Your Directors have pleasure in presenting their 89^th Annual Report and the Audited Accounts of
the Company for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The financial results for the year ended 31^st March, 2025 after charging all expenses but
before deducting finance cost and depreciation have resulted in operating profit (EBITDA) of
$ 9,881.61 Lakhs against $ 10,718.45 Lakhs for the previous financial year 2023-24. Summary
of Separate Financial Results of the Company is furnished below:

($ in Lakhs)

2. SHARE CAPITAL

The Paid-up Capital of the Company is $ 922.02 Lakhs (PY: $ 922.02 Lakhs) consisting of
92,20,200 Shares of $ 10/- each.

3. DIVIDEND

Your Directors have pleasure in recommending a Dividend of $ 0.50 per share (PY: $ 0.60 per
share). The total amount of Dividend outgo for the year will be $ 46.10 Lakhs (PY: $ 55.32 Lakhs).

As per Income Tax Act, 1961, the dividend will be taxable in the hands of the Shareholders and
the Company will make payment of dividend after deducting applicable TDS.

The payment of Dividend is in accordance with the "Dividend Distribution Policy" of the Company.
The Policy is available on the website of the Company and the same can be accessed with the
following web link :

https://www.rajapalayammiNs.co.in/wp-content/themes/ramco/pdf/dividend-distribution-policy.pdf

4. TAXATION

The Company has opted to pay tax under Section 115BAA of the Income Tax Act, 1961.
The Company is not liable to pay income tax and not provided any amount towards current
tax provision. Deferred Tax of $ 1,647.91 Lakhs (PY: $ 485.72 Lakhs) has been withdrawn
for the financial year 2024-25.

5. MANAGEMENT DISCUSSION AND ANALYSIS

TRADE CONDITIONS

5.1 COTTON

The cotton production in India during the cotton season 2023-24 was 327 Lakh bales (170 Kgs),
compared to 319 Lakh bales, representing a 3% increase.

At the beginning of the cotton season 2024-25, the CAI estimated the cotton crop for the new
season to be 302 Lakh bales (compared to the previous year's 327 Lakh bales). However, the
actual cotton arrivals in the market reached 291 Lakh bales. The Cotton Corporation of India
(CCI) covered 100 Lakhs bales during 2024-25 and further increased the MSP price per quintal
of medium staple cotton and long staple cotton by 8% and 7% respectively. Despite some price
correction in cotton, the fall in yarn prices was much sharper, leading to a wider disparity that
affected the margins of yarn spinners across India.

International Cotton prices were traded in the range of 77.74 US cents per LB to 87.52 US cents
per LB compared to domestic cotton which traded in the range of 76.80 US cents per LB to
93.32 US cents per LB.

The Company strategically shifted its focus to more value-added counts, and imported more
high-quality cotton when prices were at reasonable levels. This strategy helped the company
procure diversified varieties of cotton from across the globe and offer competitive prices for its
yarn. In February 2024, the Government of India exempted Customs duty on the import of Extra
Long Staple Cotton exceeding 32 mm, enhancing the competitiveness of Indian exporters for
premium products.

5.2 YARN PRODUCTION

The production volume has increased to 141.01 Lakhs Kgs during the FY 2024-25 as against
128.67 Lakhs Kgs of previous year due to better capacity utilization.

5.3 SALE OF YARN

During FY 2024-25, the Company's sale volume was 131.80 Lakhs Kgs as against
127.24 Lakhs Kgs of previous year. The sale value of yarn has decreased to $ 644.61 Crores
during the FY 2024-25 as compared to $ 656.97 Crores of previous year.

Due to geopolitical challenges and sluggish market demand for cotton yarn, there was severe
hit in margins for Spinning Mills. This situation forced many spinning mills across India to
operate at lower capacity, with many spinning mills cutting down their production due to huge
losses in yarn production. However, the Company's focus on producing a flexible and wide
range products helped it to protect its sales volume during this sluggish period. Further, the
red sea crisis has caused significant impact on Exports resulting higher freight cost, insurance
cost and shipping delays.

The Company's focus on strengthening its infrastructure to produce diverse products, including
various high-quality value-added yarn and collaborating with customers to manufacturer
innovative products helped it maintain capacity utilization and sales volume in export market.
Sales volume of value-added yarn such as Elitwist, Gassing, High twist, Melange, Core yarn
and Mercerized yarn increased to 3,255 Tonnes during the FY 2024-25, a 10% growth from
2,945 Tonnes during the previous year.

