Outcome of Board Meeting

RUBFILA International Limited RIL/SECTL/2026/ 20-08-2026 National Stock Exchange of India Limited BSE Limited Phiroze Jeejeebhoy Towers Exchange plaza, Bandra Kurla Complex Bandra (East) Dalal Street Mumbai-400051 . Mumbai -400001 Scrip Code: 500367 Symbol: RUBFILA Dear Sir / Madam, Sub. : Outcome of the meeting of the Board of Directors of Rubfila lntemational Limited - proposed divestment of the Company's entire shareholding in Premier Tissues (India) Limited Pursuant to Regulation 30 and other applicable provisions Of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations.), we wish to inform you that the Board of Directors of Rubfila lntemational Limited ("Companyn or "RIL"), at its meeting held on 20-08-2026, considered and approved - 1) To divest Company's entire shareholding !n Premier Tissues (India) Limited ("PTIL"), a wholly owned subsidiary of the Company, to M/s.Flnquest Personal Care Pvt. (CIN U20230MH2026PTC471920) Ltd ("Proposed Purchaser"), subject to receipt of the requi;ite shareholder and other statutory or regulatory approvals. Background and consideration by the Board The Board had earlier appointed two independent registered valuers solely for the purpose of obtaining a reliable valuation of the business of PTIL. The Board deliberated on the various strategic options available in relation to PTIL, including a partial divestment, demerger, induction Of a strategic partner and full divestment of the Company's shareholding in PTIL. Proposal recelved from the Proposed Purchaser During the course of the meeting, Mr. Hardik Patel, Chairman of the Company, disclosed his interest and informed the Board that M/s.Finquest Personal Care Pvt. (QIN Registered office: 1ee53, NIDA. Meronpara Read, Kanjikode p.O., Palakkad -678 621. Kerala, Ind`fa. I page 1 Tel . +91 4912567261e4, Fax : col 491256726o ema H. info@rubfila,com, ho@ri[bfila.co. in , rubfila@gmail.com, vebsife: \^Mw rubfila. com CI N : L25199KL1993PLC007018 RUBFILA filrB International Limited U20230lvIH2026PTC471920) was willing to acquire the Company's entire shareholding in PTIL for an aggregate consideration of €61.00 crore. The proposal is to acquire the shares on an "as is where is" basis, without undertaking any further due diligence, and is subject to receipt of the requisite shareholder and other statutory or regulatory approvals, as applicable. The entire purchase consideration would be paid within 30 days from the date of receipt. of shareholder approval or receipt Of the last applicable statutory or regulatory approval, whichever is later. Mr.Hardik a Patel, being an interested party recused himself from the deliberations of the Board. The Board noted, inter alia: 1. the valuation reports obtained from two independent registered valuers; 2. the aggregate consideration of € 61.00 crore offered by the Proposed Purchaser; 3. the Company's need to preserve and deploy its financial resources towards its core rubber-thread bu§i ness; 4. the Proposed Purchaser's agreement to acquire the Compahy's entire shareholding in PTIL on an "as is where is" basis, without any further due diligence; 5. the commitment to pay the entire purchase consideration within 30 days from the date of receipt of shareholder approval or receipt of the last applicable statutory or regulatory approval, whichever is later. The Board also considered alternative price-discovery and transaction mechanisms, including inviting offers from prospective purchasers through a public process and appointing investment bankers to identify potential purchasers. Having regard to the two independent valuation reports already obtained, the substantial and immediate funding requirements of PTIL, the certainty of the offer, the absence of any further due-diligence requirement and the time and costs associated with undertaking a fresh sale process, the Board was unanimously of the view that timely and certain execution of the proposed transaction would be in the best interests of the Company and its shareholders. Accordingly, the Board approved the proposed divestment of the Company's entire shareholding in PTIL to the Proposed Purchaser for an aggregate consideration of € 61.00 crore, subject to: • receipt of the requisite approval of the shareholders of the company; • receipt of all other applicable statutory and regulatory approvals; • compliance with the Companies Act, 2013, the SEBI LODR Regulations and other applicable laws; and Registeredoffice.16/953. NIDA, Meronpera Road, Kanjikode p.O., PaLakkad-678621. Kerala, India. I page 2 Tel . +914912567261". Fax : not 4912567260 email. info@rubfila com. ho@rubfila.co in, rubfila@gmail.com, website: www. rubfila.cam CIN : L25199KL1993PLC007018 RUBFILA International Limited • finalisation and execution of the necessary transaction documents reflecting the terms approved by the Board. The Board has authorised the Company Secretary and other designated officers of the Company to undertake all necessary actions, including making the requisite disclosures to the stock exchanges, obtaining the requisite shareholder and other applicable approvals, finalising and executing the necessary transaction documents and ensuring compliance with all applicable legal and regulatory requirements. The details required pursuant to Regulation 30 of the SEBI LODR Regulations, read with the applicable SEBl circulars, are enclosed as Annexure A. 2. To convene the 33rdAnnual General Meeting of the Members Of the Company on 29th September, 2026 at 11.00 am. The meeting Of the Board of Directors commenced at 3.00 p.in and concluded at 4-30 p.in This disclosure is also being made available on the Company.'s website at www.rubfila,com Kindly take the above information on record. Thanking You, Your Truly, For Rubfila lntemational Limited G. Krishna Kumar Managing Director DIN No.: 01450683 Registeied office: 16/953, NIDA, Menonpara F`oad. Kanjikode p.0.. Palakkad -678621. Kerala, lnd`fa. I page 3 Tel : +91491 2567261J34. Fax : +914912567260 email. `nfo@rubfila. com , ho@rubfila.co.in, rubfila@gmail.com; website: v`Miw. rubfiLa.com CIN . L25199KL1993PLC007018 RUBFILA ln(ernational Limited ANNEXURE A Details of the proposed divestment of PTIL Particulars Disclosure 1, Entity whose sharesareproposedtobesold Premier Tissues (India) Limited. 2. Nature of the Sale of the Company's entire shareholding in PTIL, representing proposed transaction 100% of PTIL's issued and paid-up equfty share capital, to M/s.Finquest Personal Care Pvt. Ltd. (CIN U20230MH2026PTC471920) 3. Contributlon during Turnover/revenue of PTIL for the financial year ended 31-03-2026 the last financial year : { 95.74 crore, representing 15.68 % of the consolidated tumove[/revenue of the Company. Net worth Of PTIL as at 31-03-2026 : {51.49 crore, representing 16.59 % of the consolidated net worth of the Company. 4. Expected date of The necessary transaction documents are expected to be execution executed on or before 10-09-2026, subject to receipt of the requisite approvals. 5. Expected date Of Within 30 days from the date of receipt of shareholder approval or completlon receipt of the last applicable statutory or regulatory approval, whichever is later, subject to fulfilment of the requirements prescribed under applicable law. 6. Conslderation Aggregate cash consideration Of {61.00 crore for the Company's entire shareholding in PTIL, 7. Basis of The consideration has been evaluated having regard to the consideration valuation reports obtained from two independent registered valuers. 8. Proposed Purchaser Name : M/s. M/s.Finquest Personal Care Pvt. Ltd. (CIN U20230MH2026PTC471920) Registered address : 602, Boston House, Suren Road, Andheri East, Mumbai -400 093 Nature of business: Personal Care Associated with promoter/promoter group : Yes Registered office.16/953, NIDA, Meranpara Ftoad, Kanjikode p.O„ PaLakkad -678621. Kerala, India. I page 4 Tel . +914912567261J54, Fax : +914912567260 emaj'. inf [Showing first 8,000 characters — download PDF for full document]