Rajoo Engineers Ltd

Director appointments

• Sunil Jain appointed Director (Non-Executive, Non-Independent), effective 01-Jul-2026; liable to retire by rotation.
• Hetal Bhavesh Dobariya appointed Director (Non-Executive, Independent) for five-year term, not liable to retire by rotation, effective 01-Sep-2026.

AGM Details & Resolutions

• AGM held 29 Sep 2026, 12:00–12:35 PM, physical at Veraval.
• Record date 22 Sep 2026; last date for postal ballots 29 Sep 2026.
• Scrutinizer's report issued for remote e-voting and AGM ballot results.
• Resolution 1: Adoption of audited standalone and consolidated financial statements; passed.
• Resolution 2: Declaration of final dividend; Rs 0.15 per share; passed.
• Resolution 3: Reappointment of Khushboo Chandrakant Doshi; passed; minimal opposition.
• Resolution 4: Reappointment of Utsav Kishorbhai Doshi; passed; minimal opposition.
• Resolution 5: Ratification of Cost Auditor's remuneration for FY 2026-27; passed.
• Resolution 6: Appointment of Sunil Jain as Director; passed; minimal opposition.
• Resolution 7: Payment of professional fees to Sunil Jain and Pratik Kothari; passed.
• Resolution 8: Appointment of Hetal Dobariya as Independent Director; passed; special.
• Dividend details: Final dividend Rs 0.15 per share; total around Rs 2.68 Crore.
• Auditor: Cost Auditor remuneration Rs 40,000 plus GST; ratified.
• Material RPTs: none disclosed.
• Other approvals: Independent director appointment; governance-related approvals.

AGM details

• AGM held Sept 29, 2026, 12:00–12:35, at registered office (physical).

Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements and auditors’ reports.
• Ordinary: Final dividend of Rs 0.15 per equity share.
• Ordinary: Re-appointment of Khushboo Doshi (retiring by rotation).
• Ordinary: Re-appointment of Utsav Doshi (retiring by rotation).
• Special: Ratification of remuneration for Shailesh Thaker & Associates (Cost Accountants) for FY2026.
• Special: Appoint Sunil Jain as Director (Non-Executive, Non-Independent).
• Special: Approve professional fees to Sunil Jain and Pratik Kothari.
• Special: Appoint Hetal Dobariya as Independent Director.

Voting status

• Voting results will be disclosed after Scrutinizer’s report.

Rajoo Engineers Ltd trading window closure from October 01, 2026 until 48 hours from the declaration of the Unaudited Financial Results of the Company for the Second Quarter & Half Year ending on September 30, 2026

Partnership details

• Strategic partnership covers Thailand, Indonesia, Malaysia and the Philippines.
• Expands market reach and provides local engineering, service and application support.
• Covers Rajoo technologies: blown film extrusion, extrusion coating and lamination, sheet extrusion, thermoformers.
• Supports customers in Southeast Asia with local project planning and lifecycle service.
• Aligns with Rajoo's international growth strategy to increase regional access and support.

agm details

• Date/time: 29 September 2026, 12:00 PM.
• Mode: Physical at registered office, Veraval.
• Record date for dividend: 22 September 2026.

key resolutions

• Adopt standalone and consolidated financial statements for FY 2025-26.
• Declare final dividend for FY 2025-26.
• Re-appoint Khushboo Chandrakant Doshi as Director by rotation.
• Re-appoint Utsav Kishorbhai Doshi as Director by rotation.
• Ratify cost auditor remuneration for FY 2026-27.
• Appoint Sunil Jain as Director, Non-Executive, Non-Independent.
• Approve professional fees to Sunil Jain and Pratik Kothari up to Rs 1 crore per director annually.
• Appoint Hetal Dobariya as Independent Director for five-year term.

dividend

• Final dividend of Rs 0.15 per share for FY 2025-26.

director changes

• Khushboo Doshi re-appointed as Managing Director (by rotation).
• Utsav Doshi re-appointed as Joint Managing Director (by rotation).
• Sunil Jain appointed as Director (Non-Executive) from 01-Jul-2026.
• Hetal Dobariya appointed Independent Director from 01-Sep-2026 (Additional).

auditors

• Reappointment of Cost Auditors M/s Shailesh Thaker & Associates.
• Remuneration for cost audit FY 2026-27: Rs 40,000 plus GST.

related party transactions

• No material related party transactions approved.

other material approvals

• No other material approvals reported.