5.4 EXPORTS

The Company has made export of Cotton Yarn (including merchant exports) during the financial
year 2024-25 with a value of $ 267.45 Crores compared to $ 279.74 Crores in the previous
year. The Company's focus on Product enhancement through technology advancement,
traceability of entire production process, continuous customer-centricity and production of
unmatched quality helped it to maintain export volume.

Your Directors are thankful to M/s. Asahi Kasei Advance Corporation, Japan for their continued
support and efforts towards promoting exports to Japan.

5.5 FABRIC DIVISION

The Fabric Unit is operating with 328 Looms which includes 174 Looms commissioned during
September, 2023. Furthermore, it established fabric finishing capacity capable of producing
50,000 meters of finished fabrics per day.

In terms of production and sales, the Fabric unit manufactured 155 Lakhs Meters of Fabric
(compared to 119 Lakhs Meters in the previous year) and sold 153 Lakhs Meters of Fabrics
(compared to 122 Lakhs Meters in the previous year). The total revenue generated by the
Fabric unit for the financial year 2024-25 amounted to $ 241.37 Crores (compared to
$ 190.82 Crores in the previous year). The increase in volume can be attributed to the
expansion of loom capacity. Additionally, the export turnover of Fabric for the financial year
2024-25 was $ 57.44 Crores (compared to $ 69.38 Crores in the previous year).

The quality of fabric produced by the Company has been well accepted both in domestic and
export markets, leading to numerous enquiries from leading brands across the globe for the
supply of processed fabric.

5.6 POWER COST

During the financial year 2024-25, the Company was able to consume power from its own
wind farms to the extent of 50% (PY: 56%) of the total power requirement. The power cost
increased during the financial year 2024-25 to $ 59.61 Crores, compared to $ 53.17 Crores
in the previous year, due to increase in power consumption on account of enhanced fabric
capacity and increase in the power tariff by Tamil Nadu Electricity Board (TNEB). In order to
mitigate the higher power cost, the Company made arrangements with Solar Power developers
for supply of 17 MW of power on long term basis at a fixed cost under group captive
arrangement, which is cheaper as compared to TNEB's Rate.

5.7 FINANCE COST

The finance cost of the Company increased to $ 90.90 Crores during the financial year
2024-25 from $ 74.03 Crores in the previous financial year. The increase is attributed to
additional borrowings for expansion and modernization programs and general trend of increasing
interest rates. A similar trend was observed globally, which made the cost of foreign currency-
denominated borrowings equal to working capital loans availed in Indian Rupee.

In addition to the increase in interest rates, additional working capital requirements, enhanced
Fabric capacity and additional term loan borrowings had resulted in an increased outflow of
finance costs during the FY 2024-25 compared to FY 2023-24.

5.8 DIVIDEND INCOME

During the financial year 2024-25, the Company received dividend income of $ 8.67 Crores
(PY: $7.24 Crores) and the particulars of dividend received are provided under
Note No. 50(a) (ix).

5.9 KEY FINANCIAL RATIOS

Pursuant to Schedule V(B) of SEBI (LODR) Regulations, 2015, the Key Financial Ratios for
the year 2024-25 are given below:

Note: EBITDA denotes Profit Before Tax Interest Depreciation
Reason for variations in excess of ± 25%:

The decline in Operating Profit is on account of sluggish market conditions in the textile
industry and increase in finance cost is on account of expansion of projects which results in
reduction of Interest Coverage Ratio, Return on Net worth and Return of Capital Employed.

6. MODERNISATION / EXPANSION

During the FY 2024-25, the Company has invested an amount of $ 24.78 Crores in modernizing
Comber Machine, Rewinding Machine, Batch Dyeing System etc. which has been funded from
internal accruals and term loan from Banks.

7. PROSPECTS FOR THE CURRENT YEAR

The volatility in cotton prices continues, with prices of both cotton and yarn experiencing wide
fluctuations. According to data published by the Foreign Agricultural Service of USDA, world

cotton production for the 2025-26 season is expected to decrease by 3% on account of lower
projection in production for China, India, Turkey, Egypt and Australia. However, global cotton
consumption is projected to grow by 2.70% on account of larger global cotton supplies,
replenishment of inventories across the textile and product supply chain, and prospects for
global economic growth.

