RSC International Ltd

RSC International Ltd: Trading window closed from 01 October 2026 until expiry of 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended 30 September 2026

AGM Details

• AGM held on 26 September 2026 via VC/OAVM.
• Start time 1:11 PM to 1:37 PM IST.
• Record date 19 September 2026.

Resolutions & outcomes

• Resolution 1: Adoption of standalone financial statements; passed with all votes in favour.
• Resolution 2: Director re-appointment after rotation; passed with all votes in favour.
• Resolution 3: Appointment of statutory auditors; passed with all votes in favour.
• Resolution 4: Special resolution to alter object clause and MOA; passed with all votes in favour.

Dividend

• No dividend proposed or declared.

Director changes

• Director re-appointment approved; retires by rotation.

Auditors

• Statutory auditors appointed; tenure not specified.

Related party transactions

• No material related party transactions disclosed.

Other approvals

• Alteration of object clause and MOA approved (Special resolution).

AGM Details

• AGM held via VC/OAVM according to filing.
• Remote e-voting conducted within the window; eligibility cut-off defined in notice.
• Quorum achieved via VC/OAVM.

Ordinary Resolutions

• Adopt audited standalone financial statements for the financial year.
• Re-appoint director retiring by rotation.
• Appoint statutory auditors.

Special Resolution

• Alteration of object clause and adoption of memorandum of association.

Voting Status

• Voting results pending; to be announced within prescribed timeline.
• No speakers registered; e-voting facility remains open briefly after meeting.
• Scrutinizer appointed to oversee remote and AGM votes.

Annual report access & AGM notice

• Letters providing web-link to access FY2025-26 Annual Report are being dispatched to shareholders without registered emails.
• 33rd AGM scheduled for 26 September 2026 at 01:00 PM IST via VC/OAVM; notice and report accessible online.

Financial snapshot

• Total income FY2025-26: Rs 9.91 lakh; prior year Rs 156.01 lakh.
• Net loss after tax: Rs 31.61 lakh, vs Rs 26.10 lakh prior year.
• EPS (basic/diluted): -0.55.
• Auditor's report is qualified on going concern and erosion of net worth.

Capital structure & ownership

• Equity share capital as at 31-03-2026: Rs 57,497.00 thousand (57,49,700 shares).
• Promoters Shailesh Agarwal and Ramji Das Agarwal hold 21.01% each.
• Open Offer: up to 14,94,922 shares (26% of voting capital) in 2025.
• Net worth is negative at Rs -1,326.71 thousand.

MOA changes & business scope

• Open offer completed, change in control and management.
• Alteration of MOA to align with new business scope in 2013 Act.
• MOA includes portfolio management, insurance, mutual funds, and related services.

Audit, governance & controls

• Statutory auditors: D G M S & Co resigned; Kanu Doshi Associates LLP appointed to fill casual vacancy.
• Secretarial audit flagged delays in filings and website updates; penalties paid where applicable.
• Board met 7 times in FY2025-26.

Financial position & liquidity

• Total assets: Rs 2,279.70 thousand; equity negative Rs -1,326.71 thousand.
• Current ratio: 0.63; cash and cash equivalents Rs 4.99 thousand.
• Trade receivables: Rs 2,055.50 thousand; trade payables: Rs 291.43 thousand.
• Borrowings: Rs 1,216.22 thousand.

Outlook & risks

• Outlook: stabilize operations, pursue diversification within textile objects.
• Risks: demand volatility, working capital constraints, credit risk, regulatory changes.

AGM Details

• 33rd AGM scheduled for 26 September 2026 at 01:00 PM via VC/OAVM.
• Remote e-voting period: 23 September 2026 9:30 AM to 25 September 2026 5:00 PM.
• Voting cut-off date for attendance and e-voting: 19 September 2026.

Key Resolutions

• Ordinary: Adopt Audited Standalone Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Mr. Shailesh Agrawal as Director, retiring by rotation.
• Ordinary: Appoint M/s Kanu Doshi Associates LLP as Statutory Auditors for five years.
• Special: Alter MOA object clause; adopt revised MOA and restructure.

Voting Status

• Resolution 1 status: outcome pending; results to be announced.
• Resolution 2 status: outcome pending; results to be announced.
• Resolution 3 status: outcome pending; results to be announced.
• Resolution 4 status: outcome pending; results to be announced.

Appointment of CS & CO

• Prince Gupta (ACS: 77286) appointed Company Secretary and Compliance Officer, designated as Key Managerial Personnel.
• Effective from 01 September 2026.
• Reason: appointment of Company Secretary and Compliance Officer.
• Profile: CS with ACS 77286; ICSI Associate Member; commerce degree.
• Experience: knowledge of corporate laws, secretarial matters, SEBI regulations.
• Relationship with directors: not applicable.
• Authority: designated as Key Managerial Personnel with governance scope.

Appointments/Resignations

• Appointed Mr. Ajay Yadav of Ajay Yadav and Associates as Secretarial Auditor for FY 2025-26.
• Appointed M/s Kanu Doshi Associates LLP as Statutory Auditor to fill casual vacancy effective 31 Aug 2026.

Resolution 1: Increase in Authorised Share Capital

• Special: Increase in authorised share capital; no promoter interest; 26,63,076 votes favour; passed.

Resolution 2: Alter clause 10 of articles of association

• Special: Alter clause 10 of articles of association; promoter interest: No; 26,63,076 votes favour; passed.

Resolution 3: Preferential issue of equity shares and convertible warrants

• Special: Issue of equity shares and convertible warrants on preferential basis; promoter interest: No; 26,63,076 votes favour; passed.

Resolution 4: Increase in Borrowing Limits

• Special: Increase in borrowing limits; promoter interest: No; 26,63,076 votes favour; passed.

Resolution 5: Create charge on assets to secure borrowings

• Special: Create charge on assets to secure borrowings; promoter interest: No; 26,63,076 votes favour; passed.

Resolution 6: Increase in limits for investments/loans/guarantees

• Special: Increase limits for investments/loans/guarantees; promoter interest: No; 26,63,076 votes favour; passed.