Financial highlights

• Consolidated revenue from operations rose to Rs 34,425.29 lakh, up 35.72% YoY.
• Standalone revenue from operations rose 17.59% to Rs 29,828.51 lakh.
• Consolidated PAT rose to Rs 4,889.58 lakh, up 28.28%.
• Standalone PAT Rs 4,328.13 lakh; EPS Rs 2.49.
• Consolidated EBITDA Rs 6,117.47 lakh; EBITDA margin 17.77%.
• Standalone EBITDA margin 18.28%.
• Final dividend of Rs 0.15 per equity share; total payout Rs 2,680.13 lakh.
• QIP raised Rs 160 crore in July 2025.
• NSE listing completed on 29 May 2025.
• Kohli Printing acquisition: 60% stake acquired in Sep 2025.

Corporate actions & capital structure

• NSE listing completed May 29, 2025, broadening investor access.
• QIP of Rs 160 crore completed July 2025 for growth funding.
• Acquired 60% stake in Kohli Printing & Converting Machines Pvt Ltd (Sep 2025).
• ProEx Series High-Performance Blown Film Line launched at K-2025.
• Okuma Multus upgrade at Shree Yantralaya enhances in-house production.
• Paid-up capital increased to Rs 1,786.75 lakh post-QIP.
• Authorised share capital increased to Rs 20 crore.

Operations & market outlook

• Order pipeline remains robust with global demand across multiple markets.
• Kohli acquisition enables end-to-end extrusion-to-print solutions for converters.
• PROEX Series debut at K-2025 underscores focus on high-throughput, energy-efficient lines.

Dividends & capital allocation

• Final dividend for FY25-26 proposed at Rs 0.15 per equity share.
• Total dividend payout expected at Rs 2,680.13 lakh, subject to AGM approval.
• QIP proceeds underpin inorganic growth and balance-sheet strengthening.

Governance & people

• Board comprises 10 members; 5 independent; 3 women directors.
• Key management changes: CS Nikhil Gajjar exited Apr 2026; Kevin Dhruve appointed May 2026.
• Chintan Malkan appointed CFO; Jinesh Shah appointed as Chief Sales Officer in 2025.
• Secretarial audit flagged minor filing delays; remedial actions implemented.

CSR & ESG

• CSR spend Rs 52.89 lakh; CSR obligation Rs 51.25 lakh; average net profit Rs 58.50 lakh.
• CSR projects benefited 564 in healthcare, 2 in education, 20 in old age homes.
• CSR policy and committee disclosures on company website; CSR report attached in Directors' Report.
• Aspirational-district CSR activity not undertaken in FY25-26.

Subsidiaries & joint ventures

• Kohli Printing & Converting Machines Private Limited: 60% subsidiary; FY26 revenue Rs 10,892.33 lakh; PAT Rs 425.46 lakh.
• Rajoo Bausano Extrusion Private Limited: 49% JV; FY26 revenue Rs 4,699.37 lakh; PAT Rs 557.64 lakh.
• AOC-1 attached; Kohli and RBEPL form part of Group financials.

Outlook & risks

• FY27 outlook cautious; headwinds include raw material costs and logistics volatility.
• Growth driven by Kohli integration, higher-margin mix, R&D, and expanded export footprint.

Audit & governance controls

• Statutory auditors Rushabh R Shah & Co. delivered unmodified opinion.
• Internal financial controls deemed adequate; secretarial and compliance processes in place.

Record Date and Dividend Details

• Final dividend of 15% (₹0.15 per equity share) for FY2025-26, subject to AGM approval.
• Record date fixed as Tuesday, 22 September 2026, for entitlement.
• Payment will be made after AGM, subject to tax deduction at source.
• Final dividend contingent on shareholder approval at the 39th AGM.

AGM Details

• 39th AGM on 29 Sep 2026, 12:00 PM, at the registered office Veraval; physical meeting.
• Record date for dividend and e-voting: 22 Sep 2026.
• Notice and Annual Report available electronically; physical copies on request.
• Remote e-voting from 26 Sep 2026 to 28 Sep 2026.

Ordinary Business

• Adopt standalone and consolidated financial statements for FY 2025-26.
• Declare final dividend of Rs 0.15 per share (15%).
• Re-appoint Khushboo Chandrakant Doshi as Director, liable to retire by rotation.
• Re-appoint Utsav Kishorbhai Doshi as Director, liable to retire by rotation.