The Company is continuously monitoring various process parameters and implementing various
system controls to deliver consistent quality yarn and fabric to end customers and leading
brands. Strengthening its product lines with more value-added customized yarn counts such
as Mercerized Yarn, Melange Yarn, and Core Yarn will help the company mitigate the impact
of falling demand for commodity counts. Over the last 5 years, the volume of value-added
products has increased from 12% to 43%.

The company's modernization of spinning mills and forward integration by setting up fabric
manufacturing and fabric processing facilities are expected to drive top-line growth and protect
margins during the current year. The company's efforts to adopt sustainable manufacturing
processes, including the reuse of water, zero-liquid-discharge systems, and bio-treatment of
wastewater for recycling, ensure environmental sustainability, positioning the company among
the top-rated textile companies globally. The synergies between the company's spinning and
fabric capacities are expected to enable the offering of a wide range of textile products with
quick turnaround times. The Company has secured "A Grade" in Social Audit Compliances
and leading brands in domestic and international markets are approaching the company for
sourcing yarn and fabric. The Company is confident that these measures will contribute to
decent growth in its top line and sustainable profitability in the years ahead.

8. WINDMILL

The Company has windmills with installed capacity of 35.15 MW for its captive power consumption.
During the financial year 2024-25, the wind farm generated 573 Lakhs Kwh, which is lower than
608 Lakhs Kwh generated in the previous year. This was due to low wind velocity during the
current year. All the units generated by the windmills were adjusted for captive consumption at
the Company's Spinning / Fabric Division. The income generated by the windmill division during
the year was $ 43.13 Crores, as compared to $ 43.77 Crores in the previous year.

9. ASSOCIATE COMPANY

The Company has three Associate Companies: M/s. The Ramco Cements Limited,
M/s. Ramco Industries Limited and M/s. Ramco Systems Limited.

As per Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient
features of the financial statements of the Company's Associates' is attached in Form
AOC-1 as Annexure - I.

CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI
(LODR) Regulations, 2015, Companies are required to prepare consolidated financial statements
of its Subsidiaries and Associates to be laid before the Annual General Meeting of the Company.

Accordingly, the consolidated financial statements incorporating the accounts of Associate
Companies, viz. M/s. The Ramco Cements Limited, M/s. Ramco Industries Limited,
M/s. Ramco Systems Limited, along with the Auditors' Report thereon, form part of this Annual
Report. As per Section 136 (1) of the Companies Act, 2013, the Financial Statements including
Consolidated Financial Statements are available on the Company's website at the following
link: https://www.rajapalayammills.co.in/investors/financial-report/

The Consolidated profit of the Company amounted to $ 1,704.52 Lakhs for the year ended
31^st March, 2025 as compared to $ 4,436.42 Lakhs of the previous year.

The Consolidated Total Comprehensive Income for the year under review is $ 1,332.14 Lakhs
as compared to $ 6,083.37 Lakhs of the previous year.

10. INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal
Financial Controls Policy by means of Policies and Procedures commensurate with the size
& nature of its operations and pertaining to financial reporting. In accordance with Rule
8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial
Controls are adequate with reference to the financial statements. The ERP System developed
by Ramco Systems Limited has been installed for online monitoring of all functions and
management information reports are being used to have better internal control system and to
make timely decisions.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22
of SEBI (LODR) Regulations, 2015, the Company has established a Vigil Mechanism and
Whistle Blower Policy. The Policy provides a mechanism for the receipt, retention and treatment
of complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints
can be made in writing and dropped into Whistle Blower Drop Boxes or sent through e-mail
to dedicated e-mail addresses accessible only by the Corporate Ombudsman. The Policy also
provides complainants with access to the Chairman of the Audit Committee. The web link for
the Vigil Mechanism is disclosed in the Corporate Governance Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendations of the Nomination and Remuneration Committee and the
Board of Directors, the Shareholders through Postal Ballot process have approved the
appointment of following Independent Directors for a term of 5 consecutive years from
01-04-2024 to 31-03-2029:

1. Shri M. Rathinasamy (DIN: 10391134)

2. Shri Sivaguru Chellappa (DIN: 01309727)

3. Shri N.S. Krishnamma Raja (DIN: 01655571)

In the opinion of the Board, the above Independent Directors possess integrity, expertise and
experience for being appointed as an Independent Director.

