Rubfila International Ltd Directors Report

DIRECTORS REPORT

To the members of Rubfila International Limited

It is our pleasure to present the 33rd Annual Report and the audited Annual Accounts for the year ended 31st March 2026. The consolidated performance of the company and its subsidiary has been referred to wherever required.

Financial Results

The Summarized standalone and consolidated results of your company and its subsidiary are given in the table below: -

	Rs. in Lakhs
	Financial Year ended
Particulars	Standalone		Consolidated
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	51,171.86	46,840.78	60,249.96	55041.28
Other Income	679.07	482.58	790.44	613.12
Total Income	51,850.93	47,323.36	61,040.40	55,654.40
Operating Expenditure	47,398.17	43,081.62	56,206.32	50,569.02
Operating Profit Before Depreciation, Interest and Tax	4452.76	4,241.74	4,834.08	5,085.38
Finance Cost	3.45	0.72	15.25	12.33
Depreciation and Amortization Expenses	896.30	895.03	1105.71	1,096.57
Profit Before Exceptional Items	3553.01	3,345.99	3,713.12	3,976.48
Exceptional Items	-	-	-	-
Profit Before Tax	3553.01	3,345.99	3,713.12	3,976.48
Tax Expenses
a) Current Tax	849.91	757.13	927.43	920.03
b) Deferred Tax	72.97	124.34	124.50	112.60
Profit after Tax	2630.13	2,464.52	2,661.19	2,943.85
Other Comprehensive Income	86.46	49.64	69.71	46.60
Total Comprehensive Income	2716.59	2,514.16	2,730.90	2,990.45
Basic EPS	5.01	4.63	5.03	5.51
Diluted EPS	5.01	4.63	5.03	5.51

Performance Review:

The world is entering a period of profound and far-reaching change. The forces shaping businesses and economies today extend well beyond traditional industry boundaries, as technology, global markets and changing societal priorities continue to converge. Supply chains are evolving in response to new economic realities and the changing tariff regimes and regional trade realignments, influenced international trade flows and business sentiment across industries.

Geopolitical developments across various regions continued to impact commodity markets, freight availability and logistics costs. Businesses across the globe remained focused on strengthening supply chain resilience, diversifying sourcing strategies and improving operational efficiencies to mitigate the impact of external uncertainties.

Against this backdrop, the Indian economy demonstrated resilience and continued to remain one of the fastest growing major economies in the world. Strong domestic consumption, sustained public capital expenditure, healthy financial sector performance and continued policy support contributed to maintaining economic momentum despite external headwinds. The Governments continued emphasis on infrastructure development, manufacturing, exports, digitalization and ease of doing business is expected to further strengthen Indias long-term growth prospects.

India also continued to actively pursue bilateral and multilateral trade agreements aimed at enhancing market access and strengthening its position in global supply chains. While international trade negotiations and tariff-related developments continue to evolve, the long-term outlook for Indian manufacturing remains encouraging.

The natural rubber industry witnessed continued volatility during the year. Supply constraints in several producing countries arising from adverse weather conditions, climate-related disruptions and structural issues in plantation sectors contributed to fluctuations in natural rubber prices. At the domestic level, natural rubber availability remained below the growing consumption requirements of the country, resulting in relatively firm raw material prices. Regulatory measures relating to imports also influenced domestic market dynamics.

The Indian rubber industry continued to face challenges arising from volatile raw material prices, increasing production costs, global competition and changing trade patterns. At the same time, the industry is increasingly focusing on sustainability, productivity enhancement and technological improvements to remain competitive in the global marketplace.

Raw material prices, particularly those of natural latex, continued to remain volatile during the year owing to domestic supply-demand imbalances, international commodity movements, climatic conditions and other global economic factors. The Company continued to closely monitor procurement strategies and optimize operational efficiencies to minimize the impact of such fluctuations.

International freight and logistics costs remained elevated during certain periods of the year due to continuing geopolitical developments, disruptions in shipping routes, fluctuations in fuel prices and container availability These factors had an impact on export competitiveness and operating margins across export-oriented industries.

Despite these challenging market conditions, your Company delivered a commendable operational performance during the year.

The Company achieved Revenue from Operations of Rs.51,171.86 lakhs during FY 2025-26 as against Rs.46,840.78 lakhs in the previous year, registering a healthy growth of approximately 9.24%. Profit After Tax stood at Rs.2,630.13 lakhs, compared to Rs.2,464.52 lakhs in the previous year, reflecting an increase of about 6.72% despite continued cost pressures and market uncertainties.

