RDB Rasayans Ltd

AGM details

• AGM held via VC/OAVM on August 20, 2026 at 12:30 PM; concluded at 1:28 PM.

Key resolutions

• Item 1 (Ordinary): Adoption of annual financial statements.
• Item 2 (Ordinary): Re-appointment of director by rotation.
• Item 3 (Special): Approval of material related party transactions.
• Item 4 (Special): Authorization of transactions under section 185.
• Item 5 (Special): Enhancement of limits under section 186.

Voting status

• Voting results pending; will be declared after Scrutinizer's report.

AGM Details

• Date: 20 August 2026
• Mode: VC/OAVM (no physical attendance)
• Record date: 9 September 2025

Key Resolutions

• Adopt Audited Financial Statements for year ended 31 March 2026.
• Re-appointment by rotation of Pragya Baid as director.
• Approval of material related party transactions.
• Authorisation for investments, guarantees, and securities.
• Enhancement of limits for granting loans, guarantees, and securities.

Voting Results

• Resolution 1: Passed by majority.
• Resolution 2: Passed; 89.44% in favour.
• Resolution 3: Passed; 100% in favour.
• Resolution 5: Passed; 99.63% in favour.
• Resolution 6: Passed; 99.63% in favour.

Dividend

• No dividend declared or proposed.

Director Changes

• Pragya Baid reappointed by rotation as director.

Material Related Party Transactions

• Approval of material related party transactions; counterparty not disclosed.

Other Approvals

• No other material approvals reported.

AGM Details

• Held on 20 August 2026 via VC/OAVM at 12:30 PM.
• Attendance: 95 members; quorum met.
• Remote e-voting: 17–19 August 2026; voting at meeting via NSDL.
• Chair: Mr. Shanti Lal Baid, MD.
• Proxy attendance not available for this AGM.

Key Resolutions

• Item 1: Adoption of audited financial statements for year ended 31 March 2026.
• Item 2: Re-appointment of Pragya Baid (retiring by rotation).
• Item 3: Special: Approval of material related party transactions for FY 2026-27.
• Item 4: Special: Authorization of transactions under section 185.
• Item 5: Special: Enhancement of limits for loans, investments, guarantees, and securities under section 186.

Voting Results

• Item 1: Results pending; consolidated outcome to be declared.
• Item 2: Results pending; consolidated outcome to be declared.
• Item 3: Results pending; consolidated outcome to be declared.
• Item 4: Results pending; consolidated outcome to be declared.
• Item 5: Results pending; consolidated outcome to be declared.

Director Changes

• Re-appointment of Pragya Baid (retiring by rotation).

Material Related Party Transactions

• Approval of material related party transactions for FY 2026-27.

IPO funds deviation status

• Purpose: Confirmation of no deviation in use of IPO funds raised.
• Mode: Public Issue (IPO).
• Amount raised: 35.55 Cr; Dates: 21-09-2011 to 23-09-2011.
• Deviation in use of funds raised: No.
• Monitoring agency: Not Applicable.
• Status of fund utilisation: Partly utilised; 1045.17 Lacs utilised of 2780.83 Lacs.

Original allocation vs utilisation

• Original allocation: 2780.83 Lacs; Funds utilised: 1045.17 Lacs.
• Deviation/variation: Not applicable.

Financial results

• Approved unaudited standalone quarterly results for quarter ended 30 June 2026; Limited Review Report noted.

IPO proceeds utilization

• IPO proceeds utilized as of 30 June 2026: total deployed ₹3,555.00 lac.
• Balance ₹1,818.63 lac remains, deployed in fixed deposits and mutual funds.

Audit oversight

• Results reviewed by Audit Committee and approved by Board.

Review status

• Limited Review Report finds no material misstatement in results.

AGM notice dispatch

• Electronic dispatch of AGM notice and FY2025-26 annual report completed.