According to the provisions of the Companies Act, 2013 and the Memorandum and Articles
of Association of the Company, the following Directors will retire by rotation at the ensuing
Annual General Meeting and are eligible for re-appointment:

1. Shri P.R. Venketrama Raja (DIN: 00331406)

2. Shri P.V. Abinav Ramasubramaniam Raja (DIN: 07273249)

Shri. K.B. Nagendra Murthy (DIN: 00359864) ceased to be a Non-executive independent
director of the Company upon completion of his second term of five consecutive years with
effect from close of business hours on 3^rd August, 2024.

Pursuant to Rule 8(5)(iii) of Companies (Accounts) Rules, 2014, there have been no changes
in the Directors or Key Managerial Personnel during the year, except as mentioned above.

The Independent Directors hold office for a fixed term of 5 years from the date of their
appointment and are not liable to retire by rotation.

The Company has received necessary declarations from all the Independent Directors under
Section 149(7) of the Companies Act, 2013, stating that they meet the independence criteria
provided in Section 149(6) of the Companies Act, 2013.

Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013. The Company has formulated a Code of Conduct
for the Directors and Senior Management personnel, which has been complied with.

The Audit Committee has four members, out of which three are Independent Directors. Pursuant
to Section 177(8) of the Companies Act, 2013, it is reported that there has not been an
occasion, where the Board had not accepted any recommendation of the Audit Committee.

The Company has a policy relating to appointment and remuneration of Directors, Key
Managerial Personnel and other employees duly approved by the Board of Directors, based
on the recommendation of the Nomination and Remuneration Committee, in accordance with
Section 178(3) of the Companies Act, 2013.

As per Provision to Section 178(4), the salient features of the Nomination and Remuneration
Policy should be disclosed in the Board's Report. Accordingly, the following disclosures are
given:

Salient Features of the Nomination and Remuneration Policy:

The objective of the Policy is to ensure that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate Directors of the quality required to run the Company successfully;

(b) the relationship of remuneration to performance is clear and meets the appropriate
performance benchmarks;

(c) remuneration to directors, key managerial personnel and senior management involves
balance between fixed and incentive pay reflecting short and long term performance
objectives shall be appropriated to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The web address of the Policy
is https://www.rajapalayammills.co.in/wp-content/themes/ramco/pdf/nomination-and-remuneration-policy.pdf

As required under Regulation 25(7) of LODR, the Company has programmes for familiarisation
for the Independent Directors about the nature of the industry, business model, roles, rights
and responsibilities of Independent Directors and other relevant information. As required under
Regulation 46(2)(i) of LODR, the details of the Familiarisation Programme for Independent
Directors are available at the Company's website, at the following link -
https://www.rajapalayammills.co.in/wp-content/uploads/2025/02/Familiarisation-10-02-2025.pdf

The details of familiarization programme are explained in the Corporate Governance Report
also.

13. EVALUATION OF BOARD

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of SEBI
(LODR) Regulations, 2015, Independent Directors have evaluated the quality, quantity and
timeliness of the flow of information between the Management and the Board, Performance
of the Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, 2015, the Nomination and
Remuneration Committee has laid down evaluation criteria for performance evaluation of
Independent Directors, which will be based on attendance, expertise and contribution brought
in by the Independent Director at the Board Meeting, which shall be taken into account at the
time of re-appointment of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board of Directors have
evaluated the performance of Independent Directors and observed the same to be satisfactory
and their deliberations beneficial in Board / Committee meetings.

As per Section 178(2) of the Companies Act, 2013, the Board of Directors have evaluated the
performance of the Committees of the Board.

Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI (LODR) Regulations, 2015, the Board of Directors
have reviewed and observed that the evaluation frame work of the Board of Directors was
adequate and effective.

The Board's observations on the evaluations for the year were under review similar to their
observations for the Previous year. No specific actions have been warranted based on current
year observations. The Company would continue to familiarize its Directors on the industry,
technological and statutory developments, which have a bearing on the Company and the
industry, so that Directors would be effective in discharging their expected duties.

14. MEETINGS

During the year, five Board Meetings were held. The details of the Meetings of the Board and
its various Committees held during the financial year including the number of meetings attended
by each Director are given in Corporate Governance Report.

15. SECRETARIAL STANDARD

As required under Clause 9 of Secretarial Standard 1, the Board of Directors confirms that the
Company has complied with applicable Secretarial Standards.

