RTS Power Corporation Ltd

Independent Director appointment

• Appointment of Arun Pareek as Independent Director effective 21 September 2026.
• Term: five years, until 20 September 2031.
• Declaration: not debarred from director office under SEBI or other authorities.
• Profile: over 50 years in transformer industry; HR and administration.
• Independence: declaration filed; registered with IICA for Independent Directors Data Bank.
• Relationships: no inter-director relationships disclosed (NIL).
• Committee impact: no chairmanship or membership assigned at appointment.

AGM Details

• AGM held on 21 Sep 2026 via VC/OAVM from 12:15 PM to 01:05 PM; record date 14 Sep 2026.

Key Resolutions

• Resolution 1: Ordinary — Adoption of standalone financials and reports; passed with 99.998% in favour.
• Resolution 2: Ordinary — Adoption of consolidated financial statements; passed with 99.998% in favour.
• Resolution 3: Ordinary — Re-appointment of director by rotation; passed with 99.998% in favour.
• Resolution 4: Ordinary — Ratification of remuneration to Cost Auditors; passed with 99.998%.
• Resolution 5: Special — Appointment of Arun Pareek as Non-Executive Independent Director for five-year term.

Auditor Appointments

• Cost Auditors remuneration ratified for FY ending 31 March 2027.

Director Changes

• Re-appointment of director by rotation approved.
• Appointment of Arun Pareek as Non-Executive Independent Director for five-year term.

AGM Details

• Date and mode: 21 September 2026, via Video Conferencing.
• Time: 12:15 PM to 01:05 PM IST.
• Quorum: Present; no proxy attendance.
• Venue: Deemed venue 9 Chapel Road, Hastings, Kolkata.
• Attendees: 50 shareholders attended.

Key Resolutions

• Ordinary: Adoption of standalone financial statements and related reports.
• Ordinary: Adoption of consolidated financial statements and related reports.
• Ordinary: Re-appointment of Abhay Bhutoria by rotation.
• Ordinary: Ratification of remuneration for Cost Auditors for FY ending 2027.
• Special: Appointment of Arun Pareek as Non-Executive Independent Director for five years.

Voting Results

• Standalone financials approved; In favour 5,904,111; Against 108.
• Consolidated financials approved; In favour 5,904,111; Against 108.
• Abhay Bhutoria re-appointment approved; In favour 5,904,111; Against 108.
• Cost Auditors remuneration ratified; In favour 5,904,111; Against 108.
• Arun Pareek appointment approved; In favour 5,904,111; Against 108.

Dividend

• Dividend: No dividend proposed.

Director Changes

• Abhay Bhutoria re-appointed as Director on rotation.
• Arun Pareek appointed as Non-Executive Independent Director for five-year term.

Auditors

• Cost Auditor remuneration: Rs 40,000 plus GST for FY2027.
• Statutory Auditor: No change; attended AGM.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No ESOPs or other material approvals.

RTS Power Corporation Ltd — Trading Window closure from Oct 1, 2026 until 48 hours after results for quarter ended Sep 30, 2026

AGM Details

• AGM date/time/mode: 21 September 2026 at 12:15 IST, through VC/OAVM.
• Book closure: 15 September 2026 to 21 September 2026 inclusive.

Resolutions proposed

• Item 1 Ordinary: Adoption of standalone financial statements for FY 2025-26.
• Item 2 Ordinary: Adoption of audited consolidated financial statements.
• Item 3 Ordinary: Re-appointment of Abhay Bhutoria as Director and Managing Director.
• Item 4 Ordinary: Ratification of Cost Auditors' remuneration for FY 2027.
• Item 5 Special: Appointment of Arun Pareek as Non-Executive Independent Director for five years.

Voting Results

• Item 1: Result not disclosed in filing.
• Item 2: Result not disclosed.
• Item 3: Result not disclosed.
• Item 4: Result not disclosed.
• Item 5: Result not disclosed.

Dividend

• Dividend: No dividend proposed or declared for FY 2025-26.

