RCI Industries & Technologies Ltd

Rights issue outline

• Instrument: fully paid-up equity shares with ₹10 face value.
• Mode: rights issue to eligible public shareholders.
• Aggregate amount: up to ₹2,460 Lakhs (₹24.60 crore).
• Record date and issue price to be determined by the Rights Issue Committee.
• Rights entitlement ratio and payment terms to be decided by the committee.
• Purpose: to achieve minimum public shareholding.

Governance and appointments

• Board approved the rights issue and formed the Rights Issue Committee.
• Ms. Devangna Jain appointed Company Secretary and Compliance Officer.
• Mr. Saurabh Jain appointed Chief Financial Officer.
• Ankit Singla ceased as Company Secretary and Compliance Officer.
• Naveen Kumar Laroiya ceased as CFO.
• Trading window remains closed and to open 48 hours after results.

Approvals and timing

• Subject to regulatory and statutory approvals.
• Detailed terms to be disclosed in the offer letter and related disclosures.

JTL Defence Ltd – Trading Window Closure from October 1, 2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ending September 30, 2026

Consolidated results update

• Purpose: Re-upload consolidated LRR to include SEBI Point 4 details; old disclosure to be disregarded.
• Revenue from operations (Q1-2026): 2,124.47 lakhs.
• Standalone PAT: (267.16) lakhs; excluding revaluation depreciation, PAT would be 10.74 lakhs.
• Asset revaluation: March 2026; depreciation for quarter 397.62 lakhs; adjustment to Revaluation Reserve.
• Single reportable segment; CIRP concluded Dec 8, 2025; operations resumed.
• Auditors: R. Bansal & Co; unmodified review; no material misstatement.
• Regulatory: Format revision per SEBI Circular CIR/CFD/CMD1/44/2019.
• Disregard old July 28 disclosure; revised record now on file.
• Consolidated results exclude certain subsidiaries/associates; impact not determinable.

Registered office shift

• Approval granted to shift the registered office from Delhi to Himachal Pradesh.
• Order ID Sec 13(4)/ROC Delhi II/AC4842491/RD Delhi/2026, dated 07/09/2026.
• Company to file e-forms with ROC and inform exchanges of effective date.
• Shift aligns with operational base in Baddi, Himachal Pradesh.
• Order requires filing with ROC within 30 days.

AGM Details

• Date and time: 23 September 2026 at 11:00 AM.
• Mode: VC/OAVM.
• Record date: 16 September 2026.
• Remote voting window: 20–22 September 2026.

Key Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Pranav Singla as director.
• Ordinary: Ratify cost auditors remuneration for 2026-27.
• Special: Appoint Deevesh Bhojia as Whole-Time Director for 5 years.
• Special: Remuneration up to Rs 1,00,000 per month for WTD.
• Special: Alter MOA to insert defence/space objects.
• Ordinary: Approve material related party transactions within limits.

Directors / Appointments

• Pranav Singla reappointed by rotation.
• Deevesh Bhojia appointed Whole-Time Director from 29 Aug 2026 to 28 Aug 2031; remuneration Rs 12 Lakh p.a.

Auditor / Cost Audit

• Cost Auditors remuneration ratified: Rs 50,000 per annum.

Material Related Party Transactions

• Related Party: JTL Industries Limited (Promoter); 75 Crore limit.
• Related Party: Powersol Metalcraft Limited; 5 Crore.
• Related Party: Jagan Industries Private Limited; 5 Crore.
• Ratify pre-existing related party transactions within approved limits.

Other Material Approvals

• Alteration of MOA subject to regulatory approvals.

Financial snapshot

• Standalone FY26 revenue from operations: Rs 1,928.77 lakh.
• Standalone FY26 total income: Rs 2,102.05 lakh.
• Standalone FY26 PAT: Rs 26.78 lakh.
• Standalone FY26 Basic EPS: Rs 0.19.
• Cash flow from operations: Rs -1,548.43 lakh.
• Total borrowings (Standalone): Rs 5,981.64 lakh.
• Equity share capital (Paid-up): Rs 1,052.63 lakh.
• Current ratio: 2.86x.

Capital and dividends

• Dividend for FY26: not declared.
• Equity reshaped under resolution plan; SRA allotted 1.0 crore shares.
• Public shareholding stands at 5% post-restructure.
• Promoters' holdings extinguished; capital structure reorganized.

Operational highlights

• CIRP completed; revival underway and management take-over completed.
• Q4 FY26 profitability achieved after transition.
• Baddi plant area ~27,000 sq m; scales up production.
• Product mix shifting to value-added copper alloys.

Products and segments

• Brass strips & foils account for about 95% of revenue.
• Copper strips & foils contribute around 4.8%.
• Segment focus on defence, electrical, engineering sectors.

Governance & audit

• NCLT-approved resolution plan; new independent directors appointed Jan 2026.
• Board met 8 times in FY26.
• Statutory auditors: R. Bansal & Co; Secretarial: Rajeev Bhambri & Associates.

Related party transactions

• Material RPTs with holding company up to Rs 75 crore.
• RPTs with Powersol Rs 5 crore and Jagan Industries Rs 5 crore.

Risks and outlook

• Outlook: stabilize operations, scale capacity, and broaden value-added products.
• Risks: copper price volatility, foreign exchange, working capital.

MD re-appointment

• Re-appointed as MD, w.e.f 28 Oct 2025, for 5 years, liable to retire by rotation (AGM approval required).
• Related to Dhruv Singla, Whole-time Director.

WTD (Additional) appointment

• Appointed as Whole-time Director (Additional), w.e.f 29 Aug 2026 for 5 years, subject to AGM approval.
• Cousin of Dhruv Singla and Pranav Singla.
• Not debarred by SEBI or other authorities.
• Experience in accounts, finance, distribution, and manufacturing operations.

Meeting Details

• Two-day one-to-one investor meet in Mumbai, Aug 26–27, 2026, 10:00 AM–5:00 PM daily.
• Mode: Physical; in-person in Mumbai.
• Nature: One-to-one meetings with the Managing Director.
• Event: Investor Meet by JTL Defence Ltd.

Participants

• Managing Director present as primary company representative.
• Company Secretary and Compliance Officer to attend.

Purpose

• Discuss business and publicly available information.

Additional Notes

• Focus on publicly available information; no UPSI will be discussed.