It is our pleasure to present the 32nd Annual Report and the audited Annual Accounts for the
year ended 31st March 2025.The consolidated performance of the company and its subsidi¬
ary has been referred to wherever required.

Financial Results

The Summarized standalone and consolidated results of your company and its subsidiary are given in the table below: -

Performance Review:

Globalization has come around one full circle with United
States of America, the original champion, moving in
the opposite direction and resorting to more and more
protectionism for its interests at the expense of all other
countries. With America slapping additional tariff on other
countries irrespective of whether they are friendly with
them or not, the world has gone into a tizzy and no country
appears to be immune from the uncertainty due to this. The
cautionary sounds from economists appear to have fallen
on deaf years and countries were compelled to negotiate
for trade deals favorable to America or face adverse tariffs
losing competitiveness in the largest economy in the world.
While the China was projected as the real target of such
a high tariff plan, that was not the case since tariffs were
announced for most of the countries. India was better off
since the duty slapped was lesser compared to countries like
China or Vietnam etc. The discussions for signing the FTA
is also getting prolonged with India’s concerns on opening
trade in the agriculture and related areas. India is currently in
discussions with other EU nations among others and signing
of these FTAs will be a booster for the Indian economy. FTAs
with UK and Maldives have already been signed which are
considered to be beneficial for the country and if the other
FTAs under discussions will fructify, the country’s economy is
going to be get a huge boost.

Geopolitical risks appear to be one of the biggest risks
the business world is facing now a days. Armed conflicts
between countries are becoming a new normal impacting
the trade. The Russia-Ukraine war has entered the third year
and America and the NATO allies are threatening to scale up
the sanctions against countries which buy oil from Russia,
a threat which can have a major impact on India. China’s
economy is facing structural issues like real estate crisis,
weakening exports, and demographic challenges. Its growth
is expected to be modest compared to previous decades.
Conflicts in Eastern Europe and the Middle East, U.S Tariffs on
imports are all contributing to global economic uncertainty.
Trade growth has slowed, and there’s a trend toward “friend
shoring” and localization, impacting emerging markets that
depend on global supply chains.

India has gone through some sluggishness in growth in the
past couple of years and getting the momentum back is one
of the priorities for the government. The country has the
advantage of a huge domestic consumption and the exports
adds zest to the economy. Among all these headwinds, as per
an RBI report, Indian economy showed remarkable resilience
and stood out with strong macroeconomic fundamentals.

The US tariffs on India @ 25% has been a dampener which
is going to impact the exports to America, a major market
for the country. Experts believe that this can affect the GDP
growth by 50 - 60 basis points. But as a country, India has
every right to take care of its interests and the government is
continuing its efforts to iron out the challenges.

India has been aspiring to become a manufacturing
powerhouse for the world, but its limitations in the soft and
hard infrastructure are acting as depressants in the progress.
While the centre and state governments have been initiating
steps to ease the way of doing business, barriers do exist
in the ecosystem. On the other hand, China had played the
game of scale very well and eventually became 'the factory to
the world’, a position the rest of the world will find difficult to
dethrone that country from. The single-source concentration
risk from China in several product segments exposes India
to potential supply chain disruptions, price fluctuations and
market disruptions as has been amply demonstrated by the
rare earth crisis faced by the automobile industry. Another
case in point is the challenges faced by the iPhone supply
chain with China restricting the deputation of technical
personnel to India. The government and the industry will
have to work together in overcoming such constraints for the
country to be self-reliant. The government’s announcement
of creating an R & D Fund is a great initiative in this line and
industry should seize the moment in creating an enabling
ecosystem.

The global rubber industry experienced head winds during
2024-25 primarily driven by supply constraints, climatic
factors, and evolving market dynamics. Notably, major
producers like Indonesia and Vietnam faced stagnant output
due to factors such as adverse weather conditions and
shifts toward more profitable crops like palm oil. Adverse
weather events, including excessive monsoon rains and
typhoon damage, significantly reduced rubber output in
key producing countries. Thailand’s rubber production was
expected to declined by 10-15% due to prolonged wintering
seasons and heavy rains, while China suffered substantial
damage to rubber trees from Typhoon Yagi.

