Your directors take pleasure in presenting the 16th Annual Report on the business and operations of your company together with the audited financial statements for the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
|
(Rs. in Lakhs)
|
|
Particulars
|
Standalone
|
Consolidated
|
|
For the year Ended
31-03-2026*
|
For the year Ended
31-03-2025*
|
For the year Ended
31-03-2026*
|
For the year Ended
31-03-2025*
|
|
Revenue from operations
|
29,108.03
|
23,613.76
|
46,592.14
|
36,678.27
|
|
Other Income
|
933.34
|
1,183.42
|
1,734.10
|
1,596.31
|
|
Total Revenue
|
30,041.37
|
24,797.18
|
48,326.24
|
38,274.58
|
|
Profit before tax and Exceptional Items
|
1,950.74
|
2,738.14
|
3,269.34
|
3,704.41
|
|
Exceptional Items
|
0.00
|
1.55
|
0.00
|
16.87
|
|
Profit before Taxation
|
1,950.74
|
2,739.69
|
3,269.34
|
3,721.28
|
|
- Current Tax
|
(563.99)
|
(692.66)
|
(754.23)
|
(1,008.97)
|
|
- Deferred Tax
|
46.59
|
45.20
|
(47.73)
|
36.69
|
|
- Short Provision for Income T ax expense relating to prior Year
|
10.82
|
(0.38)
|
8.79
|
(1.59)
|
|
Net Profit/ (Loss) for the Year
|
1,444.15
|
2,091.85
|
2,476.18
|
2,747.40
|
|
Other Comprehensive Income for the Year, Net of Tax
|
10.09
|
4.37
|
12.26
|
9.26
|
|
Total Comprehensive Income for the Year
|
1,454.24
|
2,096.22
|
2,488.44
|
2,756.66
|
|
*Figures regrouped and rounded off wherever necessary
|
The company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The financial statements as stated above are also available on the company's website www.rnbdenims.com.
STATE OF COMPANY'S AFFAIRS Standalone figures
During the current year, your company recorded total revenue of Rs. 30,041.37 Lakhs against Rs. 24,797.18 Lakhs in the previous year, representing an increase of 21.15% during the year but Net Profit for the year 2025-26 stood at Rs. 1,444.15 Lakhs as compared to Rs. 2,091.85 Lakhs in financial year 2024-25 which has decreased by 30.96%
Consolidated figures
During the current year, your company recorded total revenue of Rs. 48,326.24 Lakhs against Rs. 38,274.58 Lakhs in the previous year, representing an increase of 26.26% during the year and Net Profit for the year 2025-26 stood at Rs. 2,476.18 Lakhs as compared to Rs. 2,747.40 Lakhs in financial year 2024-25 which has decreased by 9.87%.
A detailed analysis on the company's performance is included in the “Management's Discussion and Analysis” Report, which forms part of this Report.
ROAD AHEAD
Our vision is to become one of the top-quality denim manufacturers and move towards sustainable growth. Our priorities are as follows:
• Focus on increasing production
• Maintaining Price Competitiveness
• Moving up the value chain - Expanding the product line under own brand
We are very excited to enter into the new phase of growth and will continue to invest in our capabilities to increase our presence prudently and create value for the shareholders. The company has set up a garmenting establishment in house as a part of its expansion plans, adding value to its business. We would like to be thankful to the entire stakeholders for being part of the journey.
DIVIDEND
Keeping in mind the overall performance and outlook for your company, your Board of Directors recommend that this time the company is not declaring dividends as the company requires funds for its business expansion. Your directors are unable to recommend any dividend for the year ended March 31, 2026.
UNCLAIMED DIVIDEND
There is no balance lying in unpaid equity dividend account.
TRANSFER TO RESERVE
Considering the financial position of the company; company has not transferred any amount to its General Reserve for the financial year 2025-26.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There have been no material changes occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.
SHARE CAPITAL
As on March 31, 2026 the share capital of the company was as under:
Subdivision, Bonus and increase in Authorized Share Capital
During the financial year ended March 31, 2026, the Board of Directors of the Company vide resolution dated February 14, 2026 proposed and agreed to subdivide each existing equity share of the Company having Face Value Rs. 2/- each into 2 equity shares of Face Value Re. 1/- each. Further, it was also proposed to issue bonus shares of the Company in the ratio of 1:2 post giving effect to share split, i.e., 1 bonus equity share of the Company of Face Value Re. 1 /- against 2 equity shares of the Company of Face Value Re. 1/- held by the shareholder.
