Submission of Notice of 90th AGM.

Date : 04-08-2026 M/s. BSE Limited, Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001. Scrip Code: 532503 Dear Sir/Madam, Sub: Submission of Notice of 90th Annual General Meeting Pursuant to Schedule III (A) (12), read with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we herewith enclosed the copy of Notice to Shareholders, informing them about convening of the 90th Annual General Meeting of our Company on Friday, the 28th August, 2026, at 11.00 A.M. through Video Conferencing / Other Audio Visual Means. Brief details of the 90th Annual General Meeting: Cut-off date for E-Voting Friday, the 21st August, 2026 E-Voting start time, day & date 09:00 AM on Tuesday, the 25th August, 2026 E-Voting end time, day & date 05:00 PM on Thursday, the 27th August, 2026 Website for casting the vote and https://www.evotingindia.com to participate in the Meeting Kindly take the same on record. Thanking you, For RAJAPALAYAM MILLS LIMITED K. MAHESWARAN SECRETARY NOTICE NOTICE TO THE MEMBERS Notice is hereby given that, the 90 Annual General Meeting of the Company will be held at 11:00 A.M on Friday, the 28 August, 2026. This Annual General Meeting is being conducted through Video Conferencing / Other Audio Visual Means, the details of which are provided in the Notes to this Notice. The following are the businesses that would be transacted at this Annual General Meeting. ORDINARY BUSINESS - ORDINARY RESOLUTION 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 31 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 0.50 per Share be and is hereby declared for the year ended 31 March, 2026 and the same be paid to those Shareholders whose name appear in the Register of Members and Register of Beneficial Owners maintained by the Depositories as on 21 August, 2026." 3. To consider and pass the following Resolution, as an ORDINARY RESOLUTION "RESOLVED THAT Shri A.V. Dharmakrishnan (DIN: 00693181), who retires by rotation, be and is hereby re-appointed as Director of the Company." ORDINARY BUSINESS - SPECIAL RESOLUTION 4. To consider and pass the following Resolution, as a SPECIAL RESOLUTION: "RESOLVED THAT Shri S.S. Ramachandra Raja (DIN: 00331491), who retires by rotation, be and is hereby re-appointed as Director of the Company. RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015 and other applicable statutory provisions, Shri S.S. Ramachandra Raja, Non-Executive Director of the Company, aged 90 years, shall continue to occupy the position of Non-Executive Director from this Annual General Meeting till the Annual General Meeting at which he becomes liable to retire by rotation under Section 152(6)(c) of the Companies Act, 2013." SPECIAL BUSINESS - ORDINARY RESOLUTION 5. To consider and pass the following Resolution, 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 Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration of 2,25,000/- (Rupees Two Lakh Twenty Five Thousand) plus applicable taxes and Out-of-pocket expenses payable to M/s. N. Sivashankaran & Co, Practising NOTICE Cost Accountants (FRN: 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 textile products, be and is hereby ratified and confirmed." 6. To consider and pass the following Resolution, as an ORDINARY RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 ("Act") read with rules made thereunder and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations") and other applicable laws / statutory provisions, if any, the Company's Policy on Materiality of Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) with M/s. Ramco Industries Limited for a period of one (1) financial year (FY 2026-27) with an aggregate transaction value upto 150 Crores (in terms of Regulation 2(1)(zc) of the Listing Regulations) as more specifically set out in Table - A in the explanatory statement to this notice on the terms and conditions set out therein. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects." 7. To consider and pass the following Resolution, as an ORDINARY RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 ("Act") read with rules made thereunder and Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations") and other applicable laws / statutory provisions, if any, the Company's Policy on Materiality of Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) with M/s. Sandhya Spinning Mill Limited for a period of one (1) financial year (FY 2026-27) NOTICE with an aggregate transaction value upto 150 Crores (in terms of Regulation 2(1)(zc) of the Listing Regulations) as more specifically set out in Table - B in the explanatory statement to this notice on the terms and conditions set out therein. RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalizing and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any [Showing first 8,000 characters — download PDF for full document]