In 2024-25, the Indian rubber industry faced several
challenges, primarily stemming from fluctuating weather
patterns, increased global competition, and rising production
costs. Prolonged dry spells followed by heavy rainfall and
flooding impacted natural rubber production, while rising
input costs and a shortage of skilled labor further strained
the industry. Additionally, the industry grappled with
volatile global rubber prices and increased competition from
synthetic rubber and imported rubber products. High import
duties on raw rubber, while intended to protect domestic
producers, can make imported finished rubber products
more attractive to consumers, further impacting the local
industry. The rubber industry has been petitioning the
government on the adverse effects of the FTA with the ASEAN
countries on the rubber industry and in a welcome relief, the
government has announced that it would go for a review of

the FTA soon.

In essence, the Indian rubber sector is navigating a complex
landscape of environmental challenges, global market
pressures, and evolving domestic dynamics. Addressing
these issues will require a multi-pronged approach involving
sustainable farming practices, diversification of production
areas, strategic trade policies, and continued investment in
research and development.

Latex Rubber Thread is an intermediary material used
by the garment industry and the industry experienced a
mixed performance in 2024-25, with growth in some areas
and challenges in others. Though textile exports saw a
7% increase, the scenario is not that encouraging due to
cotton price swings, additional tariff from USA, competition
from Vietnam, Bangladesh etc. American buyers have been
pressing the Indian textile exporters to reduce the prices
by the quantum of additional tariff imposed, a sure shot
step to compress the margins. Rubber thread industry, with
its fortunes linked to the textiles sector, follows the textile
industry trends and had its own ups and downs during the
year.

Prices of latex, the major raw material continues to be volatile
and are affected by international factors like climate change,
commodity futures markets, global economic conditions etc.
In India, the prices are influenced by the fact that there is a
shortfall in production of rubber compared to the country’s
consumption. The state of Kerala, which is the largest
producer of rubber in India, had gone through some extreme
climatic conditions of rains which had an impact on the
output. The Government of India has also put in place some
barriers in importing the rubber so as to protect the growers
from price drops. Together, these factors generally lead to the
Indian latex being priced higher than international levels.

Your company’s performance in the export front also
impacted by the unprecedented freight costs triggered out of
conflicts like the Russia-Ukraine war and the Red Sea crisis
affecting shipping routes and increased costs due to longer
distances and potential delays. Fluctuations in fuel prices,
shortage in availability of containers in certain regions also
drove up the freight costs.

Despite all these bumps, your company could post a 21%
growth in sales volume over the previous year. While
domestic sales were at ?36290.08 Lakhs, the exports sales
touched the level of ? 10550.70 lakhs. Domestic sales grew by
20% whereas exports grew by 25% as compared to previous
year. Total revenue from operations stood at ? 46,840.78
Lakhs as compared to ? 38,601.83 lakhs in the past year, an
impressive feat considering the challenges the industry faced
during the year.

Domestic demand for rubber threads remained sluggish
with subdued demand situation in the textile market as well

as garment exports. There has been a drop in the exports in
garment industry compared to the past year on account of
the dip in demand in the international market.

Turkey, one of the largest markets for the company, had
initiated an anti-dumping investigation against Rubfila.
While the original anti-dumping duty proposed was 3.4%, the
local manufacturers appealed revising the duty to 12%. Your
company further appealed against the decision and finally,
the duty was fixed at 7% on imports from Rubfila, where as
for imports from other companies in India the same were
fixed at 12%. This has affected the business to Turkey with
the prices becoming noncompetitive.

Other markets like Brazil, Morocco, and Bangladesh
performed well and the demand from these markets has
been stable during the year. New customers from the markets
of Hungary, Indonesia were added and the prospects look
good for the export front.

Future Prospects

The textile sector across the globe has been going through
a dip in demand in the past few years and the Indian market
is no exception as the Indian exports to America and Europe
had taken a retreat. The fortunes of the rubber thread
industry is linked linearly to those of the garment sector
and the fluctuations in the international market affected the
thread industry too.

The tariffs imposed by America have led to major turbulence
in the garment sector with all the garment exporting
countries coming under the ambit of additional duties.
American buyers have been pressing the exporters to reduce
the prices to the extent of the additional tariffs placing the
exporters in a precarious position. It may take some time
before clarity emerges on how the supply chain is going to
absorb the shocks from the duty. USA accounts for about 25%
of India’s garment exports and unless the issue of additional
duty is taken care of, it is going to be a bumpy ride for the
economy since the sector is one of the largest employers
in the country. Rubber thread industry is also expected to
face the consequences since a major portion of the industry
output goes into the garment sector.

