Rajesh Power Services Ltd

Rajesh Power Services Ltd: Trading Window closed from October 1, 2026 till 48 hours after declaration of Standalone & Consolidated Unaudited Financial Results for the half year ending September 30, 2026

AGM Details

• AGM held on 24 Sep 2026 at 11:00 AM via VC/OAVM.
• Cut-off date for voting: 18 Sep 2026; remote voting: 21–23 Sep 2026.
• Scrutinizer's report dated 25 Sep 2026; all resolutions passed.

Resolutions and outcomes

• Item 1 Ordinary: Standalone financials adopted; passed.
• Item 2 Ordinary: Consolidated financials adopted; passed.
• Item 3 Ordinary: Final dividend declared; passed.
• Item 4 Ordinary: Executive Director reappointment; passed; related-party votes invalid.
• Note: related party votes invalid under Section 188.
• Item 5 Ordinary: Cost Auditor remuneration ratified; passed.
• Item 6 Special: Borrow money beyond paid-up capital limits; passed.
• Item 7 Special: Loans/Investments/Guarantees under Section 185; passed.
• Item 8 Special: Investments/Loans under Section 186; passed.
• Item 9 Special: Change designation from MD to Chairman and MD; passed.
• Item 10 Special: Regularization of Additional Independent Director; passed.
• Item 11 Special: Variation in terms of objects of the issue; passed.
• Item 12 Special: Related Party Transactions approval; passed; related-party votes invalid.

Auditors

• Cost Auditor remuneration for 2026-27 ratified.

Governance changes

• Designation of MD updated to Chairman and MD.
• Additional Independent Director regularized.

IPO objects variation

• AGM approved variation in IPO objects following Board and Audit Committee approval on Sept 3, 2026.
• Fresh issue comprises 27.90 lakh equity shares at ₹10 each, aggregating ₹9,346.50 Lakhs.
• OFS consists of 20.00 lakh shares, aggregating ₹6,700 Lakhs.
• Original net IPO proceeds totaled ₹7,796.93 Lakhs; ₹5,286.00 Lakhs utilized; ₹2,510.93 Lakhs unutilized.
• Modified objective reallocates unutilized proceeds to BESS Facility Setup and associated infrastructure.
• Total reallocated proceeds amount to ₹2,510.93 Lakhs for BESS facility deployment.
• No change in fresh issue or OFS size; funds redirected to BESS facility.

AGM Details

• Date/time/mode: 24 Sep 2026, 11:00 AM, via VC/OAVM on I Vote platform.
• Meeting concluded at 11:22 AM.
• Chair: Kurang Panchal (MD).
• 30 members attended.

Resolutions Presented

• Resolution 1: Adoption of standalone financial statements for year ended March 31, 2026.
• Resolution 2: Adoption of audited consolidated financial statements for year ended March 31, 2026.
• Resolution 3: Declaration of final dividend on equity shares for year ended 31 March 2026.
• Resolution 4: Reappointment of Executive Director Utsav Nehal Panchal.
• Resolution 5: Approval of cost auditor remuneration for FY 2026-27.
• Resolution 6: Borrowing beyond paid-up capital and reserves under Section 180(1)(c).
• Resolution 7: Loans, investments, guarantees or securities under Section 185.
• Resolution 8: Investments/loans/guarantees beyond Section 186 limits.
• Resolution 9: Change of designation of Kurang Panchal from MD to Chairman and MD.
• Resolution 10: Regularization of Additional Independent Director Chetash Mehta as Independent Director.
• Resolution 11: Variation in terms of objects of the issue.
• Resolution 12: Related party transactions under Section 188.

Voting Results

• Voting outcomes for all resolutions were not disclosed in the filing.

Dividend

• Final dividend on equity shares declared; amount not disclosed.

Director changes

• Reappointment of Executive Director Utsav Nehal Panchal.
• Change of designation: Kurang Panchal from MD to Chairman and MD.
• Regularization of Additional Independent Director Chetash Mehta as Independent Director.

