Rulka Electricals Reports 45.8% Jump in FY26 Net Profit, Approves Preferential Issue of Warrants and Equity Shares

Rulka Electricals Limited, an ISO 9001:2015 certified MEP project contractor operating across India, held a Board of Directors meeting on May 08, 2026, at its registered office in Bhandup West, Mumbai. The board approved the standalone audited financial results for the half year and year ended March 31, 2026, alongside several significant corporate actions including a preferential issue of convertible equity warrants and equity shares, an increase in authorised share capital, and the appointment of a new internal auditor.

Financial Performance: FY26 Annual Results

Rulka Electricals delivered a strong financial performance for the year ended March 31, 2026, with revenue from operations and net profit both recording notable growth compared to the previous year. The following table presents the key financial highlights (Rs. in Lakhs):

Metric: Year Ended 31.03.2026 (Audited) Year Ended 31.03.2025 (Audited) Revenue from Operations: 11,020.26 7,972.54 Other Income: 5.52 7.08 Total Income from Operations: 11,025.78 7,979.63 Total Expenses: 10,598.05 7,655.21 Profit Before Tax: 427.73 324.42 Total Tax Expenses: 98.87 98.85 Net Profit for the Period: 328.86 225.56 Basic EPS (Rs.): 7.72 5.46 Diluted EPS (Rs.): 7.72 5.46

For the half year ended March 31, 2026, the company reported revenue from operations of Rs. 5,505.24 lakhs and a net profit of Rs. 177.19 lakhs, compared to Rs. 5,380.11 lakhs and Rs. 131.80 lakhs respectively for the half year ended March 31, 2025.

Balance Sheet Highlights as at March 31, 2026

The company's total assets stood at Rs. 7,268.79 lakhs as at March 31, 2026, compared to Rs. 6,001.81 lakhs as at March 31, 2025. Key balance sheet metrics are presented below (Rs. in Lakhs):

Particulars: As at 31 Mar 2026 (Audited) As at 31 Mar 2025 (Audited) Equity Share Capital: 425.84 425.84 Reserves and Surplus: 3,316.24 2,987.38 Total Shareholders' Funds: 3,742.08 3,413.22 Total Non-Current Liabilities: 53.28 69.79 Total Current Liabilities: 3,473.43 2,518.80 Total Non-Current Assets: 893.32 776.14 Total Current Assets: 6,375.47 5,225.67 Total Assets: 7,268.79 6,001.81

Cash and cash equivalents improved to Rs. 57.69 lakhs as at March 31, 2026, from Rs. 25.53 lakhs as at March 31, 2025. Net cash flow from operating activities for FY26 stood at Rs. 611.76 lakhs, a significant turnaround from a net cash outflow of Rs. 1,503.94 lakhs in FY25.

Preferential Issue: Convertible Equity Warrants

The board approved the offer, issue, and allotment of up to 77,40,904 fully convertible equity warrants on a preferential basis at an issue price of Rs. 109.50 per warrant, including a security premium of Rs. 99.50 per warrant. Each warrant is convertible into one fully paid-up equity share of face value Rs. 10 within a maximum period of 18 months from the date of allotment. At least 25% of the warrant issue price is payable upfront, with the balance 75% payable upon exercise of the conversion option. The proposed allottees (9 in total) and their respective warrant allocations are as follows:

Proposed Allottee: Convertible Equity Warrants Offered Nitin Indrakumar Aher: 16,90,904 Rupesh Laxman Kasavkar: 16,90,904 Sharmila Rupesh Kasavkar: 1,00,000 Preeti Aher: 1,00,000 Corporate Merchant Bankers Limited: 5,00,000 VRV Finserv LLP: 7,00,000 Equity-Cafe Services Private Limited: 7,00,000 Voltrix Inc.: 11,00,000 Wherrelz IT Solutions Limited: 11,59,096

Preferential Issue: Equity Shares

In addition to the warrant issue, the board approved the offer, issue, and allotment of up to 6,50,000 equity shares of face value Rs. 10 on a preferential basis at an issue price of Rs. 109.50 per share, including a security premium of Rs. 99.50 per share. The two proposed allottees are:

Proposed Allottee: Equity Shares to be Offered Abundantia Capital VCC – Abundantia Capital III: 4,00,000 Ashlar Securities Private Limited: 2,50,000

Both the warrant and equity share preferential issues are subject to the approval of regulatory and statutory authorities, as well as shareholder approval at an Extraordinary General Meeting (EGM) scheduled for Saturday, June 06, 2026, to be held via video conferencing or other audio-visual means.

Other Key Board Decisions

The board approved several additional resolutions during the meeting:

Authorised Share Capital Increase: The authorised share capital is proposed to be increased from ₹5,00,00,000 (divided into 50,00,000 equity shares of ₹10 each) to ₹12,75,00,000 (divided into 1,27,50,000 equity shares of ₹10 each), subject to shareholder approval.

