Raj Rayon Industries Ltd

Dematerialisation processing and listing

• Dematerialisation requests for quarter ended 30 September 2026 were confirmed to the depositories (accepted/rejected).
• Securities included in dematerialised certificates have been listed on the exchanges where existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification, with depository name substituted as registered owner.
• Actions were completed within prescribed timelines.

AGM Details

• AGM held on 30 September 2026 at 12:00 Noon via VC/OAVM.
• Book closure date: NA.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of annual accounts passed; 100% in favour; 150 dissent.
• Resolution 2 (Ordinary): Reappointment of Sapna Rajkumar Agarwal; passed.
• Resolution 3 (Ordinary): Ratification of remuneration to cost auditors; passed.
• Resolution 4 (Special): Approval of related party transactions; passed; related party votes excluded.

Director changes

• Ms Sapna Rajkumar Agarwal reappointed as director (retiring by rotation).

Auditors

• Remuneration of cost auditors approved; no change to statutory auditors mentioned.

Related party transactions

• Related party transactions approved; counterparty and value not disclosed.

AGM Details

• Date and time: 30 September 2026, 12:00 Noon (VC/OAVM).
• Meeting concluded at 12:07 PM.
• Remote e-voting: 27 Sep 2026 9:00 AM to 29 Sep 2026 5:00 PM.
• Scrutinizer: Mrs. Riddhi Shah.

Key Resolutions and Results

• Adoption of annual accounts and reports for FY ended 31 March 2026: Passed.
• Reappointment of Ms. Sapna Rajkumar Agarwal on rotation: Passed.
• Remuneration ratification for Cost Auditors: Passed.
• Approval of related party transactions: Passed.

Director Changes

• Ms. Sapna Rajkumar Agarwal reappointed as director on rotation.

Auditor Matters

• Remuneration ratified for Cost Auditors; no amount disclosed.

AGM Details

• Date and time: 30 September 2026, 12:00 Noon, via VC/OAVM.
• Remote e-voting: 27–29 September 2026, 9:00 AM–5:00 PM IST.
• Venue voting conducted; Scrutinizer appointed for venue voting.
• Scrutinizer: Riddhi Shah, Practising Company Secretary.
• Meeting concluded at 12:07 PM.

Resolutions and outcomes

• Adoption of annual accounts — passed; 525,472,305 in favour, 150 against.
• Appointment of Sapna Rajkumar Agarwal by rotation — passed; 525,472,305 in favour, 150 against.
• Remuneration ratified for Cost Auditors — passed; 525,472,305 in favour, 150 against.
• Approval of related party transactions — Special; 13,509,658 in favour, 150 against.

Director changes

• Sapna Rajkumar Agarwal reappointed as director (ordinary).
• Reappointment follows rotation terms under Companies Act 2013.

Auditors

• Remuneration to Cost Auditors ratified; ordinary resolution.

Related party transactions

• Related party transactions approved; no further details disclosed.

Meeting Details

• Date and time: 28 September 2026, 5:00 PM onwards; virtual group meeting.
• Organized by: Arihant Capital Markets Limited; venue: virtual.
• Purpose: discussions based on publicly available information; no UPSI.
• Participants: company officials including Managing Director to attend investor conference.

Raj Rayon Industries Ltd – Trading Window closed from 1st October, 2026 till the end of 48 hours after the declaration of the Un-Audited Financial Results for second Quarter and half year ending on 30th September, 2026; the trading window shall open after the 48 hours of declaration of said results.

Overview

• Standalone BRSR filed for FY2025-26; boundary is standalone entity.
• Main activities: manufacturing chips, POY, PTY yarn.
• Product mix shares: Chips 8.35%; POY 68.66%; PTY 22.99% of turnover.
• Plant located in Silvassa; serves 13 Indian states; exports NIL.
• POY yarn BIS certified; 100% turnover from manufacturing.

Key ESG Risks & Opportunities

• Waste management identified as risk and opportunity; in-house segregation reduces plastic usage.
• Human rights risk from evolving regulations; policies include Code of Conduct, POSH, Whistleblower.
• Employee engagement and wellbeing considered an opportunity to boost safety and productivity.
• Product quality and safety seen as opportunity; aims to lead Polyester Chips and Yarn.
• Supply chain management identified as opportunity; measures underway to enhance resilience.
• BIS certification for POY Yarn supports product standards.