Auditors

• Statutory auditor for FY2025-26: Dinesh R. Thakkar & Co.
• Cost auditor remuneration approved for FY2026-27.
• Secretarial auditor for FY2025-26: Aanal Satyawadi.

Related Party Transactions

• Approval of related party transactions under Section 188.

Other material approvals

• Variation in terms of objects of the issue.
• Borrowings and investments beyond limits approved under the applicable provisions.

Financial highlights

• FY26 revenue 1,627.94 Cr, up 51.85% YoY.
• EBITDA 197.16 Cr; EBITDA margin 12.11%.
• PAT 143.20 Cr; PAT margin 8.80%.
• EPS ₹79.52; Basic and diluted identical.
• Net worth 406.17 Cr; CRISIL rating A-/Stable.
• RoCE 43.6%; RoE 35.26%.
• Unexecuted order book + L1: ₹3,326 Cr.
• Order book by segment: Distribution ₹2,365 Cr (71%); Transmission ₹961 Cr (29%).
• BESS BESPA: 65 MW/130 MWh; 12-year tariff.
• BESS: ₹1.23 Cr monthly, ₹176.9 Cr annual BESPA revenue.
• HKRP stake 25.48%; HKRP platform scale: 40,000+ nodes.
• IPO proceeds: net ₹93.47 Cr; unutilised ₹25.11 Cr parked in cash credit.
• Top two customers accounted for ~56% of FY26 revenue.

Order book & pipeline

• Consolidated order book + L1: ₹3,326 Cr (as of 31 Mar 2026).
• Power Distribution order book: ₹2,365 Cr (71%).
• Power Transmission order book: ₹961 Cr (29%).
• FY26 order inflow: ₹2,743 Cr; bids awaiting result ₹2,200 Cr; pipeline ₹3,500 Cr.
• Diversified client base across government utilities, private DISCOMs, OEMs.

Growth & new capabilities

• Entered Battery Energy Storage System (BESS) with BESPA in Gujarat.
• 65 MW / 130 MWh BESPA; 12-year tariff; completion target Sept 2027.
• Technology integration: HKRP platform embedded in EPC bidding and delivery.
• HKRP capabilities include SFMS, VFS, ADMS, SEDM and SCADA enhancements.
• RPSL four verticals: Distribution, Transmission, BESS, Operations & Maintenance.

BESS & HKRP platform

• HKRP centralised 1,500+ distribution substations on a single GETCO SCADA platform.
• HKRP platform monitors 40,000+ Smart Grid nodes; 10,000+ MW of power infrastructure.
• HKRP stake in HKRP Innovations Limited: 25.48%; platform strengthens grid intelligence.
• Four-tech platform anchors next-gen grid solutions across four verticals.

IPO & growth financing

• IPO listing on BSE SME in 2024; oversubscribed 59x; listed at premium.
• Net IPO proceeds ₹93.47 Cr; utilized ₹67.21 Cr; unutilised ₹25.11 Cr parked in cash credit.
• Final dividend of ₹1 per equity share (10%) proposed for 2025-26, subject to AGM.
• Consolidated EPS and leverage metrics reflect growth post-IPO and expansion.

Governance & leadership

• Independent Director Mr. Chetash Mehta appointed; five-year term from Sep 24, 2026.
• Kurang Ramchandra Panchal to be Chairman & MD; five-year term from Sep 24, 2026; remuneration unchanged.
• Board committees formed in 2024: Audit, NRC, Stakeholder Relationship, CSR.
• Management emphasises Ind AS transition and governance with no adverse secretarial findings.

Risks & outlook

• Working capital intensity due to larger EPC scale; mitigated by forecast accuracy and receivable controls.
• High revenue concentration risk; negotiating diversification across state utilities and private clients.
• Regulatory shifts under NEP 2026 and RDSS; proactive alignment with policy changes.
• Cybersecurity risk; HKRP integration reinforces end-to-end digital grid security.
• Execution risk in multi-state projects; mitigated by ERP/AI-based progress tracking.