Director Changes

• Re-appointment of Abhay Bhutoria as Director/Managing Director.
• Appointment of Arun Pareek as Independent Director for five-year term from 21 Sep 2026 to 20 Sep 2031.

Auditors

• Cost Auditors remuneration ratified: Rs 40,000 plus GST for FY ending March 31, 2027.

Financial performance

• Standalone revenue from operations: ₹71.69 crore, down 37.1% YoY.
• Standalone EBITDA: ₹8.53 crore; margins remained resilient.
• Standalone PAT: ₹3.58 crore; YoY decline from ₹4.47 crore.
• Other income: ₹5.35 crore; supplements operating earnings.
• Consolidated revenue from operations: ₹160.66 crore; down from ₹201.15 crore.
• Consolidated PAT: ₹2.22 crore; lower due to execution costs.

Operational highlights

• Standalone segment: Transformers and wind energy; revenue fell due to lower orders.
• Wholly owned subsidiary Reengus Wires: revenue ₹92.69 crore; EBITDA positive.
• Subsidiary net loss: ₹0.83 crore; mitigated by downstream capacity plans.
• Downstream capacity enhancement underway; expected to lift capacity utilisation.
• Management focusing on cost discipline and improved working capital.

Dividends and capital allocation

• Board proposes retaining entire profit of ₹3.70 crore; no dividend.
• No buy-backs or changes in share capital reported.

Capital structure and liquidity

• Consolidated borrowings: ₹2530.92 lakh; Standalone borrowings ₹2001.26 lakh.
• Current ratio (Standalone) 1.82; Consolidated ratio stronger at 2.53.
• Debt equity ratio: Standalone 0.13; Consolidated 0.17.
• Credit rating reaffirmed: BB+ (long-term) with stable outlook.

Subsidiaries and related parties

• Material subsidiary: Reengus Wires Private Limited; 100% equity.
• Reengus Wires revenue ₹92.69 crore; net loss ₹0.83 crore.
• RPT policy amended May 29, 2025; all RPT at arm's length and ordinary course.
• Secretarial, cost, and statutory audits report clean governance.

Governance and risk management

• Arun Pareek appointed Independent Director for five-year term from 21 Sep 2026.
• AGM on 21 Sep 2026; meeting via VC/OAVM; e-voting by CDSECDSL.
• Six board meetings and multiple committee meetings held in FY2025-26.
• Secretarial audit reports no qualifications; robust risk management framework in place.

CSR and sustainability

• CSR expenditure: ₹16.35 lakh; policy hosted on the company site.
• CSR activities linked to Seth Gangaram Bhutoria Janakalyan Trust; transparency maintained.

Outlook and risks

• Indian power sector investment supports transformer demand; focus on capacity utilisation.
• Emphasis on expanding order book, exports, and prudent capital allocation.
• Risks include raw material volatility, tender-driven orders, and working capital intensity.

Financial highlights

• Standalone revenue from operations: 1,571.24 L for quarter ended 30 Jun 2026.
• Standalone total income: 1,887.37 L.
• Standalone PBT before tax: 265.16 L.
• Standalone PAT: 242.45 L.
• Standalone EPS: 2.64 Rs.
• Consolidated revenue from operations: 3,104.21 L.
• Consolidated total income: 3,352.59 L.
• Consolidated PBT: 225.22 L.
• Consolidated PAT: 197.86 L.
• Consolidated EPS: 2.16 Rs.
• Standalone segment revenue: Electrical Goods 1,539.78 L; Wind Energy 31.46 L.
• Standalone segment PBT: Electrical Goods 373.76 L; Wind Energy 19.76 L.
• Consolidated segment revenue: Electrical Goods 1,539.78 L; Galvanised Iron Wire & Strips 1,532.98 L; Wind Energy 31.46 L.
• Consolidated segment PBT: Electrical Goods 373.76 L; Galvanised Iron Wire & Strips -22.44 L; Wind Energy 19.76 L.
• Auditors' limited review for Q1 FY2026 is unmodified.