In the same board meeting, it was proposed and agreed to increase the authorised capital of the Company from existing Rs. 25,50,00,000 comprising of 12,75,00,000 equity shares of Face Value Rs. 2/- each to Rs. 30,00,00,000 comprising of 30,00,00,000 equity shares of Face Value Rs. 1/- each.
Issued and Subscribed capital:
17,99,46,880 Equity Shares of Re. 1/- each for Rs. 17,99,46,880/-.
Paid up capital:
8,99,73,440 Equity Shares of Rs. 2/- each for Rs. 17,99,46,880/-.
DEPOSITS
During the year, company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013 and rules made thereunder.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return for FY 2025-26 is uploaded on the website of the company and the same is available at www.rnbdenims.com/annual-return
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The company has in place a robust process for approval of related party transactions and on dealing with related parties. The material related party transactions approved by the members of the company are also reviewed/ monitored on quarterly basis by the audit committee of the company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the company during the financial year, were in ordinary course of business and at arm's length basis. Details of the related party transactions made during the year are attached as Annexure-1 in Form AOC-2 for your kind perusal and information.
The policy on related party transactions and on dealing with related party transactions as approved by the board is available on the company's website and can be accessed at -www.rnbdenims.com/uploads/reports/policies/10 related-party-transaction-policy.pdf
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Nirmit Dalmia, Whole-time Director (DIN: 10751198) is liable to retire by rotation and being eligible has offered themselves for re-appointment at the ensuing Annual General Meeting.
Based on the confirmations received from directors, none of the directors are disqualified from appointment under Section 164 of the Companies Act, 2013. The company's policy on appointment and remuneration of directors and Key Managerial Personnel is available at the web link www.rnbdenims.com/uploads/reports/policies/3 nomination-and-remuneration-policy.pdf
The name of Directors and KMP as on March 31, 2026:
|
Name of Directors/KMP
|
Category & Designation
|
Appointment
Date
|
Change in Designation
|
Resignation
Date
|
|
Mr. Amit Dalmia
|
Executive Managing Director
|
17/11/2010
|
30/03/2025
|
--
|
|
Mr. Deepak Dalmia
|
Executive Whole-time Director
|
17/11/2010
|
03/01/2014
|
--
|
|
Mr. Nirmit Dalmia
|
Executive Whole-time Director
|
30/09/2024
|
--
|
--
|
|
Mr. Rajkumar Mangilal Borana
|
Executive Director
|
17/11/2010
|
05/03/2025
|
--
|
|
Mr. Ankur Mangilal Borana
|
Executive Director
|
17/11/2010
|
05/03/2025
|
--
|
|
Mrs. Anita Pankaj Jain
|
Non-Executive Independent Director
|
27/12/2017
|
15/06/2023
|
--
|
|
Mr. Kanav Sham Sunder Arora
|
Non-Executive Independent Director
|
01/09/2023
|
29/09/2023
|
--
|
|
Mr. Krishna Omprakash Agarwal
|
Non-Executive Independent Director
|
01/09/2023
|
29/09/2023
|
--
|
|
Mr. Arvind Kumar Rathi
|
Non-Executive Independent Director
|
30/09/2024
|
--
|
--
|
|
Mrs. Nitika Abhishek Soni
|
Non-Executive Independent Director
|
15/05/2025
|
11/08/2025
|
|
|
Mr. Parkin
Khushmanbhai Jariwala
|
Chief Financial Officer
|
19/03/2019
|
--
|
--
|
|
Mrs. Sujata Chirag Dudharejiya
|
Company Secretary
|
27/01/2024
|
--
|
--
|
NUMBER OF MEETING HELD DURING THE YEAR
The details of all meeting of board of directors and committee meeting had taken place during the year and their detailed composition along with their attendance forms the part of corporate governance report as given in Annexure-2.
The following meetings of the board of directors were held during the financial year 2025-26:
|
Sr. No.
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
|
1.
|
02-04-2025
|
10
|
10
|
|
2.
|
21-04-2025
|
10
|
10
|
|
3.
|
15-05-2025
|
10
|
10
|
|
4.
|
16-06-2025
|
10
|
10
|
|
5.
|
11-07-2025
|
10
|
10
|
|
6.
|
11-08-2025
|
10
|
10
|
|
7.
|
12-09-2025
|
10
|
10
|
|
8.
|
14-11-2025
|
10
|
8
|
|
9.
|
14-02-2026
|
10
|
10
|
|
10.
|
16-03-2026
|
10
|
10
|
COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the board and its committees thereof and detail of the changes in their composition if any is given in Annexure-2 in the corporate governance report. The composition of the board and its committee is also available on the website of the company at www.rnbdenims.com/management and www.rnbdenims.com/committees-bod
STATUTORY AUDITORS
The members at the 14th Annual General Meeting of the company held on September 30, 2024, had appointed M/s. R P R & Co., Chartered Accountants (Firm Registration No. 131964W) as the Statutory Auditor of the company to hold office for a term of five years i.e., from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General Meeting. Thus, no further action is required in this regard.
