Your Directors have pleasure in presenting their 90^th Annual Report and the Audited Accounts of
the Company for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The financial results for the year ended 31^st March, 2026 after charging all expenses but
before deducting finance cost and depreciation have resulted in operating profit (EBITDA) of
$ 14,636.77 Lakhs against $ 9,881.61 Lakhs for the previous financial year 2024-25. 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: $ 0.50/- per
share). The total amount of Dividend outgo for the year will be $ 46.10 Lakhs (PY: $ 46.10 Lakhs).

As per Income Tax Act, 2025, the dividend will be taxable in the hands of the Shareholders and
the Company will make payment of dividend after deducting applicable TDS.

The Company has declared Dividend out of Free Reserves in accordance with Companies
Act, 2013 and 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.rajapalayammills.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 Deferred Tax of $ 514.79 Lakhs (PY: $ 1,647.91 Lakhs) has been withdrawn
for the financial year 2025-26.

5. MANAGEMENT DISCUSSION AND ANALYSISTRADE CONDITIONS5.1 COTTON

The cotton production in India during the cotton season 2024-25 was 313 lakh bales (170 kg
each), compared to 327 lakh bales in the previous season, reflecting a decline of 4% due to
reduced acreage.

At the beginning of the cotton season 2025-26, the Cotton Association of India (CAI) estimated
the cotton crop for the new season at 305 lakh bales, compared to 313 lakh bales in the previous
year. However, the revised estimate of cotton arrivals increased to 320 lakh bales. The Cotton
Corporation of India (CCI) procured 91 lakh bales during the cotton season 2025-26 (as on
05-02-2026) and further increased the MSP for medium staple cotton and long staple cotton by
8%. Despite some correction in cotton prices, the decline in yarn prices was significantly sharper,
resulting in a wider disparity that adversely affected the margins of yarn spinners across India.

International cotton prices traded in the range of 74.05 US cents per LB to 78.81 US cents per
LB, compared to domestic cotton prices, which traded in the range of 78.75 US cents per LB
to 81.50 US cents per LB.

The Company strategically shifted its focus towards more value-added counts and imported
higher-quality cotton when prices were at reasonable levels. This strategy enabled the Company
to procure diversified varieties of cotton from across the globe and offer competitively priced
yarn. In order to enhance the availability of raw cotton in the domestic market, stabilize cotton
prices, and reduce input costs, the Government of India exempted import duty on cotton from
30-09-2025 to 31-12-2025.

5.2 YARN PRODUCTION

The production volume has increased to 142.20 Lakhs Kgs during the FY 2025-26 as against
141.01 Lakhs Kgs of previous year due to better capacity utilization.

5.3 SALE OF YARN

During FY 2025-26, the Company's sales volume increased to 134.71 lakh kgs as against
131.80 lakh kgs in the previous year. However, the sales value of yarn decreased to
$ 587.67 crores during FY 2025-26, compared to $ 644.61 crores in the previous year.

Due to geopolitical challenges and sluggish market demand for cotton yarn, spinning mills
faced severe pressure on margins. This situation forced many spinning mills across India to
operate at lower capacities, with several mills reducing production due to substantial losses
in yarn manufacturing. However, the Company's focus on producing a flexible and diversified
range of products helped protect its sales volumes during this sluggish period. Further, the
Red Sea crisis significantly impacted exports, resulting in higher freight and insurance costs,
along with shipping delays.

The Company's continued focus on strengthening its infrastructure to manufacture diverse
products, including various high-quality value-added yarns, and its collaboration with customers
to develop innovative products, helped maintain capacity utilization and sales volumes in the
export market. However, sales volume of value-added yarns such as Elitwist, Gassing, High
Twist, Melange, Core Yarn, and Mercerized Yarn decreased to 2,800 tonnes during
FY 2025-26 from 3,255 tonnes in the previous year.

5.4 EXPORTS

The Company has made export of Cotton Yarn (including merchant exports) during the financial
year 2025-26 with a value of $ 210.02 Crores compared to $ 267.45 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 and finishing capacity capable of producing
50,000 meters of finished fabrics per day.

In terms of production and sales, the Fabric unit manufactured 162 Lakhs Meters of Fabric
(compared to 155 Lakhs Meters in the previous year) and sold 152 Lakhs Meters of Fabrics
(compared to 153 Lakhs Meters in the previous year). The total revenue generated by the
Fabric unit for the financial year 2025-26 amounted to $ 340.68 Crores (compared to
$ 241.37 Crores in the previous year). Additionally, the export turnover of Fabric for the financial
year 2025-26 was $ 149.67 Crores (compared to $ 57.44 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 2025-26, the Company was able to consume power from its own
wind farms to the extent of 56% (PY: 50%) of the total power requirement. Inspite of increase
in power tariff by Tamil Nadu Power Distribution Corporation Limited and increased consumption,
the power cost was decreased to $ 55.82 Crores, from $ 59.61 Crores in the previous year,
due to better wind velocity, favourable weather conditions and Company's endeavor towards
optimization of renewable power.

5.7 FINANCE COST

The finance cost of the Company increased to $ 92.09 Crores during the financial year
2025-26 from $ 90.90 Crores in the previous financial year. Additional working capital
requirements, enhanced Fabric capacity and additional term loan borrowings had resulted in
an increased outflow of finance costs during the FY 2025-26 compared to FY 2024-25.

5.8 DIVIDEND INCOME

During the financial year 2025-26, the Company received dividend income of $ 7.61 Crores
(PY: $ 8.67 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 2025-26 are given below:

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

The increase in operating profit during the financial year 2025-26 has resulted in an improvement
in the Interest Coverage Ratio, Operating Profit Margin, Total Debt / EBITDA Ratio and Return
on Capital Employed.