16. PUBLIC DEPOSITS

Pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, it is reported that the
Company has not accepted any deposit from public during the financial year under review.
There was no outstanding of deposits as on 31-03-2025 (Previous year: NIL). The Company
has no deposit, which is not in compliance with the Chapter V of the Companies Act, 2013.

17. ORDERS PASSED BY REGULATORS

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that, no significant
and material orders have been passed by the Regulators or Courts or Tribunals, impacting the
going concern status and Company's operations in future.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013, it is reported that:

(a) the particulars of loans are provided under Note No. 50 (b) (i).

(b) the particulars of the guarantees and investments are provided under Note No. 46 and
Note No. 11 & 12 respectively of Notes forming part of financial statements. The guarantees
are provided to secure the loans from Banks / Financial Institutions at a competitive
pricing by the borrowers.

19. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors
have constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR
Policy which is based on the philosophy that "As the Organization grows, the Society and
Community around it also grows."

The Company has undertaken various projects in the areas of eradication of hunger, promotion
of healthcare including preventive healthcare, education, restoration of buildings and sites of
historical importance, ensuring environmental sustainability etc., largely in accordance with
Schedule VII of the Companies Act, 2013.

The CSR obligations pursuant to Section 135(5) of the Companies Act, 2013, for the year
2024-25 was $ 26.27 Lakhs. As against the requirement, the Company has spent an amount
of $ 13.49 Lakhs. Corporate Social Responsibility Committee and the Board of Directors had
accorded its approval for set-off of excess amount spent under CSR activities against the future
CSR obligations and pursuant to such approval the Company has set-off an amount of
$ 12.78 Lakhs against the obligation of current year. The Company had also spent a sum of
$ 6.37 Lakhs (PY: $ 4.64 Lakhs) on other social causes and projects, which do not qualify as
CSR expenditure under the classifications listed out in Schedule VII of the Companies Act, 2013.

The CSR policy is available at the Company's website at the following link:
https://www.rajapalayammiNs.co.in/wp-content/uploads/2022/07/corporate-social-responsibility-policy.pdf

The Annual Report on CSR activities as prescribed under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached as Annexure - II.

20. AUDITS

STATUTORY AUDIT

M/s. N.A. Jayaraman & Co. Chartered Accountants (FRN: 001310S) and M/s. SRSV Associates,
Chartered Accountants (FRN: 015041S), who have been appointed as the Statutory Auditors
of the Company for second term of five consecutive years at the 86^th Annual General Meeting,
would be the Auditors of the Company till the conclusion of 91^st Annual General Meeting to
be held in the year 2027.

As required under Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015, the Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31^st March, 2025 does not contain any
qualification, reservation or adverse remark and no instance of fraud has been reported by
Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT

Shri M.R.L. Narasimha, a Practicing Company Secretary is the Secretarial Auditor of the Company.
Pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report submitted
by the Secretarial Auditor for the year ended 31^st March, 2025 is attached as Annexure - III.
The report does not contain any qualification, reservation or adverse remark.

As per Regulation 24A(1)(b) of LODR, on the basis of recommendation of Board of Directors,
a listed entity shall appoint the Secretarial Auditor / Secretarial Audit Firm for a term of five
consecutive years with the approval of its shareholders at the AGM. Accordingly, the Board
of Directors at their meeting held on 28-05-2025 have recommended Shri. M.R.L. Narasimha,
Practising Company Secretary, as the Secretarial Auditor for the Company. The matter relating
to his appointment has been included in the Notice convening the 89^th AGM, for Members'
approval.

COST AUDIT

As per Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost
Records and Audit) Rules,2014, the Company is required to maintain cost records and
accordingly such records and accounts are made and maintained.

The Board of Directors had approved the appointment of M/s. N. Sivashankaran & Co., Practising
Cost Accountants as the Cost Auditor of the Company to audit the Company's Cost Records
relating to manufacture of textile products for the year 2025-26 at a remuneration of
$ 2,25,000/- (Rupees Two Lakhs Twenty-Five Thousand) exclusive of GST and out-of-pocket
expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance
with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies

(Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members
for ratification at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2023-24 due to be filed with Ministry of Corporate
Affairs by 31-08-2024, had been filed on 23-08-2024. The Cost Audit Report for the financial
year 2024-25 due to be submitted by the Cost Auditor within 180 days from the closure of the
financial year will be filed with the Ministry of Corporate Affairs, within 30 days thereof.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies
(Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure - IV.