The future of the apparel industry is going to revolve around
better quality garments that are built to last and can be
recycled at their end-of-life. Indian manufacturers are taking
a leading role in ensuring this future is not far by improving
their product qualities and incorporating sustainable
manufacturing practices.

Global players and their Indian counterparts of the textile
industry are optimistic in regaining the glory by adapting
to shifting consumer values, technological advances, by
embracing smart textiles, circular production models and AI
powered designs tools etc.

Rubber Thread industry is enthusiastic about any positive
developments in the textile sector as those headways will
have an overriding effect on the rubber thread industry.

Premier Tissues India Ltd:

India’s tissue paper industry is on a strong upward trajectory,
driven by rising hygiene awareness, urbanization, and lifestyle
changes. India has one of the lowest per capita consumption
of tissue papers in the world at 250gm compared to 27 kg
in America, 9 kg in China, even Bangladesh at 300 gm and
when compared to the global average of 5.6 kg. This modest
figure reflects limited rural penetration, cultural habits and
affordability, which are slowly changing and is bound to have
an effect on increasing the consumption.

India’s tissue paper market is still in its early stages compared
to global standards, but the momentum is unmistakable.
With awareness of hygiene up and with government
promoting social hygiene, the consumption is expected to go
up. The sector is ripe for explosive growth and Premier, being
the most prominent brand in the industry, is bound to reap
benefits from that.

One of the biggest challenges the industry faces is the
proliferation of hundreds of unorganized players in the
market. While more competition is always good for the
industry, it has come with a host of issues like unethical
business practices like misleading packaging information,
evasion of taxes etc. These become real challenges for the
organized players to be competitive in the market. Premier
also faces the additional pressure from a large number of
knock-off products from companies which imitate the look
and style of the brand and sell it to unsuspecting customers,
affecting the brand equity.

During the year under review Premier could post a turnover
of Rs.8513.06 Lacs and a net profit of Rs. 479.48 lacs.

High attrition among the sales team which is common in
the fast-moving consumer industry continued to be a major
constraint for the company during the year under review. As
a step to build a strong leadership pipeline, the company has
recruited a team of Management Trainees from prominent
management colleges and were pressed into service after
taking through a series of training modules. The South Indian
market remains as a strong base for the brand whereas steps
for filling the gaps in the market are in progress in other areas.
There are many untapped areas in the northern and eastern
regions and members of the sales team and distributors
are being appointed in many areas and progress should be
visible in the near future.

Future Prospects

With increasing awareness of hygiene, health and rising
income, the tissue paper industry has been growing steadily.

The Indian tissue paper consumption has been on a surge
which is projected to touch 350,000 MT by 2032 from the
current level of around 200,000 MT. The global tissue paper
market is projected to reach $110 billion by 2026, with a
compound annual growth rate of 5.8% from 2021 to 2026. The
Indian tissue market with a very low per capita consumption
is expected to grow at a higher level than the international
rate of growth.

Consumers are increasingly concerned about the
environmental impact of products they purchase. Tissue
paper manufacturers are responding to this trend by
developing sustainable products, using renewable materials,
and adopting eco-friendly production processes.

While E-commerce has been in vogue for the past many
years, the current trend is the growing sales. On quick
commerce platforms. Premier has seen its sales growing on
these platforms in the past one year and expect the same
to grow further this year too. With the trend of consumers
leaning more towards shopping sitting inside the comforts of
their homes, this segment is sure to grow further and your
company expects to garner a higher share of sales from these
platforms.

The tissue paper industry faces the concerns regarding
environmental factors since the major raw material of
paper has linkages to wood and in turn deforestation. The
industry is under pressure to reduce its environmental
impact, particularly in relation to deforestation and waste
management. A large portion of products are made of
recycled paper and manufacturers are adopting sustainable
practices to address these concerns.

As was mentioned above, Indian tissue industry is peculiar
in respect of the number of players in the field which as per
informal estimates is around 1000. A lion’s share of these
are said to be in the unorganised sector and the industry
faces unethical issues which affect the organised players in
remaining competitive. Premier’s strong brand equity helps
it to fight and survive in such a fiercely competitive market.

