Meeting Details

  • Date: Wednesday, 15 July 2026
  • Time: 11:30 am (IST)
  • Mode: Video-Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Deemed Venue: Registered Office at Ram Ratna House, Victoria Mill Compound (Utopia City), Pandurang Budhkar Marg, Worli, Mumbai 400 013, Maharashtra, India
  • Cut-off Date: Wednesday, 8 July 2026 for determining voting rights

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: Receive, consider and adopt Audited Standalone and Consolidated Financial Statements for FY ended 31 March 2026 with reports of Board of Directors and Statutory Auditors.

2. Dividend Declaration:

  • Confirm payment of Interim Dividend of ₹4 per equity share (face value ₹5) paid in November 2025
  • Declare Final Dividend of ₹5.50 per equity share (face value ₹5) for FY 2025-26
  • Record Date: Tuesday, 16 June 2026
  • Payment Date: On or before Friday, 31 July 2026

3. Director Re-appointment: Re-appoint Shri Mahhesh Kabra (DIN:00137796) who retires by rotation

Special Business

4. Chairman's Remuneration: Approve commission of ₹90,00,000 to Shri Ramesh D. Chandak (Non-Executive Independent Chairman) exceeding 50% of total non-executive director remuneration

5. Managing Director Remuneration Revision: Revise remuneration of Shri Mahendrakumar Kabra (DIN:00473310) effective 1 April 2026 until 22 September 2029:

  • Base Salary: ₹2,00,00,000 per annum with up to 20% annual increment
  • Allowances up to 100% of base salary
  • Annual commission up to 1.5% of net profits
  • Notwithstanding that aggregate remuneration to promoter directors may exceed 5% of net profits

6. Executive Director Remuneration and Designation Change:

  • Revise remuneration of Shri Mahhesh Kabra (DIN:00137796) effective 1 April 2026
  • Change designation from Whole-time Director (Executive Director) to Joint Managing Director effective 1 June 2026 until 31 May 2030
  • Same remuneration structure as Managing Director

7. Executive Director Remuneration and Designation Change:

  • Revise remuneration of Shri Rajesh Kabra (DIN:05300677) effective 1 April 2026
  • Change designation from Whole-time Director (Executive Director) to Joint Managing Director effective 1 June 2026 until 31 May 2030
  • Same remuneration structure as Managing Director

8. Borrowing Limits Enhancement: Increase borrowing limits under Section 180(1)(c) from ₹750 Crores to ₹3,000 Crores

9. Security Creation Limits Enhancement: Enhance limits under Section 180(1)(a) from ₹750 Crores to ₹6,000 Crores for mortgaging/pledging assets

10. Cost Auditor Remuneration Ratification: Ratify remuneration of ₹9,75,000 plus taxes to M/s. Poddar & Co. for FY 2026-27 cost audit

Voting Process and Methods

  • Remote e-Voting Period: Friday, 10 July 2026 (9:00 am) to Tuesday, 14 July 2026 (5:00 pm)
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Ms. Deepa Gupta (Practicing Company Secretary, Membership No. A20860)
  • Voting Methods:
  • Remote e-voting through NSDL platform
  • E-voting during AGM for members who haven't voted remotely
  • Physical voting dispensed due to virtual meeting
  • Result Declaration: Within 2 working days of AGM conclusion on company website and stock exchanges

Shareholder Participation Breakdown

  • Members holding shares as of 8 July 2026 (cut-off date) are eligible to vote
  • In case of joint holders, the first named holder is entitled to vote
  • Corporate/Institutional members must submit board resolutions/authority letters to scrutinizer
  • Facility available for at least 1,000 members on first-come-first-served basis for VC/OAVM attendance

Scrutinizer's Role and Findings

The scrutinizer will:

  • Scrutinize the entire e-voting process in fair and transparent manner
  • Unblock and scrutinize votes cast through remote e-voting and at AGM
  • Submit consolidated report within 2 working days of AGM conclusion
  • The report will include total votes cast for and against each resolution

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 (Sections 108, 134, 123, 148, 180, etc.)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 30, 44, 17(6))
  • Companies (Management and Administration) Rules, 2014
  • MCA General Circular No. 03/2025 dated 22 September 2025
  • SEBI Circulars on e-voting and virtual meetings

Dividend Information and TDS

  • Final Dividend of ₹5.50 per share subject to TDS as applicable
  • Payment through electronic mode only as mandated by SEBI
  • TDS rates depend on shareholder category and residential status
  • Members must update PAN, bank details, and residential status by 30 June 2026
  • Higher TDS rate of 20% applicable if PAN not registered

Additional Information

  • Annual Report available at: https://www.rrkabel.com/wp-content/uploads/2026/05/RRKL-Annual-Report-2025-26.pdf
  • Queries to be sent to investorrelations.rrkl@rrglobal.com at least 7 working days prior to AGM
  • Members can inspect Register of Directors and related party contracts during AGM
  • Detailed ESOP plan disclosures provided as per SEBI regulations
  • Members urged to dematerialize physical shares as per SEBI mandate