Domestic sales during the year amounted to Rs.38,281.04 lakhs, while export sales reached Rs.12,890.82 lakhs. Domestic sales registered a growth of about 6%, whereas exports recorded an impressive growth of about 22% over the previous year, demonstrating the Companys strong customer relationships and growing acceptance in international markets.

The domestic market continued to witness relatively subdued demand from certain textile segments. Nevertheless, your Company maintained its market leadership through consistent product quality, customer-centric approach and efficient supply chain management.

On the export front, the Company continued to strengthen its presence across key international markets. Business from Brazil, Morocco and Bangladesh remained encouraging during the year. The Company also expanded its customer base by adding new customers in markets such as Hungary and Indonesia, thereby further diversifying its export portfolio.

Future Prospects

The global textile and apparel industry is expected to gradually recover as inflationary pressures moderate, consumer demand improves and global inventory levels normalise. However, the pace of recovery is likely to vary across regions depending upon economic conditions, trade policies and geopolitical developments.

The long-term fundamentals of the Indian textile sector remain positive, supported by favourable demographics, expanding domestic consumption, Government initiatives promoting manufacturing and exports, and increasing investments across the textile value chain. Continued emphasis on sustainability, innovation, product development and technological adoption is expected to enhance the competitiveness of Indian manufacturers in global markets.

The fortunes of the Latex Rubber Thread industry remain closely linked to the growth of the textile and apparel sector. As demand from domestic and international garment manufacturers improves, the rubber thread industry is expected to benefit from higher consumption levels.

Your Company remains committed to strengthening its leadership position through continuous improvement in product quality, operational excellence, customer satisfaction, cost optimisation and market diversification. The Company will continue to focus on expanding its presence in existing and new international markets while further consolidating its position in the domestic market.

The Company will also continue to invest in process improvements, sustainability initiatives, energy efficiency, technological upgradation and responsible manufacturing practices to enhance long-term competitiveness and create sustainable value for all stakeholders.

Premier Tissues India Ltd:

The Indian tissue paper industry continues to present significant long-term growth opportunities, supported by increasing awareness of hygiene and sanitation, rising urbanization, changing consumer lifestyles, growth of organized retail, expansion of the hospitality and healthcare sectors, and increasing penetration of modern trade and e-commerce channels. Although per capita tissue paper consumption in India remains among the lowest globally, it continues to show a gradual upward trend, indicating substantial headroom for future growth. During the year under review Premier could post a turnover of Rs.9462.56 Lacs and a net profit of Rs. 31.30 lacs.

Despite the favourable growth prospects, the industry continues to face several structural challenges. The presence of a large number of unorganised manufacturers has intensified competition, with practices such as misleading product declarations, quality inconsistencies and tax non-compliance creating an uneven competitive environment for organised players. In addition, organised brands continue to face challenges from look-alike and imitation products that attempt to replicate established brand identities, thereby affecting brand equity and consumer confidence.

Premier continues to address these challenges by focusing on product quality, brand building, customer satisfaction and operational efficiencies. The Companys well-established Premier brand enjoys strong recognition in the tissue paper market and continues to be one of the leading organised brands in the industry. Continuous emphasis on quality assurance, product innovation, responsible manufacturing practices and strengthening of distribution channels is expected to further enhance the Companys market position.

Future Prospects

The long-term outlook for the Indian tissue paper industry remains encouraging, supported by increasing awareness of hygiene and wellness, rising disposable incomes, urbanisation, growth of the hospitality and healthcare sectors, expansion of organised retail and increasing consumer preference for convenience-oriented products. Although Indias per capita tissue paper consumption continues to remain significantly lower than the global average, this presents substantial opportunities for sustained long-term growth.

The industry is also witnessing a gradual shift towards environmentally responsible products and sustainable manufacturing practices. Growing consumer awareness, evolving regulatory expectations and increasing preference for recyclable and responsibly sourced products are encouraging manufacturers to adopt resource-efficient technologies, optimise energy consumption and strengthen their environmental stewardship. Premier remains committed to aligning its operations with these evolving market expectations.

Digital commerce continues to reshape consumer purchasing behaviour. Besides the continued growth of conventional e-commerce, the rapid expansion of quick-commerce platforms has opened new avenues for product accessibility and consumer engagement. Premier has been steadily strengthening its presence across these channels and expects digital sales to become an increasingly important contributor to its business in the coming years.

The tissue paper industry continues to operate in a highly competitive environment, particularly due to the large presence of unorganised manufacturers. Organised players are required to continuously differentiate themselves through consistent product quality, strong brand positioning, reliable distribution networks and customer confidence. Premiers well-established brand, extensive market presence and continued focus on quality and innovation provide a strong foundation to compete effectively in this dynamic marketplace.

