Annual Report For FY 2025-2026

Date: 02nd September, 2026 To, To, The General Manager Dy. General Manager Capital Market(Listing) Marketing Operations (Listing) National Stock Exchange of India Ltd. The BSE Limited Exchange Plaza, BKC P. J. Towers, Bandra-Kurla Complex, 25th Floor, Dalal Street, Fort, Bandra (East), Mumbai-400 051 Mumbai-400 001 Symbol: RUBYMILLS Code: 503169 Sub :- Reg. 34 (1) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 Dear Sir/ Madam, Pursuant to Regulation 34 (1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company along with the Notice of Annual General Meeting for the Financial Year 2025-26. Kindly take the above information on record. Thanking you. Yours faithfully, For THE RUBY MILLS LIMITED Anuradha Tendulkar Company Secretary and Compliance Officer Mem. No :‐ A55173 THE RUBY MILLS LIMITED Chairman Emeritus Smt. Aruna Manharlal Shah Board of Directors Shri Hiren Manharlal Shah, Executive Chairman Shri Bharat Manharlal Shah, Managing Director Shri Viraj Manharlal Shah, Managing Director Shri Purav Hiren Shah, Executive Director Shri Mehernosh R. Currawalla, Non-Executive Independent Director Smt Jasvanti A. Patel, Non-Executive Independent Director Shri Rahul G. Divan, Non-Executive Independent Director Shri Deepak R. Shah, Non-Executive Non-Independent Director Shri Gurudas Aras, Non-Executive Independent Director Shri Paras K. Savla Non-Executive Independent Director appointed w.e.f 27.12.2025 Chief Executive Officer & Chief Financial Officer Shri Purav Hiren Shah Company Secretary & Compliance Officer Ms. Anuradha Tendulkar Solicitors Federal & Company Rashmikant & Partners Dhaval Vussonji & Associates Statutory Auditors M/s. C N K & Associates LLP, Chartered Accountants, Mumbai Internal Auditors M/s. Aneja & Associates, Chartered Accountants, Mumbai Secretarial Auditors M/s. Vikas R. Chomal and Associates, Practicing Company Secretaries, Mumbai Cost Auditors Mr. Dakshesh Hiralal Zaveri, Mumbai Bankers / Term Lenders to the Company State Bank of India Bank of India Bank of Baroda HDFC Bank Union Bank of India Registered Office Ruby House, J. K. Sawant Marg, Dadar West, Mumbai – 400 028, Email: info@rubymills.com; Phone: +91-22-24387800; Website: www.rubymills.com Plant Locations Dhamni Complex Kharsundi Complex Village Dhamni Village Kharsundi Taluka Khalapur Taluka Khalapur Dist. Raigad Dist. Raigad Registrar and Share Transfer Agent Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building Opp. Vasant Oasis Makwana Road, Marol Andheri (E), Mumbai – 400 059 Tel.: 022-62638200, Fax: 022-62638299 CONTENTS PARTICULARS PAGE NO. SUMMARISED FINANCIAL DATA 5 NOTICE 6 DIRECTORS’ REPORT 30 MANAGEMENT DISCUSSION AND ANALYSIS 50 CORPORATE GOVERNANCE REPORT 53 INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE 75 DECLARATION BY CEO/CFO 76 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS 77 INDEPENDENT STANDALONE AUDITORS’ REPORT 78 STANDALONE FINANCIAL STATEMENTS 92 INDEPENDENT CONSOLIDATED AUDITORS’ REPORT 158 CONSOLIDATED FINANCIAL STATEMENTS 168 SUMMARISED FINANCIAL DATA OF THE RUBY MILLS LIMITED (r**) Standalone Consolidated*** 2021- 2022- 2023- 2024- 2025- 2025- Particular * 22 23 24 25 26 26 (Rs.) (Rs.) (Rs.) (Rs.) (Rs) (Rs.) 1 Total Revenue 19,989 26,462 25,035 26,977 37,615 37,615 2 Profit Before Depreciation and 5,565 5,653 6,871 6,984 9,294 9,292 interest 3 Finance Cost 966 413 465 475 1,542 1,543 4 Depreciation and amortization 913 869 840 1,132 2,448 2,448 Expense 5 Profit Before Tax 3,686 4,370 5,566 5,377 5,304 5,301 6 Provision for Tax including 587 802 1007 652 528 528 Current tax and Adjustment of earlier Years 7 Provision for Deferred tax (6) 46 104 493 418 418 8 Profit After Tax 3,105 3523 4,454 4,231 4,358 4,356 9 Add: Other Comprehensive 27 7 28 (8) (4) (4) Income Add: Surplus Brought Forward 17,362 20,368 23,396 27,460 31,098 31,098 Less: Dividend Paid (125.4) (501.6) (418) (585.20) (585.20) (585.20) Balance available for 20,368 23,396 27,460 31,098 34,866 34,864 Appropriation *Note: All Financial data above have been extracted from audited financial statement prepared under IND-AS method of recording/preparing account ** All figures are in lakhs. *** During the year ended 31st March 2026, the Company incorporated two wholly owned new subsidiaries i.e. Ruby Greentech T Pvt. Ltd. (RGTPL) and Ruby Greentech K Pvt. Ltd. (RGKPL) with their registered office in India. The subsidiaries were incorporated on 18th March 2026. Therefore consolidated financial results for the previous year is not available, hence not provided. THE RUBY MILLS LIMITED 5 THE RUBY MILLS LIMITED Regd. Office: Ruby House, J. K. Sawant Marg, Dadar (W), Mumbai-28. CIN: L17120MH1917PLC000447 Tel No. 022-24387800/30997800, Fax: +91-22-24378125. E-mail id: info@rubymills.com l Website: www.rubymills.com NOTICE Notice is hereby given that the One Hundred and Tenth Annual General Meeting (“AGM” or “Meeting”) of the Members of The Ruby Mills Limited (“Company”) will be held on Thursday, 24th September, 2026 at 04:30 p.m. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2026 together with the Report of the Board of Directors and Auditors thereon. 2. To declare the final dividend on Equity Shares for the Financial Year ended 31st March, 2026 of Rs. 2.50 per fully paid-up equity shares. 3. To appoint a Director in place of Shri. Deepak Rameshchandra Shah (DIN–06954206) who retires by rotation and being eligible for re-appointment, offers himself for re-appointment. SPECIAL BUSINESS 4. Ratification of Cost Auditor Remuneration To consider and if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant rules framed thereunder, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Company hereby ratifies the remuneration of Rs. 3,75,000 (Rupees Three Lakh and Seventy-Five Thousand Only) plus taxes, if any, as applicable and re-imbursement of out of pocket expenses, payable to Shri. Dakshesh H. Zaveri, Cost Accountant, (Firm Registration Number-102183), who has been appointed by the Board of Directors as Cost Auditor of the Company to conduct the audit of the cost records of the Company’s Textile manufacturing units at Dhamni and Kharsundi Plant unit for the financial year 2026-27.” RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Director of the Company or the Chief Financial Officer or the Company Secretary be and are hereby authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings, including any agreements related thereto, as may be necessary, proper, desirable or expedient. 5. Approval of Remuneration to be paid to Shri. Hiren M. Shah (DIN-00071077), Executive Chairman of the Company: To consider and if thought fit, to pass with or without modification(s), the following as a Special Resolution: “RESOLVED THAT pursuant to Sections 2(54), 188, 196, 197, 198 and 203 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013 (“the Act”), The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being) and the Rules made thereunder and applicabl [Showing first 8,000 characters — download PDF for full document]