Financial performance

• Revenue from operations: ₹11,775.42 lakhs for FY2025-26, down from ₹14,837.00.
• PBIDT: ₹4,696.27 lakhs, up from ₹3,722.80.
• Net profit after tax: ₹3,396.19 lakhs, up from ₹2,647.12.
• Total comprehensive income: ₹3,414.15 lakhs, up from ₹2,647.71.
• Cash flow from operations: net outflow ₹1,152.64 lakhs.

Segment and revenue mix

• Manufacturing revenue: ₹11,775.43 lakhs; Trading: ₹0; Unallocable income: ₹2,543.41.
• Total segment revenue from operations: ₹14,318.84 lakhs.
• Trading segment reported nil revenue in FY2025-26.
• Unallocable income forms part of segment totals: ₹2,543.41.

Capital structure and liquidity

• Equity share capital: ₹1,771.48 lakhs; Authorized: ₹1,800.00 lakhs.
• Total equity: ₹22,938.59 lakhs.
• Current borrowings: ₹87.87 lakhs; prior year ₹53.45 lakhs.
• IPO proceeds: deployed ₹1,736.37 lakhs; balance ₹1,818.63 lakhs unutilized.
• Dematerialisation: 90.74% of shares.
• Cash and cash equivalents: ₹14.54 lakhs.

Dividends and reserves

• No dividend proposed for FY2025-26.
• No transfer to reserves.
• Retained earnings: ₹19,833.59 lakhs as of 31 March 2026.

Governance and board

• Board size six: two executives, three independent, one woman director.
• Riya Jain appointed Independent Director from 26-Jun-2025.
• Abhay Doshi ceased Independent Director from 28-May-2025.
• Audit Committee: 3 directors, 4 meetings; chair rotated to reflect new composition.
• Nomination & Remuneration Committee: 3 directors, 1 meeting.
• CSR Committee: 3 directors, 1 meeting; CSR policy on the website.

Related party transactions & IPO proceeds

• Proposed material related party transactions up to ₹300 crore for FY2026-27.
• Parties include RIPL, RDBRECL, RBHPL, RDB Primarc, RSPL, NCL, Nirvana Devcon, GIPL, Loka, Danbro Hotels.
• Aggregate value of RPT up to ₹300 crore; ~254.77% of annual turnover.
• Board approved enhancement of Section 186 limits to ₹300 crore.

CSR and ESG

• CSR expenditure: ₹67.64 lakh (average net profit basis).
• CSR activities span education, healthcare, water, rural development, women empowerment.
• Contribution to Sri S.L. Dugar Charitable Trust: ₹62.64 lakh.
• CSR policy hosted on company website; CSR Committee meets as prescribed.

Outlook, risks and market context

• PP jumbo bags market size USD 2.8B in 2024; expected USD 6.1B by 2034 (CAGR ~8.4%).
• Asia-Pacific remains dominant; sustainability and recycling trends drive demand.
• Company plans expansion in West Bengal and across India; aims to leverage FIBC leadership.
• Key risks: raw-material price volatility, competition from China, and regulatory environmental guidelines.
• Return on net worth: ~0.14% in 2026 vs ~0.12% in 2025.
• Integrated Haldia plant supports up to 2.5 million woven sacks and 250,000 jumbo bags monthly.

Contingent liabilities & litigation

• Tax disputes total ₹159.29 lakhs (IT, GST, Central Excise).
• No IBC proceedings or long-term contract losses noted.
• Auditors confirm no material uncertainty affecting going concern.

AGM Details & Resolutions

• AGM: 20 August 2026, 12:30 PM, via VC/OAVM.
• Record date for notice: 10 July 2026.
• E-voting window: 17–19 August 2026; cut-off date: 13 August 2026.
• Resolution 1: Ordinary: adopt annual financial statements and reports.
• Resolution 2: Ordinary: re-appoint Pragya Baid (retiring by rotation).
• Resolution 3: Ordinary: approve material related party transactions with specified entities up to Rs 300 crore.
• Resolution 4: Special: Section 185 approvals for loans/guarantees/securities to related entities.
• Resolution 5: Special: enhance Section 186 limits to Rs 300 crore for loans/investments/guarantees/securities.
• Material RPTs: aggregate up to Rs 300 crore with related parties, approved by Audit Committee.