Governance & Policy Highlights

• Board formed Risk Management Committee in 2023; BR policies overseen by the Board.
• Anti-corruption policy in Code of Conduct; prohibits bribes; aligns with governing law.
• No penalties or external BR assessments in FY2025-26; internal evaluation conducted.
• Policies posted on company website; board approval; policies translated into procedures.
• Highest BR oversight by WTD & CFO; business heads drive policy implementation.

Social Responsibility & Workforce

• Total employees 244; permanent 244; male 229; female 15.
• Total workers 168; male 168; female 0.
• Board representation: 2 women among 6 directors (33%).
• Grievance redressal mechanism exists; 0 complaints FY2025-26.
• CSR applicability; CSR turnover disclosed; funds directed to NGO partnerships.
• Training coverage: Board 100%; KMP 100%; employees 85%; workers 85%.
• Maternal leave absent in last three years.
• Non-occupational medical coverage not yet provided; coverage being sought.
• LTIFR: Employees 0.10; Workers 0.15 per million hours.
• ISO 45001:2018 safety framework; audits and risk assessments.

Environmental Performance

• Total electricity consumption: 94.77 million units; renewables 0.
• Groundwater 292,000 kl; third-party water 27,375 kl; surface water 0.
• Total water withdrawal: 319,375 kl; water recycled after treatment and rainwater harvesting.
• Air emissions: NO2 19 mg/Nm3; SO2 16; PM 86.
• Emissions tested by Precitech Laboratories Pvt. Ltd.
• Total waste 152 MT; plastic 30 MT; paper 65 MT; wood 35 MT; MS scrap 42 MT.
• Hazardous waste: used oil 3.5 MT; discarded containers 1,150 nos.
• Landfill waste: 85 MT.
• Solar panels, rainwater harvesting and LED upgrades improve energy efficiency.
• PAT not applicable; no environmental impact assessments conducted this year.
• BIS certification for POY Yarn.

Stakeholder Engagement & Complaints

• Stakeholders: communities, investors, suppliers, employees, regulatory bodies, customers.
• Engagement channels: email, SMS, website, meetings; frequency varies by group.
• 0 complaints filed FY2025-26 across stakeholder groups.
• Customer resolution system; zone heads accountable; quarterly management reviews.
• Data privacy: internal IT policy; no data breaches reported.

Other Notable Metrics

• Related-party sales: Rs 4,655.23 lakh; total sales Rs 11,797.17 lakh; 3.95%.
• Purchases from trading houses: 0.08% of total purchases; top trading house count: 1.
• Total purchases: Rs 93,972.21 lakh; top trading houses account for 100%.
• Share of purchases from related parties: 0.36% of total purchases.
• Data privacy: internal IT policy; no data breaches; website: www.rajrayon.com.

Financial performance

• Revenue from operations: ₹117,971.70 Lakhs; up from ₹84,937.94 Lakhs prior year.
• Total income: ₹118,461.74 Lakhs in FY2025-26.
• Profit before tax: ₹3,230.77 Lakhs; profit after tax: ₹3,399.28 Lakhs.
• Net profit margin: 2.88%.
• Basic EPS: ₹0.61; diluted EPS: ₹0.42.
• ROE: 24.37%; ROCE: 16.99%.
• Debt-equity: 1.42x; net debt: ₹19,979.76 Lakhs.
• Total borrowings: ₹22,249.27 Lakhs; cash and equivalents: ₹1,242.26 Lakhs.
• Dividend declared for 2025-26: None.
• YoY revenue growth supported by revival post-IBC resolution.

AGM & governance

• 33rd AGM scheduled for 30 Sep 2026 via VC/OAVM.
• Board comprises 6 directors; 3 independent; four board meetings held in FY2025-26.
• Auditor's report is qualified due to pending bank statements from inoperative accounts.
• Secretarial audit flagged Reg 38 LODR MPS non-compliance; promoter demat accounts frozen potential.
• Related party transactions: SVG Fashions up to ₹900 Cr; other promoter entities up to ₹5-10 Cr.
• Independent Directors' meeting held on 27 Feb 2026.

