Resourceful Automobile Ltd

Resourceful Automobile Limited – Closure of Trading Window from 01 October 2026 for the Half year ended 30 September 2026; the trading window shall remain closed till 48 hours after the announcement of the said financial results.

Resolution details

• Special resolution to issue up to 3,00,000 convertible equity warrants to Rahul Sawhney.
• Warrants convertible into one equity share at Rs 51 per warrant, up to Rs 1.53 crore.
• Conversion window of 18 months from allotment for warrant exercise.
• 25% upfront payment and 75% on exercise of warrants.
• Lock-in, demat listing, and pari-passu ranking with existing shares on equity issue.
• Promoter group other than Rahul Sawhney not subscribing to warrants.
• Post-issue promoter holding rises to 51.15% from 45.63%.
• No change in management or control due to warrant issue.
• Use of proceeds: showroom expansion in Delhi/NCR, working capital, general corporate purposes.
• Proceeds expected up to Rs 1.53 crore to be received over 18 months.
• Monitoring agency not required for proceeds under Rs 100 crore.
• Price floor Rs 50.85; issue price Rs 51 per warrant.
• Post-issue equity shares to be listed on BSE in dematerialised form.
• Board authorized to implement resolutions and related actions.

Promoter warrants issuance

• Board approved issue of up to 3,00,000 convertible equity warrants to promoter category.
• Warrants issued at Rs 51 per warrant, aggregating Rs 1,53,00,000.
• Conversion into equity shares subject to shareholder approval via Special Resolution.
• Issuance to be in one or more tranches under ICDR and Companies Act provisions.
• Post-issue promoter holding for Rahul Sawhney to be 51.15%.

EGM for approval

• Extraordinary General Meeting to be convened for approval of the preferential issue.

Scrutinizer appointment

• Ms. Mayuri Sinha appointed Scrutinizer for e-voting process.

Regulatory compliance

• Issue complies with SEBI ICDR Regulations and relevant Companies Act provisions.

Meeting Details

• Date and venue: 2 September 2026, at the Registered office, Delhi.

Key Agenda Items

• Consider fund-raising via issuance of equity and/or convertible securities including warrants on a preferential basis.
• Other permissible matters may be considered with the approval of the Chair.

Other Notes

• Trading window closed for designated persons from Aug 26, 2026 until 48 hours after Sep 2, 2026.

AGM details

• AGM held on 11 August 2026 at 12:30 PM IST via VC/OVAM.
• Record date for voting: 04 August 2026.
• Meeting ended at 12:50 PM.

Resolutions and outcomes

• Resolution 1: Adopt audited financial statements; passed as Ordinary Resolution.
• Resolution 2: Reappointment of retiring director; passed as Ordinary Resolution.
• Resolution 3: Appoint Nahar V & Co as Statutory Auditors; passed.
• Resolution 4: Fill casual vacancy of Statutory Auditor; passed.
• Resolution 5: Remuneration exceeding Section 197 limits for MD; passed as Special Resolution.
• Resolution 6: Remuneration exceeding Section 197 limits for ED Megha Chawla; passed.
• Resolution 7: Remuneration exceeding Section 197 limits for NED Bindu Sawhney; passed.

Directors changes

• Director to replace retiring Bindu Sawhney; eligible for reappointment; passed.

Auditor appointments

• Statutory Auditors appointed: M/S Nahar V and Company.
• Casual vacancy filled; appointment for the same firm.

Remuneration approvals

• Remuneration exceeding limits approved for MD Rahul Sawhney.
• Remuneration exceeding limits approved for Megha Chawla.
• Remuneration exceeding limits approved for Bindu Sawhney.

AGM Details

• AGM held on 11 August 2026 at 12:30 PM IST via video conference/AV.
• Quorum verified; meeting commenced at 12:30 PM.

Resolutions

• Ordinary: Adoption of audited financial statements and reports.
• Ordinary: Reappointment by rotation of a director.
• Ordinary: Appointment of statutory auditors.
• Ordinary: Appointment to fill casual vacancy in statutory auditors.
• Special: Remuneration beyond Section 197 limits for Managing Director.
• Special: Remuneration beyond Section 197 limits for Executive Director.
• Special: Remuneration beyond Section 197 limits for Non-Executive Director.