COMMENTS ON AUDITOR'S REPORT
The notes referred to in the auditor report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.
INTERNAL AUDITOR
M/s Mahesh Kumar Mittal & Co., Chartered Accountants (FRN: 127309W) were appointed as internal auditor by the board of directors of the company, upon recommendation of audit committee, for the term of five years from financial year 2024-25 to 2028-29 in the board meeting held on July 05, 2024. The internal auditor report, their findings on the internal audit of the company shall be presented to the audit committee on quarterly basis. The scope of internal audit is approved by the audit committee.
COST AUDITOR
M/s. V. M. Patel & Associates, Cost Accountant, Surat were appointed as the cost auditor of the company for the financial year 2025-26 in the board meeting held on May 29, 2026 after obtaining his willingness and eligibility letter for appointment as cost auditor of the company.
SECRETERIAL AUDITOR
The Company had appointed Mr. Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary, as Secretarial Auditor of the company for a period of five consecutive years commencing from April 01, 2025 till March 31, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations.
The secretarial report for the financial year 2025-26 is attached as Annexure-3. The Secretarial Auditor's observation(s) in secretarial audit report and directors' explanation thereto
• The Company had revised the financial results for the quarter and half year ended September 30, 2025, as the names of the subsidiaries whose financial results were consolidated had not been mentioned in the originally submitted results. The omission was inadvertent in nature. Upon identification of the same, the Company promptly submitted the revised financial results to the Stock Exchange. The Company has also taken necessary steps to avoid recurrence of such instances.
• The Company had submitted the XBRL filing pertaining to the outcome of the Board Meeting dated February 14, 2026 with a delay of 2 days. The delay occurred due to inadvertent administrative reasons. The Company has strengthened its internal compliance monitoring mechanism to ensure timely filings going forward.
• The Company failed to intimate the outcome of the Board Meeting dated April 06, 2026, regarding allotment of bonus shares to both the stock exchanges within the prescribed time limit of 30 minutes from the conclusion of the Board Meeting. The company submitted that the delay occurred due to an unexpected power outage at the relevant time, due to which the disclosure was not submitted within the prescribed timelines. There was a delay of 3 minutes on BSE Limited and a delay of 26 minutes on National Stock Exchange of India Limited.
• NSE sought clarification regarding the mismatch between the names of promoters as disclosed in the System Driven Disclosures (SDD) and the names of promoters appearing in the Shareholding Pattern filed by the Company. NSE stipulated a response time of 5 working days. However, the Company failed to furnish its reply/clarification within the prescribed timeline,
thereby resulting in non-compliance of Regulation 30(10) of SEBI (LODR) Regulations, 2015. The delay in responding to NSE's query was inadvertent and attributable to internal coordination delays. However, the Company submits that upon detailed verification, it was found that there was no actual mismatch between the names of promoters in the SDD and the Shareholding Pattern.
• The company was unable to comply with certain provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, in relation to its subsidiaries. As M/S. RB Industries and M/s. Ricon Industries have been identified as subsidiary by the company. which are partnership firms. not required to follow the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. The management hereby clarifies that the identification of M/s. RB Industries and M/s. Ricon Industries, partnership firms as subsidiaries was essential due to the existence of common control. Nonidentification of these entities as subsidiaries would have resulted in the financial statements of the company not presenting a true and fair view of its state of affairs. Furthermore, the company has endeavoured ad-verbatim compliance with all applicable regulatory requirements in relation to its subsidiaries. As the subsidiaries are partnership firm, hence few provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 cannot be followed, which are pre-dominantly related to Board of Directors, due to non-existence of Board.
LOANS, GUARANTEES AND INVESTMENT
With reference to Section 134(3)(g) of the Companies Act. 2013. loans. guarantees and investments made under section 186 of the Companies Act. 2013 form part of the notes to the financial statements provided in this annual report.
DECLARATION BY INDEPENDENT DIRECTORS
The company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act. 2013 and Regulation 16 of SEBI (LODR) Regulations. 2015.
There has been no change in the circumstances affecting their status as Independent Directors of the company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act. 2013 and the relevant regulations.
All the independent directors have enrolled with the Indian Institute of Corporate Affairs at Manesar. All the independent directors have cleared online self-assessment test as conducted by the said institute.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act. 2013. the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on March 02. 2026 and March 31. 2026 to inter alia review the performance of NonIndependent Directors (Including the Chairman). the entire Board and the quality. quantity and timeliness of the flow of the information between the Management and the Board.