CSR & ESG

• CSR expenditure FY2025-26 ₹1.12 Cr; required ₹1.094 Cr; excess ₹0.013 Cr carried forward.
• CSR focus: healthcare, education, women empowerment, hunger, environment, and rural development.
• CSR committee: chaired by Rajendra Patel; two meetings held in 2025-26.
• CSR policy and projects disclosed on company website.

Ind AS transition & disclosures

• FY26 marks first-time adoption of Ind AS; comparatives restated.
• Note on Ind AS transition details: deemed cost, OCI treatment, and retrospective adjustments.
• Ongoing monitoring of internal controls; no material weaknesses reported.

Financial highlights

• Consolidated revenue ₹1,627.94 crore in FY26, up 51.85% YoY
• EBITDA ₹197.16 crore, up 59.14% YoY
• PAT ₹143.20 crore; PAT margin 8.8%
• EBITDA margin 12.11%; ROCE 43.6%; ROE 35.26%
• EPS (basic) ₹79.52 for FY26

Growth & momentum

• Order inflow for FY26: ₹2,743 crore
• Unexecuted order book + L1: ₹3,326 crore
• Distribution order book ₹2,365 crore; Transmission ₹961 crore
• YoY growth: revenue 51.85%, EBITDA 59.14%

Strategic moves: BESS and digital

• Entered BESS with 65 MW/130 MWh BESPA for Gujarat
• Tariff ₹1.89 lakh per MW per month, 12-year BESPA
• HKRP Innovations stake 25.48%; integrated EPC-digital platform
• RPSL-VITS JV for 132 kV transmission lines

Balance sheet & liquidity

• Total borrowings ₹12,723.38 crore; net debt ₹12,589.86 crore
• Cash ₹133.52 crore; gearing 0.32x
• IPO proceeds unutilised ₹25.10 crore as of 31 Mar 2026

Governance & leadership

• MD to Chairman & Managing Director change approved for 24 Sep 2026
• Independent Director Mr. Chetash Mehta appointed for five-year term
• FY26 board meetings: five; independent director familiarisation program

Outlook & risks

• NEP 2026 supports long-term grid modernization and energy transition
• Growth driven by T&D expansion, RDSS, BESS, and smart grid adoption
• Risks: working capital intensity, payment delays, cyber risks, regulatory changes

CSR & ESG

• CSR spend ₹111.67 crore in FY26; focus on healthcare, education, women empowerment
• CSR policy and projects disclosed on company website

Governance updates

• Appointed Mr. Chetash Mehta as Non-Executive Independent Director for five years, effective Sep 3, 2026, pending member approval.
• Reconstituted NRC, SRC, CSR committees; NRC chaired by Chetash Mehta, with Gulati and Shah as members.
• Kurang Panchal designation changed from MD to CMD for five years, effective Sep 3, 2026, awaiting member approval.

Key Decisions

• Appointed Mr. Chetash Mehta as Additional Independent Director for 5-year term from Sept 3, 2026.
• Committees reconstituted: NRC chaired by Chetash Mehta; SRC and CSR with updated members.
• Designation change: Kurang Ramchandra Panchal from MD to Chairman and MD for 5 years.
• 17th AGM scheduled on Sept 24, 2026 via VC; e-voting Sept 21–23; record date Sept 18.
• Borrowing powers: Special resolution to raise board borrowing up to 1500 crore.

Appointments/Resignations

• Regularization of Mr. Chetash Mehta as Independent Director for 5 years.
• Reappointment of Mr. Utsav Nehal Panchal as Executive Director/CEO.

Corporate Actions

• Variation in IPO objects: authorization to vary IPO proceeds utilization.
• Approval of related party transactions up to prescribed omnibus cap; aggregate cap 786 crore for FY 2026-27.

Related Party Transactions

• Material related party transactions include HKRP Innovations Limited and others with omnibus cap of 786 Crores.