Financial performance

• Revenue from operations ₹2,625.91 lakh; up from ₹2,099.86 lakh.
• PAT ₹151.01 lakh; EPS ₹5.69.
• CFO negative ₹811.65 lakh; year-end cash ₹103.40 lakh; financing inflow ₹569.60 lakh.

Business operations

• Yamaha two-wheeler dealership under Sawhney Automobile.
• New showroom inaugurated 17 July 2025 at Tilak Nagar, New Delhi.
• Single-segment business with strong online presence and after-sales service.

Capital structure & liquidity

• Share capital ₹265.59 lakh; authorized ₹12 crore.
• Issued 10,24,800 new shares; total outstanding 26,55,945.
• IPO raised ₹11.99 crore in 2024-25.
• End-year cash ₹103.40 lakh; current ratio 2.92; debt-to-equity 0.30.

Governance & board matters

• Board as on 31-03-2026: Rahul Sawhney (MD); Megha Chawla (ED); Bindu Sawhney (NED); Punita Gupta; Dinesh Durgani; CFO Vikas Bhatia; CS Shilpi Shukla.
• Manju Verma resigned 30 May 2025; Punita Gupta appointed 30 May 2025.
• Board meetings held: 8 during the year.
• Remuneration limits approved for MD, ED, and NED; monthly ceilings: MD ₹8,33,300; ED ₹4,16,000; NED ₹4,16,000.

Audit, risk & compliance

• Statutory auditors M/s Nahar V & Co appointed for five years; prior auditors resigned.
• Secretarial auditor Prachi Bansal & Associates; Internal auditor A. Mishra & Associates.
• Material weakness in internal financial controls identified; remediation required.
• Pending litigations may impact financial position.

Outlook and risks

• Outlook: management optimistic about growth; expects more orders from committed customers.
• Risks: competition; GST and income tax arrears outstanding.
• CSR not applicable; POSH, whistleblower, and insider trading policies in place.

Book Closure Details

• Book closure period: 5 August 2026 to 11 August 2026 (inclusive).
• Purpose: Closure of register and transfer books for the 9th AGM.
• Record date: 4 August 2026; determines voting eligibility at the AGM.
• AGM date: 11 August 2026 at 12:30 PM IST via VC/OAVM.
• Security: Equity shares.
• Remote e-voting: 8 August 2026 9:00 AM to 10 August 2026 5:00 PM.

AGM Details

• 9th AGM scheduled for 11 August 2026 at 12:30 PM IST via VC/OAVM.
• Register of Members and share transfer books closed 5–11 August 2026 (inclusive).
• Record date fixed at 4 August 2026.

Resolutions

• Item 1 (Ordinary): Adopt audited standalone financial statements for year ended 31 March 2026.
• Item 2 (Ordinary): Re-appoint Mrs. Bindu Sawhney as Non-Executive Director.
• Item 3 (Ordinary): Appoint M/s Nahar V and Company as Statutory Auditors for five years.
• Item 4 (Ordinary): Appoint M/s Nahar V and Company to fill casual vacancy.
• Item 5 (Special): Approve MD Rahul Sawhney remuneration exceeding limits.
• Item 6 (Special): Approve ED Megha Chawla remuneration exceeding limits.
• Item 7 (Special): Approve NED Bindu Sawhney remuneration exceeding limits.

Auditors

• Item 3: Appoint M/s Nahar V and Company as Statutory Auditors for five-year term.
• Item 4: Appoint M/s Nahar V and Company to fill casual vacancy.

Directors

• Re-appointment of Mrs. Bindu Sawhney as Non-Executive Director (retiring by rotation).

Voting

• Voting results will be declared at the AGM; deemed passed subject to requisite votes.

Key decisions

• Board approved the Board Report and annexure for year ended 31 March 2026.
• Notice of the 9th AGM approved with date/time and calendar of events.
• Appointed M/s Sumit Bajaj & Associates as Scrutinizer for AGM remote voting.