Internal Auditor Appointment: M/s J K Sonee and Associates, Chartered Accountants (Firm Registration No. 136562W), represented by CA Jagdeesh Kishanlal Sonee, was appointed as Internal Auditor for Financial Year 2026-27, based on the recommendation of the Audit Committee.

EGM Arrangements: National Securities Depository Limited (NSDL) was appointed as the Remote E-Voting Agency, and CS Ashwin Shah, Practicing Company Secretary, was appointed as Scrutinizer for the EGM.

The statutory audit for the year ended March 31, 2026 was conducted by M/s Doshi Doshi & Co., Chartered Accountants (Firm Registration No. 153683W), who issued an unmodified audit opinion on the standalone audited financial results. The board meeting commenced at 16:10 P.M. and concluded at 17:00 P.M. on May 08, 2026.

Rulka Electricals Limited has successfully concluded its postal ballot e-voting process, with shareholders unanimously approving the appointment of Doshi Doshi & Co., Chartered Accountants (Firm Registration Number: 153683W) as the company's Statutory Auditors. The resolution was passed on May 8, 2026, following an e-voting window that remained open from 9:00 a.m. on Thursday, April 9, 2026 to 5:00 p.m. on Friday, May 8, 2026, facilitated through Bigshare Services Private Limited's I-Vote E-Voting System.

Background of the Appointment

The appointment of Doshi Doshi & Co. was necessitated by the resignation of the company's existing Statutory Auditors, R K Jagetiya & Co., Chartered Accountants, creating a casual vacancy. The new firm has been appointed to fill this vacancy and will serve until the date of the next Annual General Meeting to be held in calendar year 2026. The Postal Ballot Notice was dated March 30, 2026, and was sent electronically to all shareholders whose names appeared in the register of members as on March 27, 2026. The company also published newspaper advertisements in Financial Express (English) and Jansatta (Hindi) on April 8, 2026, regarding the dispatch of the Postal Ballot Notice along with remote e-voting information.

Voting Results Summary

A total of 1529 shareholders were on record as of the record date. Of these, 20 members cast their votes through the e-voting platform, representing 2966220 equity shares. The resolution received unanimous support, with 100% of total votes polled recorded in favour and zero votes against or abstained. The following table summarises the e-voting outcome for Resolution No. 1:

Particulars: No. of Postal Ballot E-Voting No. of Shares % of Total Paid-up Equity Capital % of Total Votes Polled Voting exercised through E-Voting 20 2966220 69.66 100 E-Voting assent (in favour) 20 2966220 69.66 100 E-Voting dissent (against) 0 0 0 0 E-Voting abstained 0 0 0 0 Total valid votes exercised 20 2966220 69.66 100

Category-Wise Voting Breakdown

The category-wise breakdown of votes polled provides further detail on shareholder participation. The Promoter and Promoter Group category held 2947520 shares and polled 2946720 votes, representing 99.9729% of their outstanding shares, all of which were cast in favour. Public Institutional shareholders held 78880 shares but recorded zero votes polled. Public Non-Institutional shareholders held 1232000 shares and polled 19500 votes, representing 1.5828% of their outstanding shares, all in favour.

Category: Shares Held Votes Polled % of Votes Polled on Outstanding Shares Votes in Favour Votes Against Promoter and Promoter Group 2947520 2946720 99.9729 2946720 0 Public – Institutions 78880 0 0 0 0 Public – Non Institutions 1232000 19500 1.5828 19500 0 Total 4258400 2966220 69.6557 2966220 0

Scrutinizer's Findings

Mr. Ashwin Shah, Practicing Company Secretary (Membership Number FCS: 1640, COP: 1640), was appointed as the Scrutinizer to oversee the postal ballot process in a fair and transparent manner. In his report dated May 8, 2026, Mr. Shah confirmed that all votes cast electronically up to May 8, 2026 at 5:00 p.m. were considered for scrutiny. The votes were unblocked in the presence of two witnesses, Ms. Yatri Patel and Ms. Maitri Mehta, both of whom are not in the employment of the company. Based on his findings, Mr. Shah confirmed that since 100% of total votes polled were in favour of Resolution No. 1, the resolution was duly passed as an Ordinary Resolution with requisite majority.

Rupesh Kasavkar, Chairman & Managing Director of Rulka Electricals, declared the result of the postal ballot on May 8, 2026, confirming the resolution as duly passed. The promoter and promoter group were noted as not having any interest in the agenda or resolution. All relevant records and registers pertaining to the e-voting process are to be retained in safe custody until the minutes of the postal ballot are approved and signed, after which they will be handed over to the compliance officer of the company.

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