Rajapalayam Mills Limited has announced the successful completion of a postal ballot conducted through remote e-voting. The company's shareholders have approved all six special business resolutions with the requisite majority, as disclosed in a regulatory filing on October 10, 2025.

Key Resolutions Approved

The postal ballot, which concluded on October 9, 2025, saw the passage of four ordinary resolutions and two special resolutions:

1. Material Related Party Transactions: Four separate ordinary resolutions were approved for material related party transactions with:

   • Ramco Industries Limited
   • Sandhya Spinning Mill Limited
   • Sri Vishnu Shankar Mill Limited
   • The Ramaraju Surgical Cotton Mills Limited

   Each of these transactions is valued up to Rs. 450.00 crores for a period of three financial years from FY 2025-26 to 2027-28.

2. Investment and Loan Limits: A special resolution was passed to approve making investments, giving loans, guarantees, and providing security exceeding the limits specified under Section 186 of the Companies Act, 2013, up to an aggregate amount of Rs. 150.00 crores.

3. Re-appointment of Independent Director: Shareholders approved the re-appointment of Justice Smt. Chitra Venkataraman (Retd.) as a Non-Executive Independent Director for a second term of five consecutive years, from August 30, 2025, to August 29, 2030.

Voting Details

The e-voting process was scrutinized by R. Palaniappan, Chartered Accountant. Key voting statistics include:

The total number of shareholders on the record date (August 29, 2025) was 7,752.

Compliance and Transparency

Rajapalayam Mills has adhered to the provisions of Sections 108 and 110 of the Companies Act, 2013, and the relevant SEBI regulations in conducting this postal ballot. The company's commitment to corporate governance is evident in its prompt disclosure of the voting results and the scrutinizer's report.

These approvals pave the way for Rajapalayam Mills to engage in significant related party transactions, potentially enhancing its operational capabilities. The approval for increased investment and loan limits may provide the company with greater financial flexibility in its future endeavors.

Investors and stakeholders should note that these resolutions, particularly the related party transactions and increased investment limits, could have a material impact on the company's financial position and operations in the coming years.

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.