Special Business

• Ratify remuneration of Cost Auditors for FY 2026-27: Rs 40,000 plus GST.
• Appoint Sunil Jain as Director (Non-Executive, Non-Independent) from 01-07-2026.
• Approve professional fees to Sunil Jain and Pratik Kothari up to Rs 1 crore per director per year.
• Appoint Hetal Bhavesh Dobariya as Independent Director for a 5-year term from 01-09-2026.

Director Changes

• Khushboo Doshi reappointed; liable to rotate.
• Utsav Doshi reappointed; liable to rotate.
• Sunil Jain designated as Non-Executive Director from 01-07-2026.
• Hetal Dobariya appointed Independent Director from 01-09-2026.

Auditors & Remuneration

• Cost Auditor remuneration ratified for FY 2026-27: Rs 40,000 plus GST; expenses reimbursed.

Material Related Party Transactions

• Ongoing director-related services to two non-Executive Directors; not material; annual cap Rs 1 crore per director.

Financial highlights

• Consolidated revenue from operations rose 35.72% to ₹34,425.29 lakh.
• Consolidated PAT rose 28.28% to ₹4,889.58 lakh.
• Standalone revenue rose 17.59% to ₹29,828.51 lakh; Standalone PAT ₹4,328.13 lakh.
• Consolidated EPS ₹2.74; YoY growth 18.10%; Standalone EPS ₹2.49.
• Final dividend of ₹0.15 per equity share recommended for FY26.
• NSE listing completed on 29 May 2025; QIP ₹160 crore raised in July 2025.
• Kohli Printing stake acquired at 60% to form a key subsidiary.
• Consolidated net worth ₹34,537.34 lakh; cash & equivalents ₹10,193.56 lakh.
• Consolidated borrowings ₹24.16 crore; debt remains conservative.

Strategic developments & growth

• NSE listing broadened investor base and liquidity.
• QIP of ₹160 crore fortified balance sheet for inorganic growth.
• Acquisition of Kohli Printing & Converting Machines Pvt. Ltd. now 60% owned.
• Kohli adds printing, lamination and converting capabilities to Rajoo's extrusion platform.
• PROEX Series launch at K-2025 highlighted 30% higher throughput via RELEX 4.0.

Capital structure & liquidity

• Net worth: Consolidated ₹34,537.34 lakh; standalone ₹33,176.82 lakh.
• Cash & cash equivalents: Consolidated ₹10,193.56 lakh.
• Total borrowings: Consolidated ₹24.16 crore; debt remains conservative.
• Capital raised via QIP supports expansion and working-capital needs.

Operational & product developments

• Kohli Printing integration enables end-to-end packaging solutions from extrusion to printing.
• PROEX Series; RELEX 4.0 designed for higher throughput and energy efficiency.
• Panel Division launched to expand product & market reach; growth in exports emphasized.

Governance & management changes

• Hetal Bhavesh Dobariya appointed as Independent Director, term five years from Sept 1, 2026.
• Sunil Jain appointed Director (Non-Executive, Non-Independent) from July 1, 2026.
• Nikhil Gajjar resigned as Company Secretary; Kevin Dhruve appointed CS & Compliance Officer from May 12, 2026.
• Board and governance disclosures and familiarisation programs maintained.

CSR, ESG & sustainability

• CSR spend ₹52.89 lakh; CSR obligation ₹51.25 lakh; 5-year average net profit basis used.
• BRSR reported; focus on energy efficiency, recycled/bio-based plastics, and sustainable packaging.

Audit, risk & compliance notes

• Warranty provision identified as a key audit matter: ₹73.09 lakh, with sensitivity considerations.
• Secretarial audit flagged delays in form filing; corrective steps outlined.
• Labour codes: new framework not yet implemented; potential future impact on employee costs.

Outlook & risks

• Near-term headwinds: raw material cost volatility, logistics costs, geopolitical tensions.
• Longer-term demand for extrusion machinery remains favorable across packaging, infrastructure, and renewables.

Subsidiaries & joint ventures

• Kohli Printing & Converting Machines Private Limited: 60% subsidiary; growth through integrated solutions.
• Rajoo Bausano Extrusion Private Limited: 49% joint venture; continued collaboration in pipe & profile extrusion.