The company also has been successful in expanding its
presence in overseas markets and expects exports to be a
major vertical in the near future.

The current infrastructure for manufacturing is almost
running out of its capacity and a new facility is in the process
of being set up and with this, the sales is expected to go up
sooner.

Consolidated Figures:

The consolidated revenue from operations of Rubfila and
Premier Tissues for the year 2024-25 was ?.55041.28 lakhs
with the profit before tax (PBT) at ? 3,976.49 lakhs. The
consolidated profits after tax (PAT) during the year was ?

2,943.86 lakhs compared to ? 2539.87 lakhs in the past year.

The financial statements of the company have been prepared
in accordance with Ind AS, as notified under the Companies
(Indian Accounting Standards) Rules, 2015 read with Section
133 of the Act.

Dividend

Your Directors have recommended a dividend of 40% (?2 per
share of face value ?5/-) for the year subject to the approval
of shareholders at the ensuing Annual General Meeting. This
will result in a total payout of ?1,085.35 lakhs for the year.

Pursuant to the provisions of Section 124(5) of the Act, the
dividend which remained unclaimed/unpaid for a period
of seven years from the date of transfer to unpaid dividend
account is required to be transferred to the Investor
Education and Protection Fund (IEPF) established by the
Central Government.

Your company has uploaded the details of unclaimed/ unpaid
dividend for the financial year 2012-13 onwards at its website,
www.rubfila.com and at the website of the Ministry of
Corporate Affairs, www.iepf.gov.in and the same gets revised/
updated from time to time pursuant to the provisions of IEPF
(Uploading of Information Regarding Unpaid and Unclaimed
Amount Lying with Companies) Rules, 2012.

Further, the unpaid dividend amount pertaining to the
financial year 2017-18 will be transferred to IEPF during the
Financial Year 2025-26.

As on March 31, 2025, the unclaimed amounts with respect to
the dividend are as under:

Transfer of Equity Shares

Pursuant to the provisions of Section 124(6) of the Act and
the Investor Education and Protection Fund (IEPF) Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 notified
by the Ministry of Corporate Affairs on September 7, 2016
and subsequently amended vide notification dated February

28, 2017, all the equity shares of the company in respect of
which dividend amounts have not been paid or claimed
by the shareholders for seven consecutive years or more
are required to be transferred to demat account of IEPF
Authority. Upon transfer of such shares, all benefits (like
dividend, bonus, split, consolidation etc.), if any, accruing
on such shares shall also be credited to the Account of IEPF
and the voting rights on such shares shall remain frozen
till the rightful owner claims the shares. Shares which are
transferred to the demat account of IEPF Authority can be
claimed back by the shareholder by following the procedure
prescribed under the aforesaid rules.

Your company has sent individual notice to all the members
who have not been paid or who have not claimed dividend
for seven consecutive years and has also published the notice
in the leading English and Malayalam newspapers.

The details of the nodal officer appointed by the company
under the provisions of IEPF are disseminated in the website
of the company viz., www.rubfila.com.

Capital Expenditure

As on 31st March 2025, the gross fixed assets of the company
stand at ? 23,041.29 lakhs and net fixed assets at ? 13,783.12
lakhs. Capital additions including capital work in progress
during the year amounted to ? 646.77 lakhs, which include
addition to Building ?60.85 lakhs, Plant & Machinery and
other assets amounting to ? 120.46 lakhs and Capital Work
in Progress.

Directors’ Responsibility Statement
The Directors report that

i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures.

ii. 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
at the end of the financial year and of the profit of the
company for the period ended 31st March 2025.

iii. The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and
detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a
going concern basis.

v. The Directors, have laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and are operating

effectively.

vi. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Listing on Stock Exchanges

Your company’s shares are currently listed on the BSE Ltd and
NSE Ltd. While the shares were listed at BSE since 1994, the
listing at NSE happened on 8th August 2024. The company
has paid Listing Fee for the year 2025-26.

Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Companies
Act, 2013, Mr. S. H. Merchant (DIN 00075865), Mr. D. G. Rajan
(DIN 00303060) and Ms.Aiswarya Singhvi (DIN 10241207)
have submitted a declaration that each of them meets the
criteria of independence as provided in Section 149(6) of the
Act and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”). There has been no change in the circumstances
affecting their status as an Independent Director during the
year.

