68 crore equity shares and 35 lakh preference shares.
• NCRPS ₹35 crore reclassified into 35 lakh preference shares.
• MOA Clause V amended to reflect new authorised capital.
• NCD issuance approval: private placement, subject to member approvals.
• AGM scheduled for 29 September 2026 via video conferencing.
• Amendments to MOA subject to shareholders' approval.

Meeting Details

• Date: 7 September 2026; time and venue not disclosed.

Key Agenda Items

• Raising funds through equity, warrants, or convertibles via rights issue, preferential issue, or QIP.
• Authorised Share Capital increase and MOA alteration, subject to regulatory and shareholder approvals.
• Convert existing Redeemable Preference Shares into OCRPS, with consequential changes to authorised capital.
• Shareholder approvals may be required for the above actions.

Other Notes

• Time and venue for the meeting not disclosed.