Meeting Details

The 22nd Annual General Meeting will be held on Monday, August 24, 2026 at 3:00 P.M. through Video Conferencing/Other Audio-Visual Means (VC/OAVM).

Ordinary Business Items

1. Adoption of Financial Statements

To receive, consider and adopt the Audited Balance Sheet as at March 31, 2026 and Profit & Loss Account for the year ended on that date together with the report of the Board of Directors & Auditors thereon.

2. Reappointment of Managing Director

To appoint Mr. Bimalkumar Rajkumar Bansal (DIN: 00029307) as Managing Director liable to retire by rotation. He currently holds 18.44% shareholding in the company and draws remuneration of ₹2,00,000 per month.

Special Business Items

3. Reappointment of Independent Director

To reappoint Mrs. Rachana Agarwal (DIN: 08081299) as Non-Executive Independent Director for a second term of five consecutive years from August 26, 2026 to August 25, 2031.

4. Cancellation of Employee Stock Option Scheme

To cancel/terminate the 'Raw Edge Industrial Solutions Limited - Employee Stock Option Plan 2023' effective from July 30, 2026. No equity shares have been allotted under the Scheme till date, and no dilution in share capital has occurred. The Nomination and Remuneration Committee had previously cancelled the grant of 79,500 stock options made on May 18, 2024.

5-13. Material Related Party Transactions

Shareholder approval sought for nine separate related party transactions, each for an aggregate value not exceeding ₹25,00,00,000 (₹25 Crores), totaling ₹175 Crores:

Transaction Details:

  • Parties Involved: Mr. Bimalkumar Rajkumar Bansal (MD), Mr. Sourabh Bimalkumar Bansal, Mr. Siddharth Bimal Bansal, Mrs. Bala Bimalkumar Bansal, Mrs. Shalini Siddharth Bansal, Mrs. Shweta Sourabh Bansal, Bimalkumar Rajkumar Bansal (HUF), Sourabh Bimalkumar Bansal (HUF), Siddharth Bimalkumar Bansal (HUF)
  • Transaction Type: Primarily acceptance of unsecured loans (99%) with some availing/rendering of services (1%)
  • Tenure: 12 months (from 22nd AGM to 23rd AGM in 2027)
  • Interest Rate: 12% per annum
  • Security: Unsecured
  • Repayment: On demand
  • Purpose: To meet working capital requirements and business expansion needs

Financial Impact:

  • Each transaction represents 69.85% of the company's annual consolidated turnover
  • Debt to Equity Ratio: 0.80 (pre-transaction)
  • Debt Service Coverage Ratio: 1.176 (pre-transaction)
  • Post-transaction ratios cannot be determined with reasonable accuracy at this stage

Regulatory Context:

These transactions exceed the materiality threshold under Regulation 23 of SEBI Listing Regulations following amendments effective December 19, 2025. The Audit Committee approved these transactions in their meeting held on July 30, 2026.

Voting Information

  • Record Date: Monday, August 17, 2026
  • Remote e-Voting Period: August 21, 2026 (9:00 AM) to August 23, 2026 (5:00 PM) through NSDL
  • Voting Rights: Proportional to paid-up equity share capital as on record date
  • Results Declaration: Within two working days of meeting conclusion

Explanatory Statement Details

The explanatory statement provides comprehensive details of each related party, including their relationship with the company, shareholding patterns, previous transactions, and justification for the proposed transactions being in the company's interest.

Director Information

Mr. Bimalkumar Rajkumar Bansal (DIN: 00029307) has been associated with the company since October 22, 2012, has over 38 years of experience in textiles, chemicals, and minerals businesses, and currently receives remuneration of ₹2,00,000 per month.

Compliance References

  • Filed under Regulation 30 of SEBI (LODR) Regulations, 2015
  • Section 102 of Companies Act, 2013 for explanatory statement
  • Section 108 of Companies Act, 2013 for e-voting provisions
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for ESOP cancellation