Rathi Bars Limited shareholders approved the appointment of Sachindra Jha as a non-executive independent director at its 33rd Annual General Meeting on September 17, 2026. The special resolution grants Jha a first term of five years, ending on September 17, 2031.

The meeting, conducted via video conferencing from 12:00 pm to 12:10 pm, saw members approve all six proposed resolutions through remote e-voting and electronic voting systems. All agenda items received the requisite majority.

Voting Participation and Results

Of the 8,812 shareholders on the record date (September 10, 2026), only 64 participated in the meeting via video conferencing or e-voting. This represents a low turnout of approximately 0.7% of total shareholders.

Promoter and promoter group entities held 10,453,112 shares and cast 100% of their votes in favor of every resolution. Public non-institutional shareholders held 5,877,245 shares but participated minimally, with only 997 votes polled (0.017% participation). Of these public votes, 86.36% were cast in favor.

Key Resolutions Passed

Shareholders adopted the audited standalone financial statements for FY26 and ratified cost auditors' remuneration. Related party transactions with Rathi Special Steels and Bhiwadi Iron were also approved.

Board and Committee Updates

Uddhav Rathi was reappointed as a whole-time director, retiring by rotation. Anurag Rathi served as Chairman and Managing Director during the proceedings. Uddhav Rathi, Chief Financial Officer, outlined the voting process.

Other directors in attendance included Hukum Singh, Rajendra Prasad, Sonali V Chitalkar, and Shikha Chakraborty. The appointment of Jha strengthens the board's independent oversight with his over 20 years of experience in steel manufacturing operations, quality management, and supply chain coordination.

Audit and Compliance

Statutory auditors from Masar & Co. attended via video conference. Devesh Maheshwari of PWR Associates acted as the scrutinizer for the voting process. The secretarial auditor was absent but granted leave.

Rathi Bars reported a net loss of ₹115.2 crore for the financial year ended March 31, 2026, reversing a net profit of ₹25.7 crore in the prior year. Revenue from operations contracted 25% to ₹3,686 crore, driven by temporary manufacturing suspensions and regulatory pressures.

The company faced significant operational headwinds during the fourth quarter, including income tax search proceedings, GRAP Stage IV restrictions in the NCR region, and an amendment to its Consent to Operate by the Rajasthan State Pollution Control Board. These factors led to a suspension of manufacturing activities, resulting in nil cash flows for the period.

Financial Performance

Revenue from operations declined to ₹3,685.99 crore from ₹4,962.88 crore in FY25. EBITDA turned negative at -₹10.0 crore, compared to a positive ₹147.8 crore in the previous year. The operating loss was exacerbated by finance costs of ₹60.9 crore and depreciation of ₹49.9 crore.

Audit Qualifications and Liquidity Concerns

Statutory auditors Masar & Co. issued a qualified opinion on the standalone financial statements, citing multiple material uncertainties. The report highlighted defaults in servicing cash credit facilities with Axis Bank (₹60.1 crore outstanding) and Yes Bank (₹19.7 crore outstanding). Additionally, the company defaulted on principal and interest payments for an HDFC Bank term loan of ₹4.1 crore since January 2026.

A significant portion of current liabilities includes ₹642.1 crore under TReDS facilities, which remains outstanding and is currently under litigation. The auditors noted that these events cast doubt on the company's ability to continue as a going concern.

What the Numbers Show

The divergence between revenue decline and rising liabilities signals severe liquidity strain. While revenue dropped 25%, trade payables increased to ₹116.1 crore from ₹75.9 crore, and other current liabilities rose to ₹671.1 crore. The provision for bad debts surged to ₹74.8 crore, reflecting uncertainty over the recoverability of ₹945.6 crore in sundry debtors, of which approximately ₹300 crore was disputed during balance confirmations.

Corporate Governance Changes

The Board proposed the appointment of Mr. Sachindra Jha as an Independent Director for a five-year term. Ms. Sonali V Chitalkar will cease to hold office as an Independent Director upon completion of her second consecutive term. The Company Secretary position remained vacant following the resignation of Ms. Bharti Chitkara in March 2026, leading to a procedural qualification in the audit report regarding the signing of financial statements.