R&B Denims Ltd has resubmitted its Annual Report for the financial year 2025-26 to BSE Limited on July 15, 2026, following an email from the Exchange advising the company to file the report under the appropriate disclosure category. The company confirmed that the contents of the Annual Report remain unchanged from the earlier submission, and the resubmission was made solely for compliance purposes. The report, originally submitted under Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was signed by Company Secretary and Compliance Officer Sujata Chirag Dudharejiya.

Financial Highlights

The Annual Report discloses consolidated total revenue of ₹48,326.24 lakhs for FY 2025-26, a 26.26% increase over ₹38,274.58 lakhs in the previous year. However, consolidated net profit declined 9.87% to ₹2,476.18 lakhs from ₹2,747.40 lakhs. On a standalone basis, total revenue rose 23.26% to ₹29,108.03 lakhs, while standalone net profit fell 30.96% to ₹1,444.15 lakhs from ₹2,091.85 lakhs. The Board of Directors has not recommended any dividend for the year ended March 31, 2026, citing the need to conserve funds for business expansion.

The following table presents the key financial metrics for FY 2025-26 and FY 2024-25 (Rs. in Lakhs):

Key standalone financial ratios for FY 2025-26 reflect the year's performance:

Strategic Developments and Business Expansion

A significant milestone highlighted in the annual report is the company's strategic entry into the garment manufacturing segment, enabling end-to-end denim solutions and strengthening its value chain. The company also subdivided its equity shares from a face value of ₹2/- per share to ₹1/- per share and issued bonus shares in the ratio of 1:2 post the share split, effective April 2, 2026, with bonus shares issued on April 6, 2026. The authorized share capital was increased from ₹25,50,00,000 to ₹30,00,00,000. The company holds 67% shareholding in Ricon Textile Limited, acquired on April 1, 2025. During the year, a search and seizure operation was conducted at the registered office and at the premises of the promoters and CFO on April 22 and 23, 2026, pursuant to an order of the Special Judge, SEBI, in connection with an investigation relating to trading activities in certain scrips.

16th Annual General Meeting and Related Party Transactions

The 16th Annual General Meeting is scheduled for Wednesday, August 5, 2026, at 11:30 AM IST via Video Conferencing/Other Audio-Visual Means (VC/OAVM). The cut-off date for shareholder voting eligibility is July 29, 2026, and remote e-voting will be open from August 2, 2026 (9:00 AM) to August 4, 2026 (5:00 PM). Mr. Bhaveshkumar Arjunkumar Rawal has been appointed as Scrutinizer. Shareholders will also vote on the reappointment of Mr. Nirmit Dalmia as Whole-time Director and the ratification of remuneration of ₹40,000 plus taxes for M/s V.M. Patel & Associates as Cost Auditors for FY 2026-27.

The Board has identified three related party transactions (RPTs) exceeding materiality thresholds under SEBI Listing Regulations, requiring shareholder approval. The proposed transactions are summarized below:

All three RPTs are proposed for the period from the conclusion of the 16th AGM to the 17th AGM, to be conducted at arm's length and in the ordinary course of business. The Audit Committee approved these transactions in its meeting held on July 11, 2026.

Subsidiary Performance (FY 2025-26)

The company has three subsidiaries — RB Industries, Ricon Industries, and Ricon Textile Limited — all incorporated in Surat, India. Key financial details are presented below (Rs. in Lakhs):

CSR and Corporate Governance

The company's total CSR obligation for FY 2025-26 stood at ₹10,95,310, against which it spent ₹15,00,000, resulting in an excess spend of ₹4,04,690 available for set-off in succeeding years. CSR activities focused on promoting education, with donations made to Agarwal Samaj Vidya Vihar Trust (₹12,00,000) and Friends of Tribal Society (₹3,00,000). The Board comprises ten directors, including executive, non-executive, and independent directors, with Amit Dalmia serving as Chairman and Managing Director. The company's bankers are The Cosmos Co-op Bank Ltd and Axis Bank Limited.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE012Q01039/cc1bc795-010d-4034-bec6-9d4261a49dec.pdf

R&B Denims confirmed that its promoters and persons acting in concert (PAC) did not encumber any shares held by them in the company during the financial year 2025-26. This declaration ensures that the shareholding structure remains free of charges or liens, providing stability to the company's ownership base. The disclosure was made by Amit Dalmia, Promoter and Chairman and Managing Director, on behalf of the entire promoter group.

The filing was submitted to BSE Limited and National Stock Exchange of India Limited in compliance with Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The regulation mandates an annual confirmation regarding the encumbrance status of shares held by promoters and PACs. The disclosure covers the period ending March 31, 2026.

Promoter and PAC Shareholding Details

The disclosure listed 16 entities belonging to the promoter and promoter group, along with their respective shareholdings as of March 31, 2026. Amit Dalmia, Rajkumar Mangilal Borana, and Deepak Dalmia are the key individual promoters holding significant stakes in the company.

The declaration was signed and submitted on April 6, 2026. The company requested the exchanges to take the disclosure on record and acknowledge the same.