Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

RMC Switchgears Limited

Meeting Details

  • Date: Saturday, September 19, 2026
  • Time: 12:00 P.M. IST
  • Location: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Deemed Venue: Corporate Office at B-11 (B&C), Malviya Industrial Area, Jaipur-302017, Rajasthan, India
  • Type: Annual General Meeting

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 together with reports of Board of Directors and Auditors.

2. Appointment of Director: To appoint Mrs. Neha Agarwal (DIN: 07540311) who retires by rotation and offers herself for re-appointment as Non-executive Director.

Special Business:

3. Increase in Authorised Share Capital: Ordinary Resolution to increase authorized share capital from ₹15,00,00,000 divided into 1,50,00,000 equity shares of ₹10 each to ₹20,00,00,000 divided into 2,00,00,000 equity shares of ₹10 each.

4. Ratification of Cost Auditor Remuneration: Ordinary Resolution to ratify payment of remuneration of ₹35,000/- plus GST to M/s. Deepak Mittal & Co. for conducting cost audit for FY 2026-27.

5. Approval of Payment of Remuneration to Non-Executive Director: Special Resolution to approve payment of commission not exceeding 1% of net profits to Non-Executive Directors and specific remuneration not exceeding ₹24 lakhs to Mr. Akhilesh Kumar Jain (DIN: 03466588) for FY 2026-27.

6. Grant of Loans/Guarantees to Subsidiaries: Special Resolution to authorize Board to grant loans, give guarantees, or provide security to subsidiary companies with specified limits:

  • RMC Green Energy Pvt Ltd: ₹225 Crores
  • RMC Solar Park Pvt Ltd: ₹215 Crores
  • RMC Solar Two Pvt Ltd: ₹15 Crores
  • RMC Solar Three Pvt Ltd: ₹15 Crores
  • RMC Solar Five Pvt Ltd: ₹15 Crores

7. Approval of Material Related Party Transactions: Ordinary Resolution to approve material related party transactions with six subsidiary companies for a period of one year from date of approval.

Voting Process and Methods

  • Remote E-voting Period: Tuesday, September 15, 2026 at 09:00 A.M. IST to Friday, September 18, 2026 at 05:00 P.M. IST
  • E-voting Website: https://www.evotingindia.com/ (CDSL platform)
  • Cut-Off Date: Friday, September 12, 2026 for determining eligibility to vote
  • Voting Methods: Remote e-voting prior to meeting and e-voting during the AGM proceedings
  • Scrutinizer: Mr. Manoj Maheshwari (FCS 3355, CP 1971), Practicing Company Secretary appointed as Scrutinizer, with Ms. Sunita Manish Agarwal (FCS 11024, CP 10097) as Alternate Scrutinizer

Key Voting Information

  • Members can join the AGM via VC/OAVM 15 minutes before and after scheduled commencement time
  • Facility available to at least 1000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Members who cast votes by remote e-voting cannot vote again during the meeting
  • Institutional investors encouraged to attend and vote through VC/OAVM facility
  • Corporate members must send certified copies of Board Resolution/Power of Attorney to Scrutinizer

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 and rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circular No. 03/2025 dated September 22, 2025
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
  • All applicable circulars from MCA and SEBI regarding virtual meetings

Additional Information

  • The Notice forms part of the Annual Report for FY 2025-26 already submitted to stock exchanges
  • Members can request physical copies of Annual Report by email to cs@rmcindia.in
  • Members must register as speakers at least 10 days prior to meeting to ask questions during AGM
  • Questions can be submitted in advance to cs@rmcindia.in at least 10 days prior to meeting
  • Various registers will be available for electronic inspection by members
  • The company's CIN is L25111RJ1994PLC008698

Detailed Subsidiary Information for Related Party Transactions

The document includes extensive disclosures (Annexure A and B) with detailed information about each subsidiary company involved in proposed related party transactions, including their financial performance, nature of business, proposed transaction values, and justifications for the transactions.