Rajasthan Tube Manufacturing Company Ltd

EOGM outcomes

• EOGM held on 20 August 2026; Scrutinizer's Report and Voting Results enclosed.
• Resolution 1 approved: Issuance of warrants on a preferential basis.
• Resolutions 2 and 3 approved: Regularisation of two additional independent directors.
• Resolution 4 approved: Amended Memorandum of Association.
• Resolution 5 approved: New set of Articles of Association.
• Total valid votes 18,582 with 99.94% in favour; 0.053% against.
• Appointments: Mahendra Soni and Ranjit Kumar Pandey appointed as Independent Directors.
• NSDL e-voting used; remote voting Aug 17–19, 2026; cut-off Aug 13, 2026.

Resolutions

• Special: Issuance of warrants on a preferential basis and related matters.
• Special: Regularisation of Mahendra Soni as Independent Director (Non-exec).
• Ordinary: Regularisation of Ranjit Kumar Pandey as Independent Director.
• Special: Adoption of amended Memorandum of Association.
• Special: Adoption of new set of Articles of Association.

Voting status

• Results of voting to be submitted to exchanges and posted on the company website.

Meeting basics

• 78 members attended; quorum present; meeting held via VC/OAVM on Aug 20, 2026.

Advertisement of un-audited Q1 2026 results

• Newspaper ads published for un-audited Q1 2026 results (quarter ended 30 June 2026).
• Advertisements appeared in Financial Express (English) and Business Remedies (Hindi).
• Publication complied with Regulation 47 of SEBI LODR 2015.

Q1 2026 standalone results

• Integrated Filing (Financial) for quarter ended 30 June 2026 submitted.
• Net sales from operations for the quarter were 5.56 Lacs; year-ago quarter was 1,344.97 Lacs.
• Total expenses were 2.72 Lacs; year-ago quarter expenses 1,454.96 Lacs.
• Profit after tax for the quarter: 2.85 Lacs; EPS 0.01.
• Auditor's limited review indicates no material misstatement; no audit opinion issued.
• Board approved the unaudited results on 14 August 2026.

Quarterly results

• Q1 FY27 unaudited: Income from operations Rs 5.56 Lacs; total income Rs 5.56 Lacs.
• Profit after tax Rs 2.85 Lacs; Basic/Diluted EPS Rs 0.01.
• Single reportable segment: ERW steel tubes; no segment reporting.
• Board approved results on 14 Aug 2026; filed on 15 Aug 2026.
• March 31, 2026 figures include balancing figures between audited full-year and nine months.
• No investor complaints during the quarter.

Financial results and approvals

• Board approved unaudited standalone Q1 FY2026 results for quarter ended 30 June 2026.
• Total income from operations: Rs 5.56 Lacs.
• Net profit after tax: Rs 2.85 Lacs; Basic EPS: Rs 0.01.
• Single reportable segment; no segment information disclosed.

Audit and regulatory disclosures

• Limited review conducted by Kapil Kumar Agarwal & Associates; not an audit.
• March 2026 quarter reviewed by Bakliwal & Co; unmodified opinion.
• Balancing figures for March 2026 included between audited full-year and unaudited nine months.
• No investor complaints received in quarter ended 30 June 2026.
• Results prepared per Ind AS and Regulation 33 of LODR.

EGM details

• EGM scheduled for 20 August 2026 at 3:00 PM IST via VC/OAVM.
• Remote e-voting from 17 to 19 August 2026; cut-off date 13 August 2026.
• Scrutinizer appointed: Prachi Bansal, ACS, Membership No. A43355.

Resolution 1 – Warrants preferential issue

• Type: Special; approve preferential issue of up to 6,21,00,000 warrants.
• Warrants exercisable into one equity share at Rs 15 per warrant.
• Warrants exercisable over 18 months from allotment in one or more tranches.
• Floor price Rs 14.20; relevant date 21 July 2026.
• Proposed allottees: 53 public entities.
• Minimum 25% upfront payment; 75% on exercise.
• Warrants carry no voting rights until exercised.
• Warrants and resulting shares to be listed; Board to finalize filings.
• Promoters/directors not subscribing; allottees are public.
• Total proceeds up to Rs 93.15 crore.

Resolution 2 – Regularisation of Mahendra Soni

• Type: Special; appoint Mahendra Soni as Independent Director.
• Term: Five years to 29 May 2031; not liable to retire by rotation.
• Subject to independent databank registration; Board to handle filings.

Resolution 3 – Regularisation of Ranjit Pandey

• Type: Special; appoint Ranjit Kumar Pandey as Independent Director.
• Term: Five years to 29 May 2031; not liable to retire by rotation.
• Subject to independent databank registration; Board to handle filings.

Resolution 4 – Amend MOA

• Type: Special; adopt amended MOA aligned with Companies Act 2013.
• Realign Object and Liability Clauses per Table A; no change in main objects.
• Board and KMP authorized to implement and sign documents.

Resolution 5 – Adopt new AO A

• Type: Special; adopt new Articles of Association aligned with Companies Act 2013.
• Board authorized to effect changes and handle regulatory filings.

Capital raise and use of proceeds

• Total issue size up to Rs 93.15 crore via 6,21,00,000 warrants.
• Use: 75% working capital; 25% general corporate purposes.
• Proceeds to be received within 18 months; utilised within 24 months.
• Interim deployment in scheduled banks; no monitoring agency due to Rs 100 crore cap.
• Valuation: floor price Rs 14.20; issue price Rs 15; price not recomputed.
• Proposed allottees comprise 53 public entities; promoter contribution noted as Rs 5.25 crore.

Shareholding impact

• Pre-issue promoter stake 16.80% (75,71,130 shares); post-issue 7.06%.
• Post-issue total shares: 10,71,78,000; promoter dilution evident.
• Chanchal (Non-Executive Director) contributes Rs 5.25 crore toward warrants.

Other disclosures

• Valuer: AN Gawade; floor price and valuation report referenced.
• No change in board composition or control after preferential issue.
• Certificate of Practicing Secretary Prachi Bansal hosted on company site.

Fundraising via Warrants

• Approved preferential issue of up to 6.21 million warrants at ₹15 each to public investors.
• Valuation report by Mr. A. N. Gawade obtained; relevant date July 21, 2026.

Independent Directors Regularisation

• Recommend regularisation of Mahendra Soni and Ranjeet Pandey as Independent Directors for 5 years, effective May 30, 2026.

MOA and AOA Amendments

• Adoption of amended MOA per Companies Act, 2013, subject to shareholder approval.
• Adoption of new set of AOAs aligned with Companies Act, 2013.

EGM Details

• EGM scheduled for 20 August 2026 via VC/OAVM.
• Scrutinizer appointed: Prachi Bansal, Company Secretary, for EGM.
• 53 investors identified for warrant allotment; post-issue ownership to be disclosed.

Rajasthan Tube Manufacturing Company Ltd trading window closed from July 20, 2026 until 48 hours after the declaration of the Board Meeting outcome.