Notice of 61st AGM enclosed

Regd. Office 47, P.S.K. Nagar, Rajapalayam - 626 108 NOTICE TO THE MEMBERS Notice is hereby given that the 61st AGM of the Company will be held at 11.30 A.M. on Thursday the 20th August 2026. This AGM is being conducted through Video Conferencing/Other Audio Visual Means (VC), the details of which are provided in the Notes to this Notice. The following are the items of business that would be transacted at this AGM: ORDINARY BUSINESS: 1. To consider and pass the following Resolution, as an ORDINARY RESOLUTION: “RESOLVED THAT the Company’s Separate and Consolidated Audited Financial Statements for the year ended 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted.” 2. To consider and pass the following Resolution, as an ORDINARY RESOLUTION: “RESOLVED THAT a Dividend of ` 1.25 per Share be and is hereby declared for the year ended 31st March, 2026 out of the profits of the Company for the year and the same be paid to those shareholders whose names appear in the Register of Members and Register of Beneficial Owners maintained by the Depositories as on 13th August, 2026.” 3. To consider and pass the following Resolution, as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to Section 159 of the Act and other applicable statutory provisions, Shri P R Venketrama Raja (DIN: 00331406), who retires by rotation, be and is hereby re-appointed as a Director of the Company.” SPECIAL BUSINESS: 4. To consider and pass the following Resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 3,00,000/- (Rupees Three lakhs only) exclusive of GST and Out-of-pocket expenses, payable to M/s. N. Sivashankaran & Co., Cost Accountants (Firm Registration No. 100662) appointed as the Cost Auditors of the Company by the Board of Directors, for the financial year 2026-27 for auditing the Cost Records relating to manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn, be and is hereby ratified.” By Order of the Board For RAMCO INDUSTRIES LIMITED P.R. VENKETRAMA RAJA CHENNAI CHAIRMAN 27th May 2026 DIN 00331406 NOTES: 1. Statement pursuant to Section 102 of the Companies Act, 2013, setting out the material facts concerning Special Business is annexed hereto. 2. The Company has chosen to conduct the AGM through Video Conferencing (VC), in accordance with MCA General Circular No. 03/2025 dt.22.09.2025, issued by Ministry of Corporate Affairs, Government of India and in compliance with other statutory requirements. 3. The Company would be providing the Central Depository Services (India) Limited’s (CDSL) system for the members to cast their vote through remote e-voting and participate in the AGM through VC. 4. Route map, Attendance slip and Proxy form are not being sent to shareholders, as the meeting is being conducted through Video Conference/Other Audio Visual Means (VC/OAVM). However pursuant to sections 112 and 113 of the Companies Act 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC and cast their votes through e-voting. 5. The Company is also releasing a Public Notice by way of advertisement in English in Financial Express (All editions) and in Tamil in Makkal Kural (All editions), containing the following information: * Convening of AGM through VC in compliance with applicable provisions of the Act. * Date and Time of the AGM. * Availability of Notice of the Meeting on the website of the Company and the Stock Exchanges, viz. BSE Limited and National Stock Exchange of India Limited, where the Company’s shares are listed and at https://www.evotingindia.com * Reference to the link of the Company’s website, providing access to the full annual report. * Requesting the members who have not registered their e-mail addresses with the Company, to get the same registered with the Company. 6. The cut-off date will be 13th August 2026, for determining the eligibility to vote by remote e-voting or in the AGM. 7. Pursuant to Rule 8 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unclaimed/unpaid dividends lying with the Company on the website of the Company (www. ramcoindltd.com), as also on the website of the Ministry of Corporate Affairs. The dividends remaining unpaid for a period of over 7 years will be transferred to the Investor Education & Protection Fund(IEPF) of the Central Government. Hence, the members who have not claimed their dividend relating to the earlier years may write to the Company for claiming the amount before it is so transferred to the Fund. The details of due dates for transfer of such unclaimed dividend to the said Fund are: Last Date for Date of Declaration Due Date for Transfer Year Type of Dividend Claiming Unpaid of Dividend to IEP Fund Dividend 2018-19 Dividend 8th August 2019 7th August 2026 6th September 2026 2019-20 Dividend 3rd March 2020 2nd March 2027 1st April 2027 2020-21 Dividend 12th March 2021 11th March 2028 10th April 2028 2021-22 Dividend 10th August 2022 9th August 2029 8th September 2029 2022-23 Dividend 10th August 2023 9th August 2030 8th September 2030 2023-24 Dividend 16th August 2024 15th August 2031 14th September 2031 2024-25 Dividend 13th August 2025 12th August 2032 11th September 2032 8. In accordance with Section 124(5) of the Companies Act, 2013, the Company has transferred the unclaimed/unpaid dividends lying with the Company for a period of over 7 years, to the Investor Education and Protection Fund (the IEPF) established by the Central Government. 9. In accordance with Section 124(6) of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, the shares in respect of which, dividend has not been paid or claimed for 7 consecutive years or more have been transferred by the Company to IEPF. The shareholders/their legal heirs are entitled to claim the said shares and the dividend so transferred from the IEPF by making an online application in Form No: IEPF-5 to the IEPF Authority. The procedure and the form are available at www.ramcoindltd.com and www.mca.gov.in. 10. Despatching of physical copies of the financial statements (including Notice, Board’s report, Auditor’s report or other documents required to be attached therewith), has been dispensed with. Such statements are being sent only by email to the members, trustees for the debenture holders, debenture holders and to all other persons so entitled. The Annual Report will also be made available on the Company’s Website - www.ramcoindltd.com and at the websites of the BSE Limited and National Stock Exchange of India Limited, where the Company’s shares are listed and CDSL’s e-voting portal at https://www.evotingindia.com 11. In terms of Section 152 of the Act, and other applicable statutory provisions, Shri P R Venketrama Raja (DIN: 00331406) aged 67 years, retires by rotation at this Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends the above appointment of Director to the Members vide ordinary resolution. Details of the Director proposed to be re-appointed as required in terms of Regulation 36(3) of LODR and Standard 1.2.5 of Secretarial Standards on General Meetings (SS–2), are provided in Statement pursuant to Section 102 of the Act. 12. Voting through electronic means : A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [LODR] and the circulars issued by MCA in this regard, the Company is [Showing first 8,000 characters — download PDF for full document]