Financial Performance Highlights (Consolidated)

  • Revenue from Operations: Rs 9196.97 Lakhs in FY26 vs Rs 5798.83 Lakhs in FY25 (58.60% increase).
  • Other Income: Rs 28.59 Lakhs in FY26 vs Rs 47.83 Lakhs in FY25.
  • Total Expenses: Rs 9192.84 Lakhs in FY26 vs Rs 5943.11 Lakhs in FY25.
  • EBITDA: Rs 79.90 Lakhs in FY26 vs (Rs 50.79 Lakhs) in FY25.
  • Profit Before Tax (PBT): Rs 32.72 Lakhs in FY26 vs (Rs 96.45 Lakhs) in FY25.
  • Net Profit After Tax (PAT): Rs 20.55 Lakhs in FY26 vs Net Loss of (Rs 95.55 Lakhs) in FY25.
  • Earnings Per Share (EPS): Rs 0.67 in FY26 vs (Rs 3.36) in FY25.

Financial Performance Highlights (Standalone)

  • Revenue from Operations: Rs 1098.73 Lakhs in FY26 vs Rs 3899.75 Lakhs in FY25 (71.82% decrease).
  • Other Income: Rs 28.38 Lakhs in FY26 vs Rs 49.28 Lakhs in FY25.
  • Total Expenses: Rs 1098.69 Lakhs in FY26 vs Rs 4053.53 Lakhs in FY25.
  • EBITDA: Rs 66.97 Lakhs in FY26 vs (Rs 58.85 Lakhs) in FY25.
  • Profit Before Tax (PBT): Rs 28.42 Lakhs in FY26 vs (Rs 104.51 Lakhs) in FY25.
  • Net Profit After Tax (PAT): Rs 16.83 Lakhs in FY26 vs Net Loss of (Rs 101.58 Lakhs) in FY25.
  • Earnings Per Share (EPS): Rs 0.55 in FY26 vs (Rs 3.57) in FY25.

The significant decrease in standalone revenue is attributed to the transfer of significant trading-of-goods operations to its subsidiary, RTC Energy Private Limited, during the period.

Dividend & Reserves

No dividend was declared for FY 2025-26. The Directors do not propose to transfer any amount to Reserves. The total net profit is carried to Reserves & Surplus.

Share Capital

  • Authorized Capital: Rs 5,00,00,000 divided into 50,00,000 Equity Shares of Rs 10/- each.
  • Paid-Up Capital: Rs 3,08,22,880 divided into 30,82,288 Equity Shares of Rs 10/- each.
  • The Equity Shares are listed on the BSE SME platform. Annual listing fees for FY 2026-27 have been paid.
  • The company has not issued any convertible securities, shares with differential rights, stock options, sweat equity, or warrants.

Utilization of IPO Proceeds

The company raised Rs 1284.89 Lakhs through an Initial Public Offering (IPO). The gross proceeds were utilized as follows:

| Sr. No. | Original Object | Original Allocation (Rs Lakhs) | Funds Utilized up to 31/03/2026 (Rs Lakhs) |

| 1 | Development of Solar PV Plant | 705.13 | 705.13 |

| 2 | Setting up of Electric Vehicle Charging Infrastructure | 32.50 | 17.39 |

| 3 | Purchase of Electric Vehicles | 9.02 | 9.02 |

| 4 | To Meet Working Capital Requirements | 240.00 | 240.00 |

| 5 | General Corporate Purpose | 195.94 | 195.94 |

| 6 | Public Issue Expenses | 102.29 | 102.29 |

There is no deviation/variation in the utilization of the gross proceeds. An amount of Rs 15.21 Lakhs for EV Charging Infrastructure remained unutilized as of March 31, 2026, against a proposed last utilization date of March 31, 2025.

Directors and Key Managerial Personnel

Constitution of Board (as on the date of the report):

  • Mr. Piyushkumar Vasantlal Bhatt (Chairman & Managing Director)
  • Mr. Pulkit Dhingra (Whole-Time Director)
  • Mr. Shatrughan Harinarayan Yadav (Executive Director)
  • Ms. Garima Heerani (Executive Director)
  • Mr. Dinesh Chhabildas Shah (Non-Executive Independent Director - Appointed w.e.f. 05/03/2026)
  • Mr. Sharadchandra Babhutabhai Patil (Non-Executive Independent Director)
  • Mr. Vilin Devkaran Davda (Non-Executive Independent Director)

Changes in Board Composition:

  • Shri Ashokkumar Ratilal Patel, an Independent Director, passed away on 13th December 2025.
  • Mr. Dinesh Chhabildas Shah (DIN: 02325648) was appointed as a Non-Executive Independent Director for a term of 5 years effective from 5th March 2026.

