Raghunath Tobacco Company Ltd

Sunil Singh: Independent Director cessation

• Mr. Sunil Singh, Independent Director/Non-Executive Director, ceased on 30/09/2026.
• Type of cessation: completion of tenure.
• Effective date: AGM conclusion on 30/09/2026.
• Reason: completed second five-year term.
• Tenure served: second five-year term.
• Impact on board/committees: committee chair roles ceased.
• Audit Committee chair, Nomination & Remuneration chair, Stakeholder Relationship chair, Risk Management chair ceased.
• Other listed entity directorships: Not disclosed.
• Relationship with other directors: Not disclosed.

AGM Details

• Date and time: 30 September 2026, 02:30 PM to 03:30 PM.
• Mode: Physical meeting with electronic voting facility.
• Venue: 8/226, Second Floor, SGM Plaza, Arya Nagar, Kanpur.
• Chair: Mr. Ajay Kumar Jain.
• Scrutinizer for e-voting: Mr. Sushil Kumar Gupta.

Ordinary Business

• Adoption of audited financial statements and board's report for FY 2025-26.
• Re-appointment of director retiring by rotation.

Special Business

• Appoint Mrs. Pooja Agrawal as Independent Director for up to five years from Sep 1, 2026.
• Special Resolution to empower Directors to sell, mortgage, or dispose under Section 180(1)(a).
• Special Resolution to borrow funds under Section 180(1)(c) subject to shareholder approval.
• Special Resolution to give loans, guarantees or securities under Section 186.
• Special Resolution to approve Related Party Transactions under Section 188.

Director Changes

• Ajay Kumar Jain retires by rotation and offers re-appointment.
• Appoint Mrs. Pooja Agrawal as Independent Director from Sep 1, 2026.
• Subject to member approval at ensuing AGM.

Voting Results

• Ordinary Resolution: Adoption of financial statements — outcome not disclosed.
• Ordinary Resolution: Re-appointment of director — outcome not disclosed.
• Special Resolution: Appointment of Independent Director — outcome not disclosed.
• Special Resolution: Powers for sale/lease/mortgage — outcome not disclosed.
• Special Resolution: Borrowing powers — outcome not disclosed.
• Special Resolution: Loans/guarantees/securities — outcome not disclosed.
• Special Resolution: Related Party Transactions — outcome not disclosed.

RTCL Limited trading window closed from Oct 1, 2026 till the expiry of 48 hours after the announcement/declaration of unaudited financial results for the quarter and half year ended Sep 30, 2026.

Financials (Standalone)

• Turnover/Total income for year ended 31 Mar 2026: 262.10 Lakhs.
• Net profit after tax: 176.13 Lakhs; basic EPS: 1.46.
• Auditors qualify due to Ind AS 109 investments; impact not quantified.
• Debtors outstanding totaled 52.66 Lakhs; Rs 38.54 Lakhs overdue >6 months; no provision.
• Inventory and advances disputed; no provision recorded.

Consolidated view

• Consolidated turnover/total income: 262.10 Lakhs; PAT: 176.14 Lakhs; EPS: 1.47.
• Total assets: 5096.17 Lakhs; total liabilities: 564.10 Lakhs; net worth: 4,512.10 Lakhs.

Audit qualifications & matters

• Ind AS 109 investment accounting at cost; fair value difference not quantifiable.
• Emphasis on debtors, inventories, and fixed assets; no opinion change.
• Ongoing dispute with Superior Fabrics; Rs 67.81 Lakhs arbitration; Delhi HC matter ongoing.

Notice dispatch to shareholders

• Notice of 32nd AGM and Annual Report for FY2025-26 dispatched on 02 Sep 2026.
• Electronic delivery via registered email; physical/QR code dispatch for non-email shareholders.
• AGM scheduled for 30 Sep 2026 at 2:30 PM in physical mode.

Postal dispatch confirmation

• Department of Posts confirms 7,621 notices dispatched by ordinary post on 02 Sep 2026.
• Postage 5.00 per article; weight up to 10 grams.
• Dispatch covers 7,621 shareholders as per company records.
• Dispatch date noted as 02 Sep 2026; Delhi 110007.

AGM details

• AGM date/time: 30 September 2026, 02:30 PM, in-person at Kanpur.
• Remote e-voting from 27 Sep 2026 09:00 to 29 Sep 2026 17:00; cutoff 23 Sep 2026.

Ordinary business

• Adopt Audited Financial Statements including Consolidated for FY ended 31 March 2026.
• Re-appoint Ajay Kumar Jain by rotation.

Special business

• Appoint Pooja Agrawal as Independent Director for five-year term.
• Authorize sale/lease/mortgage of assets to secure loans up to 300 crore.
• Approve Board borrowing powers up to Rs 300 crore.
• Approve Board to make loans/investments/guarantees up to Rs 300 crore.
• Approve related party transactions with annual caps and listed counterparties.

Governance notes

• Independent Director appointment requires member approval via special resolution.

Key resolutions

• AGM date set for 30 September 2026 at 2:30 PM at Kanpur registered office.
• Ordinary business: adoption of audited financial statements for year ended 31 March 2026.
• Director Ajay Kumar Jain to be considered for re-appointment.
• Independent director: appoint Mrs. Pooja Agrawal as Additional Director from 01 September 2026.
• Term for Independent Director: up to five consecutive years, from Sep 2026 to Aug 2031.
• Asset-related resolution: authorize sale, lease, mortgage, or disposal of assets up to Rs 300 crore.
• Borrowing powers: board authorized to borrow up to Rs 300 crore, with terms to be determined.
• Investment powers: board to invest/loan/guarantee up to Rs 300 crore.
• Related party transactions: annual caps with specified parties under Section 188.
• AGM details and e-voting process included; proxy facility and cut-off dates.

Board decisions and AGM setup

• The Board approved the minutes of the previous meeting.
• Board approved the Board's Report for FY ended 31 March 2026 for AGM.
• NSDL appointed as E-Voting Agency for AGM; voting schedule, cut-off date, and remote voting approved.
• Appointed Mrs. Pooja Agrawal as Independent Director effective 01 Sep 2026.
• AGM schedule: cut-off 23-09-2026; voting 27-09 to 29-09-2026; AGM on 30-09-2026 at 2:30 PM.

Appointment of Independent Director

• Appointed Mrs. Pooja Agrawal as Independent Director for five years from Sept 1, 2026 to Aug 31, 2031.
• Profile: CS, ICSI associate, B.Com, M.Com in Accounts and Law; 5+ years in compliance.
• Not related to any other Company directors.
• Not debarred by SEBI or other authorities.
• Subject to shareholders' approval within three months.