6. MODERNISATION / EXPANSION

During the FY 2025-26, the Company has invested an amount of $ 35.09 Crores in modernizing
Comber Machine, Carding Machine, Sectional Warping Machine, Raising Machine etc. which
has been funded from internal accruals and loan from Banks.

7. PROSPECTS FOR THE CURRENT YEAR

Volatility in cotton prices continues, with both cotton and yarn prices experiencing wide
fluctuations. According to data published by the Foreign Agricultural Service of the USDA,
global cotton production for the 2026-27 season is expected to decline by 5% due to lower
production projections for Australia, Brazil, China, Pakistan, Turkey, and the United States.
However, global cotton consumption is projected to grow by 1.33% owing to larger global
cotton supplies, replenishment of inventories across the textile and apparel supply chain and
prospects for global economic growth.

The India-UK Free Trade Agreement signed in May, 2025 has opened new export opportunities
for the textile industry. Similarly, the India-Europe Free Trade Agreement, hailed as the "mother
of all deals," signed in January 2026, marks a strategic breakthrough in India's global trade
engagement.

The Company continuously monitors various process parameters and implements robust system
controls to deliver consistent quality yarn and fabric to end customers and leading brands.
Strengthening its product portfolio with more value-added and customized yarn counts such
as Mercerized Yarn, Melange Yarn, and Core Yarn is expected to help mitigate the impact of
falling demand for commodity counts. Over the last five years, the share of value-added
products has increased from 12% to 40%.

The Company's modernization of spinning mills and forward integration through the
establishment of fabric manufacturing and processing facilities are expected to drive top-line
growth and protect margins during the current year. Further, the Company's initiatives towards
sustainable manufacturing practices, including water reuse, zero-liquid-discharge systems,
and bio-treatment of wastewater for recycling, reinforce its commitment to environmental
sustainability and position it among the leading textile companies globally.

The synergies between the Company's spinning and fabric capacities are expected to enable
it to offer a wide range of textile products with quick turnaround times. The Company has
secured an "A Grade" in Social Audit Compliance, and leading domestic and international
brands are increasingly approaching the Company for sourcing yarn and fabric. The Company
remains confident that these measures will contribute to healthy top-line growth 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 2025-26, the wind farm generated 696 Lakhs Kwh,
which is higher than 573 Lakhs Kwh generated in the previous year. This was due to high wind
velocity and favourable weather conditions during the current year. All the units generated by
the windmills were adjusted for captive consumption at the Company's Spinning / Fabric
Division. Monetary value of power generated by the windmill division during the year was
$ 54.28 Crores, as compared to $ 43.13 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 the 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.rajapalayammiMs.co.in/investors/financial-report/

The consolidated profit of the Company amounted to $ 11,436.13 Lakhs for the year ended
31^st March, 2026 as compared to $ 1,704.52 Lakhs of the previous year.

The Consolidated Total Comprehensive Income for the year under review is
$ 11,385.13 Lakhs as compared to $ 1,332.14 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 the 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 M/s. 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 PERSONNAL

Smt. Soundara Kumar (DIN: 01974515) ceased to be a Non-executive independent director
of the Company upon completion of her second term of five consecutive years with effect from
close of business hours on 26^th August, 2025.

Justice Smt. Chitra Venkataraman (Retd.) (DIN: 07044099) has been appointed as a
Non-Executive Independent Director with effect from 11^th August, 2025 and her first term of
office ended on 29^th August, 2025. The Board of Directors at their meeting held on
29^th August, 2025 had re-appointed Justice Smt. Chitra Venkataraman as a Non-Executive
Independent Director for her second term of five (5) consecutive years commencing from
30^th August, 2025 to 29^th August, 2030.

In the opinion of the Board, the above Independent Director possess integrity, expertise and
experience for being appointed as an Independent Director and she is exempted from clearing
the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affairs.

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 S.S. Ramachandra Raja (DIN: 00331491)

2. Shri A.V. Dharmakrishnan (DIN: 00693181)

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, there have been no other
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 the Proviso 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 is appropriate
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.rajapalayammiNs.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.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, six (6) 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 the 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 31-03-2026 (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 the 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.

On account of losses, there was no CSR obligation for FY 2025-26. However, the Company
has spent an amount of $ 3.08 Lakhs towards CSR activities.

The Company also spent a sum of $ 7.27 Lakhs (PY: $ 6.37 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 the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached as Annexure - II.

20. AUDITSSTATUTORY 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, 2026 does not contain any
qualification, reservation or adverse remark and no instance of fraud has been reported by
Auditors under Section 143(12) of 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, 2026 is attached as Annexure - III.
The report does not contain any qualification, reservation or adverse remark.

COST AUDIT

As per Section 148(1) of the Companies Act, 2013 read with Rule 3 of the 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.,
(FRN: 100662), Practising Cost Accountant 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 the 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 2024-25 due to be filed with Ministry of Corporate
Affairs by 09-09-2025, had been filed on 27-08-2025. The Cost Audit Report for the financial
year 2025-26 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 the Companies
(Management and Administration) Rules, 2014, the copy of the Annual Return for the year ended
31-03-2025 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/2026/02/Annual%20Retum%2031-03-2025.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), (2) and (3) of the 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 Section 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 4,938 employees as on 31-03-2026 (PY: 5,030). 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 and the following are the details of complaints:

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:

29. MATERIAL CHANGES SINCE 1^st APRIL, 2026

There have been no changes affecting the financial position of the Company between the end

of the financial year (31-03-2026) and till the date of this report (28-05-2026).

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, 2026;

(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, 2026 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.

31. During the financial year under review, there was no change in the nature of business of the

Company.

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

ARIYALUR CHAIRMAN

28^th MAY, 2026 (DIN: 00331406)