RMC Switchgears Ltd

Appointment of Independent Director

• Shareholders approved Dilip Panjwani's appointment as Independent Director via postal ballot.
• Appointment effective from 12 September 2026.
• Term/tenure not specified in filing.
• Profile: Chartered Accountant and Company Secretary with 25+ years in finance and governance.
• Experience includes CFO roles, strategic finance, internal controls, and investor relations.
• Education: B.Com, CA, CS.
• No relationship with existing directors or KMP.
• Not debarred from holding director position by SEBI or other authorities.

Item 1 — Ordinary resolution: land purchase from related party

• Approved; land purchase from Mr. Ankit Agrawal, related party; 88,187 in favour, 12,133 against; 1,00,320 votes polled (87.90%).

Item 2 — Special resolution: independent director appointment

• Approved; Independent Director Dilip Panjwani; 99.90% in favour; 55,36,258 of 55,41,580 polled; term not disclosed.

RMC Switchgears Ltd trading window closed from October 01, 2026 until the expiry of 48 hours from the date of declaration of Financial Results (Standalone and Consolidated) for the quarter and Half Year ended September 30, 2026.

AGM details

• Date: 19 Sep 2026; Time: 12:00 PM; Mode: VC/OAVM; Record date: 12 Sep 2026.

Resolutions & outcomes

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements; passed with 99.98% in favour.
• Item 2 (Ordinary): Re-appoint Neha Agarwal; liable to retire by rotation.
• Item 3 (Ordinary): Increase in authorised share capital; passed 99.98% in favour.
• Item 4 (Ordinary): Ratify remuneration of Cost Auditors for FY2026-27; passed 99.98%.
• Item 5 (Special): Remuneration to Mr. Akhilesh Kumar Jain, Non-Executive Director; passed 99.97%.
• Item 6 (Special): Grant loans and guarantees to subsidiaries; passed 97.96%.
• Item 7 (Ordinary): Approval of material related party transactions with subsidiaries; passed 98.06%.

Directors & auditors

• Director changes: Neha Agarwal re-appointed as director; liable to retire by rotation.
• Auditors: Cost Auditors remuneration ratified for FY2026-27.

Related party transactions

• Material related party transactions with subsidiaries approved.

AGM Details

• Date and start time: 19 Sep 2026, 12:00 PM IST.
• Mode: VC/OAVM; concluded at 1:05 PM IST.
• Remote e-voting conducted 15–18 Sep 2026, 9:00 AM–5:00 PM.
• Attendance: 37 members attended the AGM.

Key Resolutions

• Adoption of Financial Statements.
• Appointment of director by rotation.
• Increase in authorised share capital.
• Ratify remuneration of Cost Auditors for the year.
• Approval of remuneration to non-executive director.
• Grant loans/guarantees to subsidiaries and provide security for loans.
• Approval of material related party transactions with subsidiaries.

Voting Status

• Resolution 1: Outcome to be communicated.
• Resolution 2: Outcome to be communicated.
• Resolution 3: Outcome to be communicated.
• Resolution 4: Outcome to be communicated.
• Resolution 5: Outcome to be communicated.
• Resolution 6: Outcome to be communicated.
• Resolution 7: Outcome to be communicated.

KMP Appointment

• Tarun Kumar Sharma appointed COO as Senior Management Personnel; MBA with 34 years' experience, previously with VHEL Limited.

Business overview

• Core business spans electrical products, EPC services, and solar EPC.
• Platform strategy combines enclosures with PulseBox IP-led tech for higher value.
• Manufacturing facility expanded to 800,000 sq ft capacity.
• Growing partnerships with state utilities and EPCs support expansion.
• Main Board listing on BSE/NSE since April 1, 2026.

Operational highlights

• August 2026: 12 LOAs from Paschim Gujarat Vij Co. Ltd worth ₹333.80 crore.
• Confirmed unexecuted order book about ₹1,188 crore.
• Q1 FY27 consolidated revenue ₹37.24 crore; standalone ₹31.85 crore.
• PulseBox: 10 DTs live, 5+ states; 3 states in advanced discussions.
• Capacity expanded to 300,000 SMC enclosures annually.
• 249 kW solar plant installed at manufacturing facility.
• Independent Director Manisha Godara appointed 24 May 2026; June 2026 senior management appointments.

Financial performance

• Consolidated revenue ₹37.24 crore; down 55.95% YoY.
• Standalone revenue ₹31.85 crore; down 58.03% YoY.
• Consolidated gross margin 44.87%; standalone 46.84%.
• Consolidated EBITDA ₹7.75 crore; margin 20.81%.
• Standalone EBITDA ₹6.28 crore; margin 19.72%.
• Consolidated PAT ₹2.08 crore; margin 5.59%.
• Standalone PAT ₹1.15 crore; margin 3.60%.
• FY2026 segment revenue: Electrical Products ₹96.48cr; Electrical EPC ₹96.13cr; Solar EPC ₹208.99cr.
• Segment margins: Electrical Products 9%; Electrical EPC 18%; Solar EPC 17%.
• Consolidated EPS ₹1.97; standalone ₹1.08.

Capital structure & liquidity

• Short-term borrowings ₹89.38 cr; long-term borrowings ₹13.70 cr.
• Standalone equity ₹10.58 cr; reserves ₹113.33 cr; total equity.
• Consolidated reserves ₹119.88 cr; total equity.
• Cash and bank balances: standalone ₹11.26 cr; consolidated ₹13.23 cr.

Strategic priorities & outlook

• Platform one foundation; Platform two IP-led growth over next decade.
• PulseBox positioned for RDSS-aligned LT distribution upgrades.
• Target >30% CAGR in 3–5 years; expanding across northern, western, central India.
• Cross-segment selling to drive higher margins; reduce working capital intensity.

Risks & mitigations

• Billing lags awards; revenue recognition follows commissioning.
• Execution risk and government capex dependence; mitigate via diversified backlog.
• Plan to reduce working capital intensity.

Governance & leadership

• Listed on BSE/NSE Main Board effective 1 April 2026.
• Independent Director Manisha Godara appointed 24 May 2026.
• Vikash Verma named Deputy CFO; Ojas Sethi as Head of Finance in June 2026.