Affordable Robotic & Automation Limited’s Board of Directors approved the annual report for FY26 and a new employee stock option scheme during its meeting on August 31, 2026. The company also terminated its previous ESOP scheme following voluntary surrenders by option holders.

The board approved the notice for the 17th Annual General Meeting (AGM) to seek shareholder approval for these matters. The meeting concluded with the authorization of the Nomination and Remuneration Committee to administer the new compensation plan.

ESOP Scheme 2026 Details

The newly approved ESOP Scheme 2026 allows for the grant of up to 1,50,000 stock options to eligible employees across the company, its subsidiaries, and associate entities. These options will be granted over a five-year period from the date of approval. Each option is exercisable into one equity share with a face value of ₹10.

The exercise price will be determined by the committee at the time of grant and linked to the market price. While the committee has the power to provide a suitable discount, the exercise price cannot fall below the face value of the share. The scheme involves a fresh issue of equity shares rather than secondary acquisition.

Termination of Previous Scheme

The board also approved the termination and closure of the Employee Stock Option Scheme 2021. This action followed the voluntary and irrevocable surrender of all outstanding options by the respective holders under the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014. The benefits of the new ESOP Scheme 2026 will extend to eligible employees who previously held options under the 2021 scheme.

Affordable Robotic & Automation shareholders have approved a special resolution to issue fully convertible warrants (FCWs) to promoters on a preferential basis. The warrants, valued at up to ₹21 crore, will be issued upon the conversion of existing loans.

The postal ballot process concluded on August 19, 2026. Scrutinizer CS Deepti Maheshwari confirmed that all three resolutions presented for voting were passed. The voting results were filed with BSE and NSE on August 21, 2026.

Voting Results Breakdown

The special resolution regarding the FCW issuance required a supermajority vote. Promoter shareholders held 4,708,000 shares and cast 4,705,800 votes in favor, representing 99.95% participation within their category. Public non-institutional shareholders polled 2,112,192 votes, with 99.99% supporting the measure.

The two ordinary resolutions concerned material related-party transactions (RPTs) for the financial year 2026-27 under Regulation 23 of SEBI LODR norms. One resolution covered transactions with subsidiary ARAPL Raas Private Limited, while the other addressed transactions with the promoter group. Both received overwhelming support from public non-institutional voters, who accounted for all votes cast on these items as promoters abstained due to conflict of interest.

Revised Shareholding Pattern

Following the approval, Affordable Robotic & Automation Limited filed a revised post-preferential issue shareholding pattern on a fully diluted basis on August 25, 2026. This revision was made in compliance with observations from the National Stock Exchange of India Limited dated August 21, 2026. The pattern reflects the allotment of 10,93,750 warrants to promoter Milind Padole, assuming full conversion over 18 months and exercise of 8,726 outstanding ESOPs.

The fully diluted post-issue total share capital stands at 1,29,53,581 equity shares. Promoter shareholding is projected to increase from 41.41% to 46.33% post-conversion. Specifically, Milind Padole’s holding is expected to rise from 27.74% (32,87,075 shares) to 33.82% (43,80,825 shares).

What the Numbers Show

The voting pattern reveals a distinct bifurcation in shareholder engagement based on resolution type. While promoter participation was near-total (99.95%) for the capital-raising special resolution, it was zero for the related-party transaction ordinary resolutions, consistent with regulatory abstention requirements. Conversely, public institutional investors did not participate in any of the three resolutions, leaving retail and non-institutional public shareholders as the sole deciding voice for the RPT approvals. The negligible dissent—only 48 votes against the FCW issuance out of nearly 7 million polled—indicates minimal resistance to the proposed equity dilution structure.