A note on the familiarizing programme adopted by the
company for the orientation and training of the Directors and
the Board evaluation process undertaken in compliance with
the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is provided in the Corporate Governance Report which forms
part of this Report.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience
and expertise and that they hold the highest standards of
integrity.

Further, the Independent Directors of the company met once
during the year on 28-03-2025 to review the performance of
the Non-executive directors, Chairman of the company and
performance of the Board as a whole.

Particulars of Loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013 your
company has not directly or indirectly -

a) given any loan to any person or other body corporate
other than usual advances envisaged in a contract of
supply of materials if any,

b) given any guarantee or provide security in connection
with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise,
the securities of any other body corporate exceeding sixty
percent, of its paid-up share capital, free reserve and

securities premium account or one hundred percent of its
free reserves and securities premium account whichever
is more.

The Company’s investment in its subsidiary (net of
provisions) stood at ? 3200.14 lakhs as on March 31, 2025. The
details of investments, loans or guarantees covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the Note to the Financial Statements.

Deposits

Your company has not accepted any deposits from public as
envisaged under Sections 73 to 76 of Companies Act, 2013
read with Companies (acceptance of Deposit) Rules, 2014 and
no amount remain unpaid or unclaimed as at the end of the
period under review.

Conservation of Energy, technology absorption, foreign
exchange earnings and outgo

Information relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are given in Annexure forming
part of this report.

Related Party Transactions

All contracts/ arrangements / transaction entered by the
company during the financial year were in compliance
with the applicable provisions of the Companies Act, 2013
and Rules made thereunder and according to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
All transactions entered into with the Related Parties during
the financial year under the review were on an arm’s length
basis and were in the ordinary course of business.

Other than the above, there are no materially significant
Related Party transactions made by the company with its
Promoters, Directors, Management or their relatives that
could have had a potential conflict with the interests of the
company at large.

All Related Party Transactions were placed before the Audit
Committee and also before the Board for their approval.
The transactions entered into pursuant to the approval so
granted were reviewed and statements giving details of
all related party transactions were placed before the Audit
Committee and the Board of Directors for their approval on
a quarterly basis.

The company had framed a policy on materiality of related
party transactions and on dealing with related party
transactions. The policy as approved by the Board is
uploaded on the company’s website: https://rubfila.com/
policies.php The Form AOC-2 containing the particulars of
contracts or arrangements with related parties made during

the period under review is annexed herewith as “Annexure D”

The Members may refer to Note to the Standalone Financial
Statements which sets out the related party disclosures as
per the Accounting Standards.

Corporate Social Responsibility:

In terms of the provisions of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors of your company has constituted
a CSR Committee and framed a policy which details the areas
that can be supported under the CSR Policy. A few areas of
focus for providing CSR support have been identified such
as healthcare, education, rural development, sustainable
livelihood, social empowerment & welfare, Arts and Culture
etc. The policy also includes providing support to the highly
needy individual beneficiaries who are in real distress for
healthcare, education, housing etc, but this is done with
utmost care after ample due diligence.

We consider Corporate Social Responsibility (CSR) as both
a duty as well as an opportunity to make a positive impact
on the community in which we operate. During the year,
company carried out several initiatives under the CSR
program. The project “Super 100” aimed at providing
exposure and educational opportunities to 100 selected
tribal girls from Attappadi Block in Palakkad District was a
well acclaimed one in terms of its impact. Company continue
to identify projects like women empowerment by choosing
women who were not able to make both ends meet and was
striving for survival by supporting them with resources to find
a livelihood on a long-term basis. A report on CSR activities is
attached as Annexure C forming part of this report. CSR policy
of the company is available on the website www.rubfila.com.

The CSR activities are overseen by a committee of Directors
comprising of Mr. Bharat J. Dattani (DIN 00608198), Mr. G
Krishna Kumar (DIN 01450683) and Mr. Patrick M Davenport
(DIN 00962475) on a regular basis.

During the year under review, the company spent ?68.26
lakhs towards various CSR expenditures and the unspent
amount of Rs. 7.81 Lakhs has been transferred to the PM
Cares Fund by the Company.

A report on the Corporate Social Responsibility activities is
annexed to this report.

