Rajapalayam Mills Limited has issued a postal ballot notice seeking shareholder approval for six resolutions through remote e-voting. The company is requesting approval for material related party transactions with four group companies and the reappointment of an independent director.

Material Related Party Transactions

The company is seeking approval for transactions with four group companies:

1. Ramco Industries Limited
2. Sandhya Spinning Mill Limited
3. Sri Vishnu Shankar Mill Limited
4. The Ramaraju Surgical Cotton Mills Limited

Each transaction is valued up to Rs 450.00 crores for three financial years from FY 2025-26 to 2027-28. These transactions involve the purchase and sale of cotton, yarn, textile products, job work services, and other business activities.

Increase in Investment Limits

Rajapalayam Mills is also seeking approval to make investments, loans, guarantees, and provide security exceeding Rs 150.00 crores above the current limit of Rs 409.11 crores under Section 186 of the Companies Act.

Reappointment of Independent Director

The sixth resolution involves the re-appointment of Justice Smt. Chitra Venkataraman (Retd.) as a Non-Executive Independent Director for five consecutive years from August 30, 2025, to August 29, 2030. Justice Venkataraman, aged 73, brings expertise in legal knowledge, tax planning, and management to the board.

E-voting Details

The e-voting period for these resolutions will run from September 10, 2025, at 9:00 AM to October 9, 2025, at 5:00 PM. Central Depository Services Limited (CDSL) will provide the e-voting facility, with Shri R. Palaniappan appointed as scrutinizer for the voting process.

Shareholders are encouraged to review the detailed notice and cast their votes electronically during the specified period. The results of the postal ballot will be announced shortly after the conclusion of the e-voting process.

Rajapalayam Mills Limited has successfully completed the acquisition of 5,00,000 shares of Ramco Industries Limited (RIL) for Rs 15.45 crore through a block deal mechanism on September 4, 2025. This strategic move, which was part of a previously approved plan, marks a significant step in strengthening Rajapalayam Mills' investment in its associate company.

Transaction Details

The acquisition was executed as an inter-se transfer among the Promoter Group, with the shares being purchased from Smt. Alagaraja Ramalakshmi, a member of the Promoter Group of both Rajapalayam Mills and Ramco Industries. The transaction was carried out at the prevailing market price, adhering to arm's length principles.

Board Approval and Investment Limit

On September 3, 2025, the Board of Directors of Rajapalayam Mills unanimously approved this share acquisition. The board set an upper limit of Rs 15.80 crore for the investment, which could be executed in one or more tranches. The completed transaction of Rs 15.45 crore falls within this approved limit.

Strategic Investment and Existing Stake

Rajapalayam Mills' decision to increase its stake in Ramco Industries is backed by strong financial rationale. The company's existing investment of Rs 89.94 crore in RIL has shown significant appreciation, reaching a market value of Rs 363.47 crore. This new acquisition further solidifies Rajapalayam Mills' position in RIL.

About Ramco Industries Limited

Ramco Industries Limited, a member of the Ramco Group of Companies, is engaged in the manufacturing of Fiber Cement (FC) sheets and Calcium Silicate Boards (CSBs). The company also generates power through windmills. RIL has demonstrated consistent financial performance over the past three years:

Promoter Group Interests

The acquisition highlights the close ties between the two companies:

• Shri P.R. Venketrama Raja, Chairman and Promoter of Rajapalayam Mills, also serves as Chairman and Promoter of Ramco Industries, holding a 10.71% stake in RIL.
• Smt. P.V. Nirmala Raju, Managing Director of Rajapalayam Mills, belongs to the promoter group of both companies and holds a 0.46% stake in RIL.
• Shri P.V. Abinav Ramasubramaniam Raja, Director and Promoter of Rajapalayam Mills, is the Managing Director and Promoter of Ramco Industries, with a 0.05% stake in RIL.

Impact on Shareholding

Prior to this transaction, the Promoters and Promoter Group held 54.81% of the paid-up capital of Ramco Industries. The company has stated that there will be no change in the management of RIL as a result of this acquisition.

This strategic investment by Rajapalayam Mills in Ramco Industries underscores the company's confidence in RIL's business prospects and its commitment to strengthening its position within the Ramco Group of Companies.