Capital structure & liquidity

• Long-term borrowings: ₹15,078.37 Lakhs; short-term borrowings: ₹7,170.89 Lakhs.
• Total equity: ₹15,647.46 Lakhs; total capital: ₹33,127.22 Lakhs.
• Net debt: ₹19,979.76 Lakhs; gearing 0.60x; debt-to-equity 1.42x.
• Cash and cash equivalents: ₹1,242.26 Lakhs; undrawn liquidity monitored.
• Debt maturity profile includes current portion of long-term borrowings.

Operations & strategy

• Plant: 25 acres, 900,000 sq ft facility in Silvassa.
• Products: Chips, POY, DTY; FDY capacity expansion in progress.
• Product mix: POY 68.66%, DTY 22.99%, Chips 8.35% of turnover.
• Domestic revenue; no recorded exports in FY25-26.
• Raw materials cost: ₹97,263.18 Lakhs; finished goods inventories ₹11,809.98 Lakhs.
• Capex: ₹14,837.34 Lakhs; CWIP ₹87.38 Lakhs in FY26.

Governance & audit flags

• Audit firm: Bagaria & Co. LLP; a qualified opinion due to bank-statement access issues from pre-management era.
• Independent Directors meetings held; remuneration to directors largely waived given IBC status.
• KMP changes: Company Secretary changed post-year; CFO remains in role with governance oversight.
• Internal controls: robust framework with quarterly internal audits; audits feed into Audit Committee.

Related party transactions & policy

• RPTs approved by Independent Directors on Audit Committee; arm's length terms.
• SVG Fashions is the holding company; related parties include Rajwada Silk Mills, Binaykia Synthetics, etc.
• RPT policy available on company website.
• RPTs form part of financial statements per Ind AS 24.

ESG, CSR & sustainability

• CSR expenditure: ₹5.00 Lakhs; education project at Om Nagar, Nashik.
• BRSR section included; standalone basis; governance oversight by Board.
• Energy efficiency initiatives: LED lighting, energy audits, and process improvements.
• Waste and water: recycling of water; effluent treatment with RO; rainwater harvesting.

Outlook & risks

• Long-term textile industry outlook positive; domestic demand rising, exports contingent on global markets.
• Key risks: raw material price volatility, energy/logistics costs, regulatory compliance, competition.
• Government initiatives (PLI, PM MITRA, MMF) expected to improve competitiveness and capacity utilization.
• Company focuses on margin-enhancing projects and diversifying product lines.

AGM notice & investor info

• 33rd AGM notice and annual report available on company website and stock exchanges.
• Remote e-voting window: 27 Sep to 29 Sep 2026; results to be announced after AGM.
• Shareholder eligibility for voting at AGM via VC/OAVM; proxies not allowed for this meeting.

AGM Details & Key Resolutions

• AGM date/time/mode: 30 Sept 2026 at 12:00 Noon via VC/OAVM.
• Record and cut-off: e-voting cut-off 23 Sept 2026.
• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Sapna Rajkumar Agarwal as Director, retiring by rotation.
• Special: Ratify cost auditor remuneration for FY ending 31 March 2027: ₹1,00,000 plus expenses.
• Special: Approve RPTs with SVG Fashions Private Limited up to ₹900 Crs for Oct 2026–Sept 2027.
• Special: Approve RPTs with Rajwada Silk Mills LLP up to ₹5 Crs for Oct 2026–Sept 2027.
• Special: Approve RPTs with Binaykia Synthetics Ltd up to ₹5 Crs for Oct 2026–Sept 2027.
• Special: Approve RPTs with Deepak Synthetics Pvt. Ltd up to ₹5 Crs for Oct 2026–Sept 2027.
• Special: Approve RPTs with Venkateshwar Udyog & Finance Private Limited up to ₹5 Crs.
• Special: Approve RPTs with Sunflag Filaments Limited up to ₹10 Crs.
• Special: RPT period: Oct 01, 2026 to Sep 30, 2027.
• Note: Related parties shall not vote on item 4.
• Director details: Sapna Rajkumar Agarwal is Director (Non Executive Woman).