Directors and Key Managerial Personnel
Composition of the Board

The Board of Directors of the company comprises of 6 directors
as on the date of report. Your Board comprises Mr. Hardik B
Patel (DIN 00590663) as Chairman, Mr. G. Krishna Kumar, (DIN
01450683) as Managing Director (Executive), Mr. Bharat J.
Dattani (DIN 00608198) as non-executive, Non-independent

Director and three Non-executive Independent Directors
namely Mr. D. G. Rajan (DIN 00303060), Mr. S. H. Merchant
(DIN 00075865) and Ms. Aiswarya Singhvi (DIN10241207). The
details of composition of the mandatory Board committees
namely Audit Committee, Nomination and Remuneration
Committee, CSR Committee, Stakeholders Relationship
Committee, number of meetings held during the year under
review and other related details are set out in the Corporate
Governance Report which forms a part of this Report.

In accordance with the Companies Act, 2013, Mr. Hardik B
Patel (DIN 00590663) retire by rotation and being eligible offer
himself for re-appointment in the ensuing Annual General
Meeting.

Mr. G. Krishna Kumar was re-appointed as the Managing
Director for a period of 3 years from 1st November, 2023 to
31st October, 2026.

During the reporting period your Board met four times.
The details of the meeting and attendance of directors are
provided in the Corporate Governance Report annexed
herewith. There were no instances in which the Board had
not accepted any recommendation of the Audit Committee.

Necessary information pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in respect
of directors to be appointed and re-appointed at the ensuing
Annual General Meeting are given in the Annexure to the
Notice convening the Annual General Meeting scheduled to
be held on 25-09-2025.

None of the Directors of your company are disqualified for
being appointed as directors, as specified in Section 164(2)
and Rule 14(1) of Companies (Appointment and Qualification
of Directors) Rules, 2014.

The Directors have also confirmed that they are not aware
of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgement and without any external influence.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are the
persons of high integrity and repute. They fulfill the conditions
specified in the Act and the Rules made thereunder and are
independent of the Management.

Mr. G. Krishna Kumar, (DIN 01450683) Managing Director
(Executive) and Mr. N N Parameswaran, Company Secretary
and the Chief Financial Officer are the KMPs of the Company.

Performance Evaluation

The Companies Act, 2013 and SEBI (LODR) Regulations,
2015 stipulates the performance evaluation of the directors
including Chairman, the Board and its committees. The

company has devised a policy for performance evaluation
of the Board, committees and other individual directors
(including Independent Directors) which includes criteria
for performance evaluation of the Non-executive Directors
and Executive Directors. The evaluation process inter alia
considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating
inter se board members, effective participation, domain
knowledge, compliance with code of conduct, vision and
strategy, benchmarks established by global peers, etc,
which is in compliance with applicable laws, regulations and
guidelines.

Annual performance evaluation was carried out for the Board,
Board Committees and Individual Directors and Chairman.
The Chairman of the respective Board Committees shared
the report on evaluation with the respective Committee
members. The performance of each committee was evaluated
by the Board, based on report on evaluation received from
respective Board Committees.

The reports on performance evaluation of the Individual
Directors were reviewed by the Chairman of the Board.

Policy on Nomination and Remuneration and Perfor¬
mance evaluation of Directors, KMP and Senior Manage¬
ment Personnel:

Policy in accordance with the provisions of Section 178
of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Nomination
and Remuneration Committee of the company oversees the
implementation of the Nomination and Remuneration Policy.
This Policy prescribes for the criteria for determining the
qualifications, positive attributes, independence of a Director
and the policy on remuneration of Directors, Key Managerial
Personnel, senior management employees including
functional heads and other employees. The Nomination
and Remuneration Policy of the company is available
on the website of the company in the following weblink:
rubfila.com/Admin-panel/images/investors/Nomination-
RemunerationPolicy.pdf

The salient features of the Nomination and Remuneration
policy are as follows:

a. The policy has been framed in accordance with the
relevant provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

b. The policy spells out the criteria for determining
qualifications, positive attributes, and independence
of a Director and the remuneration of Directors, Key
Managerial Personnel and Senior Management including
functional heads.

c. The Committee has the discretion to decide whether
qualification, expertise and experience possessed by
a person are sufficient/ satisfactory for the concerned
position.

d. No Independent Director shall hold office for more
than two consecutive terms of maximum 5 years each.
In the event the same person is to be appointed as an
Independent Director after two consecutive terms of five
years, a cooling period of 3 years is required to be fulfilled.

