Meeting Details

The 90th Annual General Meeting will be held on Friday, 28th August 2026 at 11:00 AM through Video Conferencing/Other Audio Visual Means.

Key Dates:

  • Cut-off date for E-Voting: Friday, 21st August 2026
  • E-Voting period: From 09:00 AM on Tuesday, 25th August 2026 to 05:00 PM on Thursday, 27th August 2026
  • Website for e-voting: https://www.evotingindia.com
  • Record Date for dividend eligibility: Friday, 21st August 2026

Business Items to be Transacted

Ordinary Business - Ordinary Resolutions:

1. Adoption of Separate and Consolidated Audited Financial Statements for year ended 31st March 2026, together with Reports of Board of Directors and Auditors.

2. Declaration of Dividend of ₹0.50 per share for year ended 31st March 2026, payable to shareholders whose names appear in Register of Members and Register of Beneficial Owners maintained by Depositories as on 21st August 2026.

3. Re-appointment of Shri A.V. Dharmakrishnan (DIN: 00693181) as Director who retires by rotation.

Ordinary Business - Special Resolution:

4. Re-appointment of Shri S.S. Ramachandra Raja (DIN: 00331491) as Non-Executive Director. Special resolution required under Regulation 17(1A) of SEBI LODR Regulations 2015 as he is 90 years old. He shall continue until the AGM where he becomes liable to retire by rotation under Section 152(6)(c) of Companies Act 2013.

Special Business - Ordinary Resolutions:

5. Ratification of remuneration of ₹2,25,000/- plus applicable taxes and out-of-pocket expenses payable to M/s. N. Sivashankaran & Co, Practising Cost Accountants (FRN: 100662) as Cost Auditors for financial year 2026-27 for auditing cost records relating to manufacture of textile products.

6. Approval for related party transactions with M/s. Ramco Industries Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores (excluding duties and taxes).

7. Approval for related party transactions with M/s. Sandhya Spinning Mill Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores (excluding duties and taxes).

8. Approval for related party transactions with M/s. Sri Vishnu Shankar Mill Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores (excluding duties and taxes).

9. Approval for related party transactions with M/s. The Ramaraju Surgical Cotton Mills Limited for FY 2026-27 with aggregate transaction value up to ₹150 Crores (excluding duties and taxes).

Detailed Financial Information on Related Party Transactions

M/s. Ramco Industries Limited (RIL):

  • FY 2025-26 total transactions: ₹85.76 Crores (Purchase of Goods: ₹49.93 Cr, Sale of Goods: ₹30.60 Cr, Availing Services: ₹3.56 Cr, Rendering Services: ₹0.24 Cr, Reimbursements: ₹1.43 Cr)
  • Current FY transactions (until preceding quarter): ₹11.56 Crores
  • Proposed transaction value: 15.92% of company's annual consolidated turnover
  • RIL's FY25-26 financials: Turnover ₹1,443.50 Cr, PAT ₹111.26 Cr, Net Worth ₹1,344.89 Cr

M/s. Sandhya Spinning Mill Limited (SSML):

  • FY 2025-26 total transactions: ₹86.37 Crores (Purchase of Goods: ₹42.69 Cr, Sale of Goods: ₹39.86 Cr, Availing Services: ₹0.08 Cr, Rendering Services: ₹3.15 Cr, Reimbursements: ₹0.59 Cr)
  • Current FY transactions (until preceding quarter): ₹16.53 Crores
  • Proposed transaction value: 15.92% of company's annual consolidated turnover
  • SSML's FY25-26 financials: Turnover ₹238.13 Cr, PAT (Loss) ₹(8.07) Cr, Net Worth ₹7.11 Cr

M/s. Sri Vishnu Shankar Mill Limited (SVSM):

  • FY 2025-26 total transactions: ₹77.84 Crores (Purchase of Goods: ₹45.68 Cr, Sale of Goods: ₹30.17 Cr, Availing Services: ₹0.39 Cr, Rendering Services: ₹1.32 Cr, Reimbursement: ₹0.28 Cr)
  • Current FY transactions (until preceding quarter): ₹15.69 Crores
  • Proposed transaction value: 15.92% of company's annual consolidated turnover
  • SVSM's FY25-26 financials: Turnover ₹246.62 Cr, PAT (Loss) ₹(8.81) Cr, Net Worth ₹3.10 Cr

M/s. The Ramaraju Surgical Cotton Mills Limited (RSCM):

  • FY 2025-26 total transactions: ₹54.52 Crores (Purchase of Goods: ₹28.22 Cr, Sale of Goods: ₹25.01 Cr, Availing Services: ₹0.58 Cr, Rendering Services: ₹0.03 Cr, Reimbursement: ₹0.68 Cr)
  • Current FY transactions (until preceding quarter): ₹8.49 Crores
  • Proposed transaction value: 15.92% of company's annual consolidated turnover
  • RSCM's FY25-26 financials: Turnover ₹452.75 Cr, PAT (Loss) ₹(32.19) Cr, Net Worth ₹64.38 Cr

Director Details

Shri S.S. Ramachandra Raja (DIN: 00331491):

  • Age: 90 years (DOB: 04-09-1935)
  • Qualifications: Bachelor's Degree in Science
  • Experience: Over 4 decades in Textiles, Cement and Information Technology sectors
  • First appointment: 24-06-1992
  • FY25-26 remuneration: Sitting Fees ₹2.80 Lakhs
  • Shareholding: 29,460 equity shares of ₹10 each
  • Holds directorships in 7 other companies including Ramco Industries Limited, Sri Vishnu Shankar Mill Limited

Shri A.V. Dharmakrishnan (DIN: 00693181):

  • Age: 69 years (DOB: 25-01-1957)
  • Qualifications: FCA
  • Experience: Chief Executive Officer of The Ramco Cements Limited, with company since 1982
  • First appointment: 16-01-2008
  • FY25-26 remuneration: Sitting Fees ₹6.40 Lakhs
  • Shareholding: 1,809 equity shares of ₹10 each
  • Holds directorships in 7 other companies including Ramco Systems Limited, Ramco Windfarms Limited

Additional Information

Unclaimed Dividend Details:

The company has provided schedule of unclaimed dividends from FY2019 to FY2025 with due dates for transfer to Investor Education and Protection Fund (IEPF).

Tax Implications:

  • Dividend income taxable in hands of shareholders
  • Company required to deduct TDS at prescribed rates
  • Higher TDS rate of 20% applicable if PAN not registered
  • Resident individual shareholders with PAN and not liable to pay income tax can submit Form No. 121 by 13th August 2026
  • Non-resident shareholders can avail beneficial tax treaty rates by submitting required documents by 13th August 2026

Voting Procedures:

  • Remote e-voting through CDSL system
  • Physical shareholders can vote using folio number
  • Demat shareholders can vote through depository participants
  • Scrutinizer: Shri R. Palaniappan, Chartered Accountant (Membership No: 205112), Partner, M/s. N.A. Jayaraman & Co.

Document Availability:

  • Annual Report available on company website: www.rajapalayammills.co.in
  • Physical copies dispensed with, sent only by email to members