R&B Denims Ltd

Financial results

• Approved standalone and consolidated unaudited quarterly results for quarter ended 30 June 2026.
• Limited Review Report issued with unmodified conclusion; Board approvals completed on Aug 14, 2026.

Capital actions

• Shares subdivided from Rs 2 to Re 1 with effect from April 2, 2026.
• Bonus issue of 8,99,73,440 equity shares in 1:2 ratio on April 6, 2026.
• Paid-up capital increased from Rs 1,799.47 lakh to Rs 2,699.20 lakh as at 30 June 2026.

Auditor remarks

• Auditors issued unmodified review conclusions for standalone and consolidated results.

Investor complaints

• Investor complaints: start 10; received 7; disposed 17; end 0.

Reporting basis

• March 31, 2026 figures are balancing figures between audited full-year and nine-month unaudited figures.

Parties and purpose

• Lender: R&B Denims Limited; Borrower: Shah Paper Mills Limited.
• Purpose: unsecured loan to support Shah Paper Mills' business activities.

Key terms

• Loan size: Rs 4 crore; unsecured.
• Interest: 13.8% per annum.
• Tenure: from 28 July 2026; repayable on demand or mutual termination.
• Security: Nil.
• Shareholding in borrower: Nil.

Related party status

• No promoter/group relation; not a related party transaction.
• Arm's length not applicable due to non-related party status.

Impact and disclosures

• Asset created: unsecured loan receivable of Rs 4 crore; interest income expected at 13.8%.
• No collateral; no change in control or equity stake.
• Disclosure filed under Regulation 30; no other governance changes disclosed.

Termination / amendments

• Not applicable; loan agreement executed July 28, 2026.

Financial performance

• Standalone revenue from operations: 29,108.03 lakhs; total standalone revenue: 30,041.37 lakhs.
• Consolidated revenue from operations: 46,592.14 lakhs; total consolidated revenue: 48,326.24 lakhs.
• Standalone net profit after tax: 1,444.15 lakhs; declined 30.96% YoY.
• Consolidated net profit after tax: 2,476.18 lakhs; declined 9.87% YoY.
• Earnings per share: standalone 1.62; consolidated 2.77.
• Dividend not declared for FY2025-26 to fund expansion.
• Cash from operations: standalone -502.21 lakhs; consolidated 895.66 lakhs.
• Ricon Textile Limited acquired 67% stake on 01-04-2025; gain on bargain purchase 8.43 lakhs;
• CWIP at year-end: 396.27 lakhs reflecting ongoing capex.
• Net debt to equity: 0.19; net debt Rs 3,729.67 lakhs; equity Rs 19,750.85 lakhs.
• No breaches in debt covenants for the year.

Operations & segments

• Denim Fabric revenue: 24,848.21 lakhs; Yarn 2,681.23; Garment 87.68 lakhs.
• Jobwork revenue: Yarn finishing 1,102.09; Garmenting 56.58 lakhs.
• Domestic revenue: 28,038.20 lakhs; Export revenue: 1,069.83 lakhs.
• Garment manufacturing established in-house to offer end-to-end denim solutions.
• Capital Work-in-Progress at year-end: 396.27 lakhs.
• Acquisition of Ricon Textile Limited (67% stake) completed; consolidation impacts noted.

Dividend & capital allocation

• Dividend for FY2025-26 not declared; funds allocated to expansion activities.
• In 2025-26, capital changes approved: authorized capital increased; share split and 1:2 bonus issued post-year; reflected in subsequent steps (non-adjusting event).

Debt & liquidity

• Total debt position aligns with 0.19 net debt-to-equity ratio; covenants not breached.
• Cash flow from operations: standalone negative; consolidated positive cash flow from operations.
• Liquidity strategy maintained via positive cash balances and working-capital management.

Governance & board

• Board comprised of 10 directors; Nitika Abhishek Soni joined as Independent Director on 15-May-2025.
• Radhika Arun Kanodiya resigned as Independent Director on 15-May-2025.
• Audit Committee composition updated on 15-May-2025; Meetings held: 9 during the year.
• CEO/CFO certification and compliance processes maintained; several governance disclosures provided.

Related party transactions

• RPT thresholds: RB Industries up to Rs 1,000 crore; Ricon Industries up to Rs 1,050 crore; Ricon Textile Limited up to Rs 200 crore.
• All related party transactions to be at arm’s length and duly approved by Audit Committee and shareholders.
• Key related party counterparts include Amit Dalmia, Rajkumar Borana among others; ongoing within group structure.

CSR & ESG

• CSR Committee operates with policy available on company website; CSR focus on education and health care.
• Total CSR expenditure for 2025-26: Rs 15.00 lakhs; 2% of average net profit required: Rs 10.95 lakhs; shortfall Rs 4.04 lakhs.
• Renewable energy generation from in-house solar/wind sources covers ~93.6% of power consumption.
• CSR activities include education and health care initiatives; details on CSR Annexures.

