Proceedings of 90th Annual General Meeting.

Date : 28-08-2026 M/s. BSE Limited, Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001. Scrip Code: 532503 Dear Sir/Madam, Sub: Proceedings of 90th Annual General Meeting held on 28-08-2026 Pursuant to Regulation 30(6) read with Clause 13 of Schedule III, Part A, Para A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit the proceedings of the 90th Annual General Meeting held on 28-08-2026. The details as required in accordance with Point No: 13 of Annexure - 18 of Master Circular No: HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026 issued by SEBI, is also enclosed as ANNEXURE. Kindly take the same on record. Thanking you, For RAJAPALAYAM MILLS LIMITED K. MAHESWARAN SECRETARY Encl: As Above PROCEEDINGS OF 90th ANNUAL GENERAL MEETING Day & Date : Friday, the 28th August, 2026 Annual General Meeting was held through Video Conferencing (VC) Time of Commencement : 11:00 AM Time of Conclusion : 11:50 AM ATTENDED DIRECTORS PRESENT CATEGORY / POSITION THROUGH VC FROM Chairman and Chairman of Corporate Social Responsibility Committee, Shri P.R. Venketrama Raja Stakeholders Relationship Committee, Chennai Risk Management Committee and Rights Issue Committee Smt. P.V. Nirmala Raju Managing Director Chennai Shri S.S. Ramachandra Raja Director Rajapalayam Shri A.V. Dharmakrishnan Director Chennai Chairman of Audit Committee and Shri M. Rathinasamy Nomination and Remuneration Coimbatore Committee. Independent Director Vancouver, Shri Sivaguru Chellappa Canada Shri P.A.S. Alaghar Raja Independent Director Rajapalayam Shri N.S. Krishnamma Raja Independent Director Chennai IN ATTENDANCE Secretary Rajapalayam Shri K. Maheswaran BY INVITATION Shri N. Mohanarengan President Rajapalayam Shri A. Arulpranavam Chief Financial Officer (CFO) Rajapalayam AUDITORS PRESENT Representing M/s. N.A. Jayaraman & Co., Shri T.G. Harisha Chartered Accountants – Statutory Chennai Auditors Representing M/s. SRSV & Associates, Shri V. Rajeswaran Chartered Accountants – Statutory Chennai Auditors Shri M.R.L. Narasimha Secretarial Auditor Coimbatore The meeting was attended by 71 members through VC. The Secretary welcomed the Shareholders and informed that the Meeting was held through VC in compliance with the circulars issued by the Ministry of Corporate Affairs, Government of India. He further informed that the Company through CDSL Platform, had provided video conference facility to Shareholders to attend the meeting. Secretary requested the Chairman to preside over the meeting. The Chairman confirmed that, the quorum was present and called the meeting to order. The Chairman welcomed the members and requested them to take part in the proceedings of the meeting conducted through VC and informed that he was satisfied that all efforts feasible under the circumstances have indeed been made by the Company to enable members to participate and vote on the items being considered in the meeting. The Chairman introduced the Directors and invitees participated through VC. The Chairman explained the absence of Shri P.V. Abinav Ramasubramaniam Raja, Director and Justice Smt. Chitra Venkataraman (Retd), Independent Director of the Company, due to their pre-occupation. Secretary informed the Shareholders that the Registers as required under the Companies Act, 2013 were made available electronically for inspection by the members. Members seeking to inspect such registers could send their request to maheswaran_k@ramcotex.com Secretary announced that, since the Notice convening 90th Annual General Meeting along with Directors’ Report, Statutory Auditors’ Report, Secretarial Auditor Report and Financial Statements have already been circulated by e-mail to shareholders and hosted on the website of the Company and the Stock Exchange (BSE Limited), with the consent of the Members the Notice had been taken as read. Secretary further informed that, there were no qualifications or adverse remarks in the Statutory Auditors’ Report as well as in the Secretarial Auditor Report. Since, the above Audit Reports had already been circulated, with the consent of the Members the same had been taken as read. Secretary informed the members that, the e-voting process had been explained in the Notice convening the AGM. For those persons who had acquired shares subsequent to the despatch of the annual report and before the cut-off date (i.e. 21-08-2026), the notice for the AGM containing the instructions had been mailed to them individually. Secretary informed the Members that, the facility of remote e-voting for the Members was commenced at 9:00 A.M. on Tuesday, the 25th August, 2026 and concluded at 5:00 P.M. on Thursday, the 27th August, 2026. Members who were present at the AGM and had not cast their votes by remote e-voting could cast their votes during the Meeting. The Chairman delivered his speech during the course of which, he reviewed the performance of the Company. Secretary opened the session for Questions and Answers. Secretary informed that, the Company had made necessary arrangements for the two-way communication in the meeting, for the shareholders who have registered themselves as Speakers to express their views. Accordingly, 2 Shareholders who had been registered as Speaker Shareholder but 1 Shareholder was participated at the meeting and the another 1 was not available when Secretary invited him to speak. The following items of business as set out in the Notice convening the 90th Annual General Meeting were transacted. No ORDINARY BUSINESS – ORDINARY RESOLUTION 1. Adoption of Company’s Separate and Consolidated Audited Financial Statements and the Reports of the Board of Directors and Auditors for the year ended 31st March, 2026. "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. Declaration of Dividend of Re.0.50/- per Share for the financial year 2025-26. "RESOLVED THAT a Dividend of Re.0.50/- per Share be and is hereby declared for the year ended 31st 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 21st August, 2026." 3. Re-appointment of Shri A.V. Dharmakrishnan (DIN: 00693181), as a Director, who retires by rotation. "RESOLVED THAT Shri A.V. Dharamakrishnan (DIN: 00693181), who retires by rotation, be and is hereby re-appointed as Director of the Company." ORDINARY BUSINESS – SPECIAL RESOLUTION 4. Re-appointment of Shri S.S. Ramachandra Raja (DIN: 00331491) as a Director, who retires by rotation and continue to occupy the position of Non-Executive Director of the Company. "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. Ratification of remuneration payable to M/s. N. Sivashankaran & Co., Cost Auditor of the Company for the financial year 2026-27. “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 Cost Accountants (FRN: 100662), appointed as the Cost Auditors of the Company by the Boar [Showing first 8,000 characters — download PDF for full document]