22. ANNUAL RETURN

In Accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended
31-03-2024 has been placed on the website of the Company and web link of such Annual
Return is- https://www.rajapalayammiNs.co.in/wp-content/uploads/2024/11/annual-retum-31-03-2024.pdf

23. CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as
stipulated in SEBI (LODR) Regulations, 2015. As required under Schedule V(C) of SEBI
(LODR) Regulations, 2015, a Report on Corporate Governance being followed by the Company
is attached as Annexure - V.

As required under Schedule V(E) of SEBI (LODR) Regulations, 2015, a Certificate from the
Auditors confirming compliance of conditions of Corporate Governance is also attached as
Annexure - VI to this Report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (LODR)
Regulations, 2015, Certificate from the Secretarial Auditor that none of the Company's Directors
have been debarred or disqualified from being appointed or continuing as Directors of
Companies, is attached as Annexure - VIA.

During the year under review, no complaints had been received regarding sexual harassment.
The relevant statutory disclosure related to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, are available at Point No.12(xii) of Corporate
Governance Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures in terms of provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, relating to remuneration are provided in Annexure - VII.

The statement containing names of the top ten employees in terms of remuneration drawn and
the particulars of employees as required 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, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure.
In terms of Secion 136 of the Companies Act, 2013, the said Annexure is open for inspection.
Any Member interested in obtaining a copy of the same may write to the Company Secretary.

25. INDUSTRIAL RELATIONS AND PERSONNEL

The Company has 5,030 employees as on 31-03-2025 (PY: 4,809). Industrial relations with
employees remained cordial during the year. The Company focused more on Human Resources
Development activities and imparted training to develop the skill-set of the employees to
enable them to face the challenges in the work environment.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

26. RELATED PARTY TRANSACTION

Prior approval / Omnibus approval is obtained from the Audit Committee for all related party
transactions and the transactions are periodically placed before the Audit Committee for its
approval. Transactions with the related party which are material in nature, in accordance with
Company's "Related Party Transaction Policy" and Regulation 23 of SEBI (LODR) Regulations,
2015 and required to be disclosed in Form AOC-2 is attached as Annexure VIII. In accordance
with Indian Accounting Standard - 24 (Related Party Disclosure), the details of transactions
with the related parties are set out in Note No: 50 of disclosures forming part of Financial
Statements.

As required under Regulation 46(2)(g) of SEBI (LODR) Regulations, 2015, The Company's
Related Party Transaction Policy is disclosed in the Company's website and its web link is:
https://www.rajapalayammiNs.co.in/wp-content/uploads/2025/04/related-party-transaction-policy-2022.pdf

27. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI
(LODR) Regulations, 2015, the Company has developed and implemented a Risk Management
Policy. The Policy envisages identification of risk and procedures for assessment and
minimization of risk thereof. The Risk Management policy of the Company is available at the
Company's website and its web link is:

https://www.rajapalayammills.co.in/wp-content/themes/ramco/pdf/risk-management-policy.pdf

28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to
IEPF as detailed below:

Shares corresponding to the said dividend were transferred to IEPF, as detailed below:

Year wise amount of unpaid / unclaimed dividend lying in the unpaid account and corresponding
shares, which are liable to be transferred to IEPF and due dates for such transfer, are tabled below:

* Net of TDS

29. MATERIAL CHANGES SINCE 1^st APRIL, 2025

There have been no changes affecting the financial position of the Company between the end
of the financial year (31-03-2025) and till the date of this report (28-05-2025).

30. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

(a) they had followed the applicable accounting standards along with proper explanation
relating to material departures, if any, in the preparation of the annual accounts for the
year ended 31^st March, 2025;

(b) they had 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 on 31^st March, 2025 and the loss of the
Company for the year ended on that date;

(c) they had 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;

(d) they had prepared the Annual Accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State
Governments for their help and co-operation. They are thankful to the Financial Institutions and
Banks for their continued help, assistance and guidance. The Directors wish to place on record
their appreciation of employees at all levels for their commitment and their contribution.

On Behalf of the Board of Directors,

For RAJAPALAYAM MILLS LIMITED,

P.R. VENKETRAMA RAJA

RAJAPALAYAM CHAIRMAN

28^th MAY, 2025 (DIN: 00331406)