Shareholders meeting

Date: July 14, 2026 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai-400001 Mumbai - 400051 Scrip ID/ Symbol/ Code / ISIN : RNBDENIMS / 538119 / INE012Q01039 Subject : Notice of 16th Annual General Meeting of the company Reference No. : Regulation 30 and Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/ Madam, With reference to the above captioned subject, please find enclosed herewith the notice of 16th Annual General Meeting (‘AGM’) of the members of the company scheduled to be held on Wednesday, August 05, 2026 at 11.30 A.M. through Video Conferencing /Other Audio-Visual Means (VC/OAVM) to transact the business as set out in the notice of the AGM. This is for your information and record. Yours Faithfully, For R & B Denims Limited Amit Dalmia Chairman and Managing Director DIN: 00034642 Place: Surat Enclosure: - Notice of 16th Annual General Meeting of the Company. R&B Denims Ltd Regd. Office: Block No.467, Sachin Palsana Road, Palsana, Surat-394315,Gujarat, India. Tel+91 9601281648 Website: www.rnbdenims.com Email:- info@rnbdenims.com CIN:L17120GJ2010PLC062949 NOTICE OF 16TH ANNUAL GENERAL MEETING Notice is hereby given that the 16th Annual General Meeting of the members of R & B Denims Limited (‘the Company’) will be held on Wednesday, August 05, 2026 at 11:30 AM IST through Video Conferencing /Other Audio-Visual Means (VC/OAVM) to transact the following business: ORDINARY BUSINESSES: 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the company for the financial year ended on March 31, 2026, together with the Reports of the Board of Directors and Auditors’ thereon. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone and Consolidated Balance Sheet, Profit & Loss Account and Cash Flow Statement together with accounting policies and notes forming part of the accounts for the year ended March 31, 2026 along with the Auditors’ Report and Directors’ Report, be and are hereby considered, adopted and approved.” 2. To appoint a director in place of Mr. Nirmit Dalmia, Whole-time Director (DIN: 10751198), liable to retire by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, seeks re- appointment. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provision of Section 152(6) and all other applicable provisions, if any, of the Companies Act, 2013, Mr. Nirmit Dalmia, Whole-time Director (DIN: 10751198) who retires by rotation at this annual general meeting, be and is hereby reappointed as Whole-time Director of the company, liable to retire by rotation.” SPECIAL BUSINESSES: 3. To ratify the remuneration of Cost Auditor for the financial year 2026-27. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), on the recommendation of the Audit Committee and approval of the Board of Directors, the remuneration, as set out in the statement annexed to the notice convening this meeting, to be paid to M/s V.M. Patel & Associates, Practising Cost Accountants (Firm Registration No. 101519) appointed by the Board of Directors of the company, to conduct the audit of cost records of the company for the financial year 2026-27, be and is hereby ratified.” R&B Denims Ltd Regd. Office: Block No. 467, Sachin Palsana Road, Palsana, Surat-394315, Gujarat. India. Tel+91 9601281648 Website: www.rnbdenims.com Email: info@rnbdenims.com CIN: L17120GJ2010PLC062949 4. To consider and approve related party transactions (‘RPT’) with RB Industries. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Regulation 2(1)(zc), Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘Listing Regulations’), provisions of Section 188 and other applicable provisions of the Companies Act, 2013, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 (including any Statutory modification(s) or re- enactment thereof for the time being in force), the Company’s Policy on Related Party Transaction(s) (‘RPT’) and based on the recommendations of the Audit Committee and Board of Directors and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time, and in supersession of all prior approvals granted by the Members and/or the Audit Committee of the Company, from time to time, in respect of such related party transactions, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), to enter into, continue, modify, renew, extend, ratify and/or approve, from time to time, one or more related party transaction(s), contract(s), arrangement(s) and/or understanding(s), whether individually or in a series of transactions with RB Industries, subsidiary, including any amendments, modifications, renewals or extensions thereto, for an aggregate value not exceeding ₹ 10,00,00,00,000 (Rupees One Thousand Crores Only) on such principal terms and conditions as detailed in the Explanatory Statement for the period commencing from the 16th Annual General Meeting conclusion of the 17th Annual General Meeting of the Company subject to such contract(s)/arrangement(s)/transaction(s) being carried out at arm’s length basis and in the ordinary course of business of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient, including finalising the terms and conditions, thereof and finalising and executing necessary documents, including agreement(s) and such other documents, and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto. RESOLVED FURTHER THAT the Board including Committee constituted by the Board (‘Board’), be and is hereby authorised to delegate all or any of the powers conferred herein, to any Director(s), Key Managerial Personnel(s), Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps as may be considered necessary, desirable or expedient to give effect to this resolution. RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.” 5. To consider and approve related party transactions (‘RPT’) with Ricon Industries. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Regulation 2(1)(zc), Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘Listing Regulations’), provisions of Section 188 and other applicable provisions of the Companies Act, 2013, if any, read with Rule 15 of the Companies (Me [Showing first 8,000 characters — download PDF for full document]