Aro Granite Industries Ltd

Aro Granite Industries Limited: Trading Window closed from 1 October 2026 and will reopen 48 hours after declaration of Audited Financial Results for the quarter and half year ended 30 September 2026.

Resolutions

• Item 1 (Special): Slump sale of Jaipur unit to United Stones Pvt Ltd for Rs 67 crore.
• Item 1: Board empowered to finalize sale documents and related deeds.
• Item 2 (Ordinary): Approve related party transactions with AGI USA.
• Value up to ₹5,000 Lakhs for FY2026-27.
• Aggregate value near threshold; not material per turnover rule.
• Related parties must abstain from voting.
• Term: 1 year (Apr 1, 2026 to Mar 31, 2027).

AGM details

• Date and mode: 11 September 2026, via VC/OAVM.
• Start time: 12:30 PM.
• Record date for voting communicated; large shareholder base.

Key resolutions

• Resolution 1: Adoption of audited standalone financial statements; ordinary.
• Resolution 2: Re-appointment of Sujata Arora as Director; ordinary.
• Resolution 3: Re-appointment of Sunil Kumar Arora as MD for three years; special.
• Resolution 4: Re-appointment of Sahil Arora as Whole-Time Director for three years; special.
• Resolution 5: Approval of related party transaction with Sujata Arora; ordinary.
• Resolution 6: Approval of related party transaction with Sahil Arora; ordinary.
• Resolution 7: Approval of related party transaction with Sunil Kumar Arora; ordinary.

Voting results

• Resolutions 1 and 2 passed with requisite majority.
• Resolutions 3 and 4 (special) passed with majority; promoter support near unanimous.
• Resolutions 5, 6, 7 (RPTs) passed with majority.

Dividend

• Dividend: no proposal or declaration noted.

Director changes

• Re-appointment of Sujata Arora as Director.
• Re-appointment of Sunil Kumar Arora as Managing Director.
• Re-appointment of Sahil Arora as Whole-Time Director.

Auditors

• No auditor appointment changes reported.

Material related party transactions

• Approval of unsecured loan borrowings from promoter-directors Sujata Arora, Sahil Arora, and Sunil Kumar Arora.
• Nature: unsecured loans; no amounts disclosed.

Other material approvals

• No other material approvals reported.

AGM Details

• AGM held September 11, 2026 at 12:30 IST via Video Conferencing.
• Quorum via VC; e-voting conducted Sept 8–10, 2026.
• Scrutinizer appointed; results to exchanges and company site.
• No qualifications in Auditors Report or Secretarial Audit Report.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026 (Ordinary).
• Re-appointment of Sujata Arora, retiring by rotation, for re-appointment (Ordinary).
• Re-appointment of Sunil Kumar Arora as Managing Director for 3 years from Apr 1, 2027 (Special).
• Re-appointment of Sahil Arora as Whole-Time Director for 3 years from Nov 1, 2026 (Special).
• Approval of Related Party Transaction for borrowing unsecured loans from Sujata Arora (Ordinary).
• Approval of Related Party Transaction for borrowing unsecured loans from Sahil Arora (Ordinary).
• Approval of Related Party Transaction for borrowing unsecured loans from Sunil Kumar Arora (Ordinary).

Voting Results

• Voting results not disclosed in the filing; e-voting completed.

Dividend

• No dividend proposed or declared.

Directors

• Sujata Arora re-appointed as Director, retiring by rotation.
• Sunil Kumar Arora re-appointed as Managing Director for 3 years.
• Sahil Arora re-appointed as Whole-Time Director for 3 years.

Auditors

• No auditor appointments or changes disclosed.

Material Related Party Transactions

• Approval of RPTs to borrow unsecured loans from three promoter directors.

Other Approvals

• No other material approvals disclosed beyond stated RPTs.

AGM notice and online access

• AGM 38th scheduled for 11 September 2026 at 12:30 IST via VC/OAVM.
• Notice of AGM and Annual Report for FY2025-26 accessible via provided web-links.
• Notice sent to registered email holders; unregistered addresses will receive a web-link.
• Physical folios without PAN/KYC details may receive dividends only electronically.
• KYC update requested with DP/RTA to ensure timely dividend credit.

AGM and governance updates

• 38th AGM of Aro Granite Industries Ltd to be held on 11 September 2026 via VC/OAVM.
• Cut-off date for voting eligibility fixed at 4 September 2026.
• Remote e-voting window is 8 September 2026, 10:00 AM to 10 September 2026, 5:00 PM.
• Sunil Kumar Arora is proposed to be re-appointed as Managing Director for three years from 1 April 2027.
• Sahil Arora is proposed to be re-appointed as Whole-Time Director for three years from 1 November 2026.
• Aggregate related-party borrowings from promoters up to ₹50 crore for FY2026-27 require shareholder approval.
• RPTs will be on arm's length basis and in the ordinary course of business.
• Total proposed RPTs amount to ₹50 crore, about 68% of FY25-26 turnover.