VIGIL MECHANISM
Your company has adopted a Whistle Blower Policy to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour. actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the company at www.rnbdenims.com/uploads/reports/policies/5 vigil-mechanism-whistle-blower-policy.pdf
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby confirm:
A. That in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;
B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2026 and of the profit and loss of the company for that period;
C. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company for preventing and detecting fraud and other irregularities;
D. That the directors had prepared the annual accounts on a 'going concern' basis; and
E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
F. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the directors and the working of its committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the board, its committees and directors.
The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc.
The committees of the board were assessed on the degree of fulfilment of key responsibilities, adequacy of committee composition and effectiveness of meetings.
The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In separate meetings of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
INTERNAL FINANCIAL CONTROL SYSTEM
The company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board's report. The detailed report forms part of Independent Auditors Report.
CORPORATE GOVERNANCE
Your company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation duly complied by the company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has given the Corporate Governance Report in Annexure-2 as a part of its Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
With reference to Section 134(3)(m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings and outgo are as per Annexure-4.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is committed to good corporate citizenship. As a part of its corporate social responsibility, the company continues to undertake a range of activities including healthcare, environment and education. The detailed CSR policy of the company is placed on the website of the company at www.rnbdenims.com/uploads/reports/policies/15 csr-policy.pdf
Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of CSR activities for the financial year 2025-26 forms part of this Board report in Annexure-5.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure-6.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure-7.
CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) of the listing regulations, the CFO has certified to the board of directors of the company with regard to the financial statements and other matters specified in the said regulation for the financial year 2025-26. The certificate received from CFO is attached herewith as per Annexure-8.
STATEMENT ON RISK MANAGEMENT
During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013; has been annexed in Annexure-9.
CODE OF CONDUCT
The board of directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, board of directors and senior management personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Chief Executive Officer (CEO) is required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In absence of CEO, the same has been has been received by the Board from Managing Director and is attached herewith as per Annexure-10.
Code of Conduct for Board of Directors and Senior Management Personnel is available on below link: www.rnbdenims.com/uploads/reports/policies/7 code-of-conductpdf
COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
Corporate Governance is a set of process, practice and system which ensure that the company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. Company's core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.
A certificate received from M/s R P R & Co., Statutory Auditors of the company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure-11.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Bhaveshkumar Arjunkumar Rawal, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the directors on the board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure-12.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
RB Industries, Ricon Industries and M/s. Ricon Textile Limited (Formerly known as M/s. Ricon Textile Private Limited) are material subsidiaries of the company and a statement providing details of performance and salient features of their financial statements, as per Section 129(3) of the Act, is annexed as "Annexure-13” to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.
The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Half of the total members of the IC are women. The
role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.
The company did not receive any complaints on sexual harassment during the year 2025-26 and hence, no complaints remain pending as of March 31, 2026. The company has a Policy for Anti-Sexual Harassment and the same has been posted on the website at www.rnbdenims.com/uploads/reports/policies/2 policy-for-anti-sexual-harassment.pdf
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India (ICSI).
PREVENTION OF INSIDER TRADING
The company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the company's shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the code.
The company has a Prohibition of Insider T rading Policy and the same has been posted on the website of the company at below mentioned link:
www.rnbdenims.com/uploads/reports/policies/14 prohibition-of-insider-trading-policy.pdf
The company also has policy for leak of unpublished price sensitive information (“UPSI”) and the same has been posted on the website of the company at below mentioned link: www.rnbdenims.com/uploads/reports/policies/16 policy-for-procedure-of-inquiry-in-case-of-leak-or-suspected-leak-of-upsi.pdf
MAINTENANCE OF COST RECORDS
The company is required to maintain cost records as specified by central government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.
FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.
INSURANCE
All the properties and the insurable interest of the company including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.
RESEARCH & DEVELOPMENT
Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of research & development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people. The company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of company.
STATUTORY INFORMATION
The company being basically engaged into the manufacturing of quality denim products and is the member of BSE Limited and National Stock Exchange of India Limited. Apart from this business, the company is not engaged in any other business/activities.
CREDIT RATING
The details of the credit ratings awarded to the company are provided in the Corporate Governance Report forming part of the Integrated Annual Report.
OTHER DISCLOSURES
There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.
CYBER SECURITY INCIDENT
During the year, there are no incidents of cyber security breach reported.
CAUTIONARY STATEMENT
Statements in this report and its annexures describing company's projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.
STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.
The company has complied the provisions of the Act.
APPRECIATION
Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.
ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year.
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