e. The Director, KMP and Senior Management shall retire as
per the applicable provisions of the Companies Act, 2013
and the prevailing policy of the company. The Board will
have the discretion to retain the Director, KMP, Senior
Management in the same position/ remuneration or
otherwise even after attaining the retirement age, for the
benefit of the company.

f. The remuneration/ commission shall be in accordance
with the statutory provisions of the Companies Act, 2013
and the rules made thereunder for the time being in
force.

g. Deviations on elements of this policy in extraordinary
circumstances, when deemed necessary in the interests
of the company, will be made if there are specific reasons
to do so in an individual case.

h. In case of any amendment(s), clarification(s), circular(s)
etc. issued by the relevant authorities, not being
consistent with the provisions laid down under this Policy,
then such amendment(s), clarification(s), circular(s)
etc. shall prevail upon the provisions hereunder and the
Nomination and Remuneration Committee shall amend
this Policy accordingly.

Auditors

Statutory Auditors

Shareholders in their meeting held on 27-09-2022 appointed
M/s. Mohan & Mohan Associates, Chartered Accountants,
Thiruvananthapuram having Firm Registration No. 02902S
as the Statutory Auditors of the Company for a term of five
years to hold office from the conclusion of the Twenty Nineth
Annual General Meeting ('AGM’) of the Company until the
conclusion of the Thirty Fourth AGM to be held in the year
2027.

There is no qualification, disclaimer, reservation or adverse
remark made by the Statutory Auditors in Auditors’ Report.

During the period under review, there were no frauds reported
by the auditors under provisions of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read

with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 M/s. SVJS & Associates, Company
Secretaries, was appointed to undertake the Secretarial Audit
of the company and its material subsidiary for the year ended
March 31, 2025. The Secretarial Auditors have submitted their
report and the Board took note of the same. The Secretarial
Audit Report is annexed herewith.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
February 8, 2019, the company has submitted the Secretarial
Compliance Report from Practicing Company Secretaries on
compliance of all applicable SEBI Regulations and circulars/
guidelines issued there under with the Stock Exchange within
the prescribed due date.

Management Comments to the observations of the Secre¬
tarial Auditors

Board viewed the above observations by the Secretarial
Auditors very seriously and decided to take necessary steps
to ensure that the points referred to in the report are taken
care of in future.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as
Cost Auditors for the year 2024-25. The remuneration payable
for the Financial Year 2025 - 26 will be ratified in the ensuing
Annual General Meeting.

Internal Auditors

The Board has appointed M/s. Pratapkaran Paul & company,
Chartered Accountants, Chennai as the Internal Auditors of
the company pursuant to Section 138 of the Companies Act,
2013 for the year 2024 - 25.

Disclosures:

Particulars of employees:

No employee of the company was in receipt of remuneration
exceeding the amount prescribed under 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The company is not paying any commission to its Directors. A
Statement giving the details required under Section 197(12)
of the Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, for
the year ended March 31, 2025, is annexed to this report.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules
made thereunder and the Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the company has established a Vigil Mechanism and
has adopted a whistle blower policy for the directors and
employees to report genuine concerns about any instance of
any irregularity, unethical practice and/or misconduct.

The whistle blower policy of the company is available in the
following web link: https://rubfila.com/policies.php

Risk Management Policy:

The company has set up a robust risk management
framework to identify, monitor and minimize risk and also
to identify business opportunities. The Audit Committee also
functions as the Risk Management Committee.

The Risk Management policy of the company is available in
the following weblink: https://rubfila.com/policies.php

Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti Sexual Harassment Policy
in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding
sexual harassment.

The following is the summary of sexual harassment
complaints received and disposed off during the period
under review:

No. of complaints at the beginning of the year : Nil

No. of complaints received during the year : Nil

No. of complaints disposed off during the year : Nil

No. of complaints at the end of the year : Nil

Change in the Nature of Business

There was no change in the nature of business of the company
during the Financial Year 2024-25.

i) Material changes and commitments affecting the
financial position of the company which have occurred
between the end of the Financial Year of the company to
which the financial statements relate and the date of the
report.

No material changes and commitments affecting the
financial position of the company occurred between the end
of the Financial Year to which this financial statement relate
and the date of report.

Significant or Material Orders passed by Regulators /
Courts / Tribunals

There were no significant or material orders passed by the
regulators or courts or tribunals impacting the going concern

status and company’s operations in future during the year
under review.