AGM & Book Closure

• Book closure: 5 Sep 2026 to 11 Sep 2026; AGM: 11 Sep 2026.
• AGM to be conducted via VC/OAVM; remote e-voting window 8–10 Sep 2026.

Related Party Transactions

• Aggregate RPT borrowings proposed for 2026-27 up to ₹50 crore.
• RPTs involve promoters/directors Sujata Arora, Sahil Arora, Sunil Kumar Arora; shareholder approval required.

MD Remuneration

• Sunil Kumar Arora MD reappointed for 3 years from 01-Apr-2027; remuneration per Nomination & Remuneration Committee approval.
• Remuneration includes salary and 5% commission; perquisites described and board approval required.

WTD Remuneration

• Sahil Arora WTD reappointed for 3 years from 01-Nov-2026; remuneration per committee approvals.
• Remuneration includes salary and 5% commission; perquisites including housing and travel; board approvals required.

Financial Highlights

• FY2025-26: Net sales ₹85.33 crore; PAT ₹-11.81 crore; operating loss ₹-1.79 crore; PBT ₹-11.62 crore.
• Company cites export headwinds, currency volatility, and input costs as profit drivers.

Financial performance

• FY26 revenue ₹73.52 crore; EBITDA ₹13.32 crore; PAT loss ₹11.92 crore.
• Net loss widened to ₹11.92 crore from ₹6.23 crore in FY25.
• Export revenue about 80% of FY26; domestic 20%.
• EPS basic and diluted: −₹7.79 for FY26.
• Cash flow from operations ₹16.73 crore; year-end cash ₹3.19 crore.
• Liquidity: current ratio 1.47; gearing 88.7%; total borrowings ₹154.29 crore; equity ₹173.94 crore.

Operations & capacity

• Annual production capacity: 1 million sqm; facilities at Hosur and Jaipur.
• FY26 unit sales: Hosur Tiles 48,163 sqm; Slabs 59,014 sqm.
• Jaipur Slabs 34,682 sqm; Hosur Quartz 35,912 sqm.
• Capacity utilisation: Tiles 12.14%; Slabs 10.00%; Jaipur Slabs 23.71%; Quartz 20.55%.
• Jaipur plant expansion and quartz unit at Hosur boosted capacity and mix.
• Stock-and-sell model: 11,000 sqm warehouse enabled faster market response.

Product & strategy developments

• Diversified into engineered quartz to lift margins and revenue potential.
• Jaipur expansion eased raw material constraints and expanded reach.
• Multi-Wire cutting machine installed at Hosur to improve margins.
• Dedicated cut-to-size unit at Hosur with CNC/polishing capabilities.
• Shift to stock-to-sell model with added inventory discipline.
• Global presence: exports to 50+ markets; emphasis on premium surfaces.

Market & risk factors

• US tariff regime created pricing and landed-cost uncertainty.
• Tariff framework struck down in Feb 2026; temporary uniform 10% surcharge enacted briefly.
• Middle East conflict raised resin costs; resin price volatility expected FY27.
• Domestic Bengaluru market faced OCC clearance delays; regulatory pressures persist.
• Rupee volatility and longer shipment times affected export competitiveness.

Capital structure & liquidity

• Total borrowings ₹154.29 crore; debt/equity near 0.87; gearing ~88.7%.
• Current ratio 1.47; liquidity management supported by cash and undrawn facilities.

Governance & leadership

• Board changes: Sunil Kumar Arora (MD) and Sahil Arora (WTD) remained; Sujata Arora joined Nov 2025, left Feb 2026; Varathan Arul appointed Independent Feb 2026.
• Independent directors include Kalasaschar, Bhuta; Sundareshwara resigned Nov 2025; four-member Audit Committee chaired by Kalasaschar.
• 38th AGM scheduled via VC/OAVM on 11 Sep 2026; e-voting and VC guidelines outlined in notice.

Corporate Social Responsibility

• FY26 CSR expenditure ₹9.01 lakh; 2% average net profit obligation ₹2.27 lakh.
• Rural Health Centre at Hosur ongoing; funds via ARO Charitable Trust; CSR policy on company site.

Dividend & AGM logistics

• Dividend for FY2025-26 not recommended.