Rossell Techsys Ltd

Rossell Techsys Ltd: Trading Window closed from Oct 01, 2026 till 48 hours of conclusion of the Board Meeting for approval of unaudited financial results for the quarter and half year ending Sep 30, 2026

AGM details

• Date/time: 24 Sep 2026, 11:00 AM; end 12:05 AM via VC/OAVM.
• Record date: 17 Sep 2026; shareholders on record: 29,687.

Resolutions and outcomes

• Adoption of standalone and consolidated financial statements for year ended 31 Mar 2026 — passed.
• Appointment of director in place of Mohan Gupta (retiring by rotation) — passed.
• Re-appointment of Arvind Ghei as Independent Director — passed.
• Re-appointment of Shobhana Joshi as Independent Director — passed.
• Overall voting across resolutions: ~99.996% in favour.

Director changes

• Mohan Gupta retires by rotation.
• Independent Directors Arvind Ghei and Shobhana Joshi re-appointed.

Dividend

• Final dividend of INR 0.30 per share approved.

AGM Details

• AGM held on 24 September 2026 at 11:00 IST via VC/OAVM.
• Deemed venue: Jindal Towers, Kolkata.
• Meeting concluded at 12:05 IST; 15 minutes for e-voting.

Key Resolutions

• Ordinary: Adopt Audited standalone and Consolidated Financial Statements for FY ended 31 March 2026.
• Ordinary: Appoint Harsh Mohan Gupta by rotation and reappoint if eligible.
• Ordinary: Declare final dividend of INR 0.30 per equity share.
• Special: Re-appoint Arvind Ghei as Independent Director.
• Special: Re-appoint Shobhana Joshi as Independent Director.

Voting Status

• Voting results pending; Scrutinizer’s report awaited.

Director Changes

• Harsh Mohan Gupta for re-appointment by rotation.
• Arvind Ghei re-appointed as Independent Director.
• Shobhana Joshi re-appointed as Independent Director.

Auditors

• No auditor appointments or changes announced.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Milestones / Approvals

• Obtained AS9110 MRO certification.
• Obtained Domestic Tariff Area licence.
• Leased new facility to support Semiconductor and Space programs.

Resolution overview

• Special resolution to issue 25,72,898 equity shares via preferential issue.
• Issue price Rs 1,166 per share; aggregate Rs 299,99,99,068.
• Proposed allottees are non-promoters: SBI Mutual Fund schemes and SBI Optimal Equity Fund.
• Post-issue stake for these allottees: 6.39% total; 5.75% and 0.64% individually.
• Lock-in 6 months; shares to be listed on BSE & NSE.
• Allotment to be completed within 15 days of approval; listings to follow.
• Promoters/directors not participating; no change in control anticipated.

Shareholding impact

• Promoters' stake dilutes from 69.90% to 65.43%.
• Non-promoter stake rises to 34.56%.

Use of proceeds & objects

• Objects: debt repayment and general corporate purposes.
• Utilisation: debt repayment within 6 months; other uses within 12 months.

Governance & timeline

• Allotment within 15 days of approval; listing approvals to follow.
• Monitoring by CARE Edge; quarterly reports to stock exchanges.
• No board/management changes disclosed.

Fundraising details

• Purpose: fundraise via private preferential issue to non-promoter QIBs.
• Securities: 25,72,898 equity shares of ₹2 each.
• Aggregate amount: ₹299,99,99,068 payable in cash.
• Issue price: ₹1,166 per share (₹1,164 premium).
• Allottees: SBI Mutual Fund and SBI Optimal Equity Fund.
• Post-issue stake: SBI Mutual Fund 5.75%, SBI Optimal Equity Fund 0.64%.
• Combined post-issue stake: 6.39%.
• Approval: shareholder approval via Extraordinary General Meeting on Oct 15, 2026.
• Status: Board approved; subject to requisite regulatory approvals.
• No disclosed changes to authorised capital or MOA/AOA.
• Cancellation/variation: none disclosed.

Meeting Details

• Board meeting on September 18, 2026; time and venue not disclosed.

Key Agenda Items

• Proposal to issue equity shares via preferential allotment to select investors.
• Extraordinary general meeting to obtain shareholder approval for the fund-raising proposal.

Other Notes

• Trading window closed for designated persons and immediate relatives from September 15, 2026; reopens after 48 hours.

Financial performance

• FY25-26 revenue rose 87% YoY to INR 485 Crores.
• Standalone EBITDA: INR 6,172.5 Lakhs; Consolidated: INR 6,263.23 Lakhs.
• PAT stood at INR 2,074.00 Lakhs (Standalone); INR 2,189.25 Lakhs (Consolidated).
• Consolidated PBT: INR 2,860.05 Lakhs; PAT: INR 2,189.25 Lakhs.
• Export revenue share: 99% of total revenue.
• Record order visibility: INR 3,000 Crores base; INR 800 Crores PO.
• Expansion of capacity with 210,000 sq ft leased facility.

Capacity and footprint

• Leased additional 210,000 sq ft manufacturing facility near Bengaluru.
• Tempe, USA Unit 2 to be operational by FY2026-27.
• Total footprint ~4.5 lakh sq ft across India and US.
• Investments in automation and digital manufacturing to boost productivity.

Diversification and growth strategy

• Diversifying into semiconductor equipment and space sectors.
• AS9110 MRO certification opens Indian domestic maintenance market.
• Commercial aerospace program participation to broaden addressable market.
• US expansion via Rossell Techsys Inc. to support global programs.

Capital structure and liquidity

• Borrowings: INR 40,940.54 Lakhs; cash: INR 4,749.84 Lakhs.
• Net debt to equity: 2.34x; market cap: INR 2,504 Crores.
• Credit rating BBB from India Ratings & Research.
• Proposed final dividend: INR 0.30 per share; AGM on 24 Sep 2026.

Dividend and capital actions

• AGM: 24 September 2026; remote e-voting Sept 20-23, 2026.
• QIP planned to accelerate next growth phase.

Governance and risk management

• Board comprises six directors; three Independent; structured governance.
• Independent Directors: Arvind Ghei, Shobhana Joshi, Talari Suvarna Raju.
• Whistle Blower policy in place; robust risk management framework.
• Auditors: M/s Raghavan, Chaudhuri & Narayanan; no material qualifications.

CSR and ESG

• CSR spend: INR 15.25 Lakhs; focus on education, nutrition, water.
• Programmes supported with Shanti Bhavan, Akshaya Patra, WMG Foundation.