Subsidiaries, Joint Ventures and Associate Companies

In accordance with the provisions of Section 129(3) of
the Companies Act, 2013 read with Rule 8 of Companies
(Accounts) Rules, 2014, the company has prepared its
Consolidated Financial Statement including its subsidiary
Premier Tissues (India) Limited which is forming part of the
Annual Report.

Further, pursuant to the provisions of Sec 136 of the Act, the
standalone financial statements (including consolidated)
of the company, consolidated financial statements along
with relevant documents and separate audited financial
statements in respect of subsidiaries/ associates are available
on the website of the company.

A Report on the salient features of the financial statements of
Subsidiaries/ Associate Companies/ Joint Ventures prepared
in form AOC-1 is provided as Annexure - A.

There are no companies which have ceased to be its
Subsidiaries, joint ventures or associate companies during
the year under review

The Annual Audited Accounts of the Subsidiary company and
the related detailed information will be made available to
the Shareholders of the company at the Registered Office of
the company and on the company website www.rubfila.com
under the section Investor Relations.

Internal Financial Controls

Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial
reporting risks. The internal financial controls have been
documented, digitised and embedded in the business
processes.

Assurance on the effectiveness of internal financial controls
is obtained through management reviews, control self¬
assessment, continuous monitoring by functional experts as
well as testing of the internal financial control systems by the
internal auditors during the course of their audits. We believe
that these systems provide reasonable assurance that our
internal financial controls are designed effectively and are
operating as intended

Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and subsection (3)
of Section 92 of the Companies Act, 2013, read with Rule 11
and 12 of the Companies (Management and Administration)
Rules, 2014, copy of Annual Return as at March 31, 2025 is
posted on the website of the company in the following web
link https://rubfila.com/investorphp

Cost Records

The company has maintained cost records as prescribed by
the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013, in respect of manufacturing
activities of the company.

Secretarial Standards

The directors state that the applicable Secretarial Standards
as prescribed the Institute of Company Secretaries of India i.e.
SS-1 and SS-2, relating to 'Meetings of the Board of Directors’
and 'General Meetings’, respectively have been duly followed
by the company.

Management Discussion Analysis Report

Management Discussion Analysis Report for the year under
review as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a
separate section forming part of the Annual Report.

Corporate Governance

The report on Corporate Governance as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report. The
requisite certificate from the Secretarial Auditors of the
company confirming compliance with the conditions of
corporate governance is attached to the report on Corporate
Governance.

Issue of Sweat Equity Shares

The company has not issued Sweat Equity Shares during the
year under review and hence the disclosure as required under
Section 54 read with rule 8(13) of Companies (Share Capital
and Debentures) Rules, 2014 is not required to be made.

Equity Shares with Differential Voting Rights

The company has not issued Equity Shares with differential
voting rights and hence the disclosure as required under
Section 43 read with rule 4(4) of Companies (Share Capital
and Debentures) Rules, 2014 is not required to be made.

Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business
carried on by the subsidiaries of the company wherein the
impact of such changes is 10% or more of the consolidated
turnover or consolidated net worth of Rubfila International
Limited.

Details of application made or any proceeding pending
under the insolvency and bankruptcy code, 2016 (31 of
2016) during the year along with their status as at the end

of the financial year - Not Applicable

Details of difference amount of the valuation done at the
time of one-time settlement and the valuation done while
taking loan from the banks or financial institutions along
with the reasons thereof - Not Applicable

Appreciation and Acknowledgement

The Board of Directors places on record its sincere thanks
to the Government of India, various State Governments and
regulatory authorities in India.

Your Directors acknowledge with gratitude the co-operation
and assistance given by Kerala State Industrial Development
Corporation Ltd, M/s. Integrated Registry Management
Services Pvt Ltd, and other agencies of the Central and State
government and Stock Exchanges for their wholehearted
support.

The Directors record their sincere gratitude to the company’s
shareholders, esteemed customers and all other well-wishers
for their continued patronage.

Your Directors also wish to place on record the sincere
appreciation of services rendered by the employees at all the
levels for the company’s success.

For and on behalf of Board of Directors
RUBFILA INTERNATIONAL LTD

Hardik B Patel

Palakkad DIN 00590663

13-08-2025 Chairman