Retirement by Rotation:

  • Mr. Shatrughan Harinarayan Yadav (DIN: 09642921) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

Key Managerial Personnel:

  • Mr. Piyushkumar Vasantlal Bhatt (Chairman and Managing Director)
  • Mr. Pulkit Dhingra (Whole-Time Director)
  • Mr. Jaydeep Parekh (Chief Financial Officer)
  • Mr. Darshil Shah (Company Secretary and Compliance Officer)

Board Meetings:

The Board met 4 times during the year on May 27, 2025; July 22, 2025; November 14, 2025; and March 5, 2026. All directors attended all meetings they were eligible for.

Committees of the Board

A. Audit Committee:

  • Composition: Mr. Dinesh Chhabildas Shah (Chairperson), Mr. Sharadchandra Babhutabhai Patil (Member), Mr. Vilin Devkaran Davda (Member).
  • Meetings: 4 meetings held during the year. All recommendations were accepted by the Board.

B. Stakeholder's Grievance & Relationship Committee:

  • Composition: Mr. Sharadchandra Babhutabhai Patil (Chairperson), Mr. Dinesh Chhabildas Shah (Member), Mr. Vilin Devkaran Davda (Member).
  • Meetings: 1 meeting held during the year. No complaints were received from shareholders.

C. Nomination and Remuneration Committee:

  • Composition: Mr. Vilin Devkaran Davda (Chairperson), Mr. Sharadchandra Babhutabhai Patil (Member), Mr. Dinesh Chhabildas Shah (Member).
  • Meetings: 1 meeting held during the year.

The company has a Vigil Mechanism (Whistle Blower Policy) in place. No whistle blowers were denied access to the Audit Committee.

Remuneration of Directors and KMP

Details of remuneration paid are provided in Form MGT-7 on the company's website. The ratio of remuneration of each director to the median employee remuneration and the percentage increase in their remuneration for FY26 are disclosed in Annexure B of the report.

Subsidiary

RTC Energy Private Limited (100% Subsidiary):

The salient features of the subsidiary's financials are provided in Form AOC-1 (Annexure C).

  • Share Capital: INR 1.00 Lakh
  • Reserves and Surplus: INR 9.75 Lakhs
  • Total Assets: INR 308.75 Lakhs
  • Turnover: INR 8176.15 Lakhs
  • Profit After Taxation: INR 3.71 Lakhs
  • Extent of shareholding: 100%

The company does not have any Associates or Joint Ventures.

Statutory Auditors

M/s. Ambalal Patel & Co LLP, Chartered Accountants, were appointed as Statutory Auditors until the conclusion of the 13th AGM in 2030. Their report does not contain any qualification, reservation, or adverse remark.

Secretarial Auditor

M/s. Mukesh H Shah & Co., Company Secretaries, were appointed as Secretarial Auditors. Their report in Form MR-3 (Annexure E) has no qualifications, observations, or adverse remarks, except for noting the unutilized IPO proceeds for EV charging infrastructure (Rs 15.21 Lakhs).

Internal Financial Controls

The company has an adequate internal financial controls system commensurate with its size, which were operating effectively. The Internal Auditor is M/s. JHS & Associates LLP.

General Disclosures

  • Public Deposits: The company has not accepted any deposits from the public.
  • Related Party Transactions: All transactions were on an arm's length basis and in the ordinary course of business. No material significant related party transactions were entered into.
  • Particulars of Employees: Disclosures as required under Section 197(12) of the Act are provided in Annexure B.
  • Sexual Harassment: No complaints were received during the year under the Sexual Harassment of Women at Workplace Act.
  • Corporate Social Responsibility (CSR): The provisions of Section 135 of the Act are not applicable to the company.
  • Material Orders: No significant material orders were passed by regulators or courts.
  • Fraud Reporting: No fraud was reported by the Statutory Auditors under Section 143(12).

Annual General Meeting (AGM)

The 9th AGM is scheduled for Monday, September 28, 2026, at 11:00 A.M. IST through Video Conferencing / Other Audio Visual Means. The business includes:

1. Adoption of financial statements and reports.

2. Re-appointment of Mr. Shatrughan Harinarayan Yadav as a director retiring by rotation.

3. Regularization of the appointment of Mr. Dinesh Shah as a Non-Executive Independent Director.

The Notice includes detailed instructions for e-voting and virtual participation.