Ruby Mills Limited's Board of Directors has approved a strategic expansion into renewable energy through the incorporation of three wholly owned subsidiaries for a Solar Open Access project. The decision was taken during a board meeting held on January 19, 2026, marking the company's entry into the solar energy sector.

Board Meeting Details

The board meeting was conducted at shorter notice and had specific timing parameters:

Subsidiary Incorporation Strategy

The company has decided to create three special purpose vehicles specifically for the Solar Open Access project. These subsidiaries will be incorporated in Mumbai, India, and will serve as wholly owned entities under Ruby Mills Limited. The strategic rationale behind creating multiple subsidiaries is to provide the company with enhanced flexibility in managing the investment at later stages of the project development.

Regulatory Compliance Framework

The incorporation process will adhere to comprehensive regulatory requirements:

• Companies Act, 2013: Full compliance with incorporation provisions
• SEBI Listing Regulations 2015: Adherence to disclosure requirements under Regulation 30
• SEBI Circulars: Compliance with SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
• Additional Guidelines: Following SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25 dated February 25, 2025

Disclosure and Approval Process

The incorporation of these subsidiaries is subject to receipt of necessary regulatory approvals. Ruby Mills Limited has committed to making appropriate disclosures to stock exchanges once the proposed subsidiaries are formally incorporated. The company will provide detailed information as required under Regulation 30 of the SEBI Listing Regulations, ensuring transparency with stakeholders.

Strategic Implications

This move represents Ruby Mills Limited's diversification strategy into renewable energy, specifically solar power generation through the Open Access route. The creation of special purpose vehicles demonstrates a structured approach to project management and investment flexibility, allowing the company to optimize its solar energy investments based on market conditions and operational requirements.

Ruby Mills Limited announced key board changes during its meeting held on December 27, 2025, involving the appointment of a new independent director and the retirement of an existing board member. The decisions were made in accordance with SEBI listing regulations and require shareholder approval for implementation.

Board Meeting Outcome

The board meeting was conducted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting commenced at 4:30 p.m. and concluded at 5:03 p.m. on December 27, 2025, with directors approving significant changes to the board composition.

New Director Appointment

The board approved the appointment of Shri Paras Khimji Savla as Additional Director and Independent Director for a five-year term. The appointment is subject to member approval and follows all regulatory requirements.

Shri Savla brings extensive professional qualifications to the board, holding chartered accountant credentials from both the Institute of Chartered Accountants of India (ICAI) and the Institute of Chartered Accountants of England and Wales (ICAEW). He has also cleared certifications from IBBI, CFE, and holds a Bachelor of Commerce degree from Mumbai University.

Professional Background and Expertise

The newly appointed director possesses over two and half decades of career experience with extensive expertise across multiple domains. His professional background includes advisory services to corporate, non-corporate entities, and NGOs, with expertise in domestic and international taxation, investment strategies, and transaction structuring.

His specialized areas encompass valuation, mergers, demergers, acquisitions, insolvency resolution, direct tax litigation, Corporate Social Responsibility (CSR), and Environmental, Social, and Governance (ESG). His experience includes working with Big Four accounting firms in Transaction Tax Services, providing him with deep understanding of the Indian tax and regulatory environment.

Director Retirement

Simultaneously, the board noted the retirement of Shri Yogen Shivlal Lathia, who completed his tenure as Independent Director. The retirement follows the completion of his second consecutive term as mandated by regulatory requirements.

Regulatory Compliance

The company confirmed full compliance with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, and relevant BSE and NSE circulars. Shri Paras Khimji Savla has not been debarred from holding director positions by SEBI or any other authority and is not disqualified under Section 164 of the Companies Act, 2013. The board also confirmed that there are no relationships between the new director and other existing directors of the company.