Subsidiaries & acquisitions

• Material subsidiaries: RB Industries (20%), Ricon Industries (20%), Ricon Textile Limited (67%).
• Ricon Textile Limited acquired on 01-Apr-2025; purchase consideration Rs 335 lakh; Non-controlling interest Rs 169.15 lakh; gain on bargain purchase Rs 8.43 lakh.
• Consolidation includes goodwill assessment and line-item impacts on equity and P&L.

Audit flags & regulatory

• Secretarial Audit flagged issues: delayed XBRL filing; bonus-outcome disclosure delay; promoter name mismatch with NSE LODR; subsidiary-related gaps.
• Management has outlined steps to strengthen internal compliance and monitoring; some subsidiary governance matters noted.

AGM details

• AGM date/time/mode: 5 Aug 2026 at 11:30 AM via VC/OAVM.

Ordinary business resolutions

• Adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26.
• Reappoint Nirmit Dalmia as Whole-time Director, liable to retire by rotation.

Special resolutions

• Ratify Cost Auditor remuneration for FY 2026-27.
• Approve related party transactions with RB Industries up to ₹1,000 crore.
• Approve related party transactions with Ricon Industries up to ₹1,050 crore.
• Approve related party transactions with Ricon Textile Limited up to ₹200 crore.
• Omnibus approval for related party transactions.

Dividend

• Dividend not proposed for FY2025-26.

Director changes

• Nirmit Dalmia proposed for reappointment as Whole-time Director.

Auditor appointments

• Cost Auditor remuneration for FY 2026-27 ratified at ₹40,000 plus taxes.

Material related party transactions

• RB Industries: RPT up to ₹1,000 crore; subsidiaries; goods, services, lease, investment.
• Ricon Industries: RPT up to ₹1,050 crore; goods, services, loan arrangements.
• Ricon Textile Limited: RPT up to ₹200 crore; investment and related activities.

Other material approvals

• Omnibus approvals sought for related party transactions.

AGM Details

• AGM scheduled for August 5, 2026 at 11:30 AM IST via VC/OAVM.
• Remote e-voting from August 2, 2026, 9:00 AM to August 4, 2026, 5:00 PM.
• Cut-off date for e-voting and attendance: July 29, 2026.

Resolutions

• Ordinary: Adoption of Audited Standalone and Consolidated Financial Statements for year ended March 31, 2026.
• Ordinary: Re-appointment of Nirmit Dalmia as Whole-time Director, liable to retire by rotation.
• Ordinary: Ratification of remuneration for Cost Auditor for the financial year 2026-27.
• Ordinary: Approval to enter into related party transactions with RB Industries up to ₹1000 Crores.
• Ordinary: Approval to enter into related party transactions with Ricon Industries up to ₹1050 Crores.
• Ordinary: Approval to enter into related party transactions with Ricon Textile Limited up to ₹200 Crores.

Material Related Party Transactions

• RB Industries: RPTs up to ₹1000 Crores, arm's length, subject to shareholder approval.
• Ricon Industries: RPTs up to ₹1050 Crores; group synergies; independent directors' approval.
• Ricon Textile Limited: RPTs up to ₹200 Crores; omnibus approval.
• All related parties abstain from voting on RPT resolutions.
• RPTs are in ordinary course and at arm's length.

Cost Auditor Details

• Cost Auditor remuneration for FY2026-27 is Rs 40,000 plus taxes and expenses.

Dematerialisation status

• Dematerialisation requests processed; securities listed; certificates mutilated/cancelled; depository substituted as owner within 15 days.

Financial results

• Audited standalone results approved for quarter and year ended 31 March 2026.
• Audited consolidated results approved for quarter and year ended 31 March 2026.
• Standalone auditor issued an unmodified opinion.
• Consolidated auditor issued an unmodified opinion.

Key financial statements

• Standalone balance sheet and cash flow statement were approved.
• Consolidated balance sheet and cash flow statement were approved.

Capital actions

• Board proposed higher authorised capital and share split on 14 February 2026.
• Members approved the capital increase, split, and bonus issue at EGM on 13 March 2026.
• Share split and bonus issue became effective on 2 April 2026.
• Bonus shares were issued on 6 April 2026.

Business changes

• Solar and Wind Energy ceased as separate reportable segments.
• Management said New Labour Codes had no material impact on employee liabilities so far.

Governance and compliance

• Audit Committee reviewed and Board approved the results on 29 May 2026.
• Investor complaints: 30 received, 20 disposed, 10 unresolved at quarter-end.

Auditor remarks

• No material auditor qualifications or emphasis of matter were reported.