Company Overview
R & B Denims Limited (Scrip Code: 538119) disclosed its Annual Report for FY 2025-26 along with notices for its 16th Annual General Meeting scheduled for August 5, 2026. The company operates in the textiles sector with significant subsidiary operations through RB Industries, Ricon Industries, and Ricon Textile Limited.
Financial Performance
Standalone Results: Revenue from operations grew 23.26% to ₹291.08 crore (FY25: ₹236.14 crore) while net profit declined 30.96% to ₹14.44 crore (FY25: ₹20.92 crore). Other income decreased to ₹9.33 crore from ₹11.83 crore in the previous year.
Consolidated Performance: The group reported revenue growth of 27.03% to ₹465.92 crore with net profit declining 9.87% to ₹24.76 crore. Total comprehensive income stood at ₹24.88 crore compared to ₹27.57 crore in FY25.
Capital Restructuring & Corporate Actions
The Board approved significant capital structure changes effective April 2026:
- Share Split: Subdivision of each ₹2 face value share into 2 shares of ₹1 each
- Bonus Issue: 1:2 bonus issue (1 bonus share for every 2 shares held) post split
- Authorized Capital Increase: From ₹25.50 crore to ₹30.00 crore
These actions were implemented after the balance sheet date and are not reflected in the FY26 financial statements.
Subsidiary Operations & Investments
The company maintains investments in three material subsidiaries:
- RB Industries: 20% stake, contributed ₹34.84 crore revenue and ₹1.01 crore to comprehensive income
- Ricon Industries: 20% stake, contributed ₹61.94 crore revenue and ₹4.66 crore to comprehensive income
- Ricon Textile Limited: 67% stake acquired during the year for ₹3.35 crore
Total non-current investments stood at ₹91.30 crore, including ₹84.03 crore in partnership firms and ₹3.35 crore in the subsidiary.
Related Party Transactions
The company seeks shareholder approval for three major RPTs totaling ₹1,350 crores:
- ₹1,000 crores with RB Industries (purchase of goods, job work services, interest on capital)
- ₹1,050 crores with Ricon Industries (purchase of goods, interest on capital)
- ₹200 crores with Ricon Textile Limited (unsecured loans, investments)
FY26 transactions included ₹124.60 crore purchases from related parties and ₹68.04 crore interest on capital from partnership firms.
Financial Position & Ratios
Balance Sheet: Property, plant & equipment net value at ₹9.34 crore, inventories at ₹3.52 crore (hypothecated), trade receivables increased 45% to ₹5.69 crore. Current ratio improved to 2.62x from 1.68x, while debt-equity ratio reduced to 0.29x from 0.47x.
Borrowings: Secured borrowings include Axis Bank cash credit (₹3.55 crore at 8.75%) and Cosmos Bank facilities (₹1.00 crore cash credit + ₹1.77 crore term loan). Contingent liabilities include ₹63.19 crore corporate guarantee for Ricon Textile's credit facilities.
Regulatory Compliance & Governance
The Secretarial Audit Report noted several observations including delayed XBRL filing, delayed bonus share allotment intimation, and compliance issues with partnership firm subsidiaries. The company provided explanations citing administrative reasons and technical issues.
Key regulatory disclosures confirm:
- No benami properties or crypto currency transactions
- No wilful defaulter status
- ROC charges remain unsatisfied despite loan closures
- Compliance with company layer restrictions
AGM Agenda & Voting Arrangements
The 16th AGM will address:
1. Adoption of standalone and consolidated financial statements
2. Reappointment of Mr. Nirmit Dalmia as Whole-time Director
3. Ratification of cost auditor remuneration (₹40,000 + taxes)
4. Approval of three significant related party transactions
E-voting through NSDL will be available from August 2-4, 2026, with a scrutinizer appointed to oversee the process.