The Company is also actively pursuing opportunities in international markets to diversify its revenue streams and enhance its global footprint. Growing acceptance of the Companys products in overseas markets is expected to support the expansion of its export business over the medium term.

To support future growth, Premier is augmenting its manufacturing capabilities through the establishment of additional production facilities. The proposed expansion is expected to enhance production capacity, improve operational efficiencies, strengthen supply capabilities and enable the Company to cater to the anticipated increase in domestic and international demand.

With a recognised brand, expanding distribution network, ongoing capacity enhancement, commitment to sustainability and continued emphasis on operational excellence, Premier Tissues India Limited is well positioned to capitalise on the significant growth opportunities in the Indian tissue paper industry. The management remains confident of creating sustainable long-term value for all stakeholders while maintaining its focus on responsible and profitable growth.

Consolidated Figures:

The consolidated revenue from operations of Rubfila and Premier Tissues for the year 2024-25 was Rs.60249.96 lakhs with the profit before tax (PBT) at Rs.3,713.12 lakhs. The consolidated profits after tax (PAT) during the year was Rs.2661.19 lakhs compared to Rs.2,943.85 lakhs in the past year.

The financial statements of the company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act.

Dividend

Your Directors have recommended a dividend of 40% ( Rs.2 per share of face value Rs.5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in a total payout of Rs.1,085.35 lakhs for the year.

Pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/unpaid for a pe-riod of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Your company has uploaded the details of unclaimed/ unpaid dividend for the financial year 2012-13 onwards at its website, www.rubfila.com and at the website of the Ministry of Corporate Affairs, www.iepfgov.in and the same gets revised/updated from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and Unclaimed Amount Lying with Companies) Rules, 2012.

Further, the unpaid dividend amount pertaining to the financial year 2018-19 will be transferred to IEPF during the Financial Year 2026-27.

As on March 31, 2026, the unclaimed amounts with respect to the dividend are as under:

Particulars Unclaimed Amount (in lakhs)

Date of transfer to the Investor Education and Protection Fund (IEPF)

Particulars	Unclaimed Amount (in lakhs)	Date of transfer to the Investor Education and Protection Fund (IEPF)
Dividend FY 2018-19	27.20	20.10.2026
Dividend FY 2019-20	34.29	16.10.2027
Dividend FY 2020-21	15.34	23-08-2028
Dividend FY 2021-22	16.49	30-10-2029
Dividend FY 2022-23	10.73	27-10-2030
Dividend FY 2023-24	16.81	22-10-2031
Dividend FY 2024-25	26.01	23-10-2032

Transfer of Equity Shares

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs on September 7, 2016 and subsequently amended vide notification dated February 28, 2017, all the equity shares of the company in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more are required to be transferred to demat account of IEPF Authority. Upon transfer of such shares, all benefits (like dividend, bonus, split, consolidation etc.), if any, accruing on such shares shall also be credited to the Account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the demat account of IEPF Authority can be claimed back by the shareholder by following the procedure prescribed under the aforesaid rules.

Your company has sent individual notice to all the members who have not been paid or who have not claimed dividend for seven consecutive years and has also published the notice in the leading English and Malayalam newspapers.

The details of the nodal officer appointed by the company under the provisions of IEPF are disseminated in the website of the company viz., www.rubfila.com.

Capital Expenditure

As on 31st March 2026, the gross fixed assets of the company stand at Rs.24338.59 lakhs and net fixed assets at Rs.14147.18 lakhs. Capital additions, including capital work in progress, during the year amounted to Rs.1451.92 lakhs, which include addition to Building Rs.108.70 lakhs, Plant & Machinery and other assets amounting to Rs. 1217.29 lakhs and Capital Work in Progress.

Directors Responsibility Statement The Directors report that

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period ended 31st March 2026.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Listing on Stock Exchanges

Your companys shares are currently listed on the BSE Ltd and NSE Ltd. While the shares were listed at BSE since 1994, the listing at NSE happened on 8th August 2024. The company has paid Listing Fee for the year 2026-27.

Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. S. H. Merchant (DIN 00075865), Mr. D. G. Rajan (DIN 00303060) and Ms. Aiswarya Singhvi (DIN 10241207) have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

A note on the familiarizing programme adopted by the company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Further, the Independent Directors of the company met once during the year on 30-03-2026 to review the performance of the Non-executive directors, Chairman of the company and performance of the Board as a whole.

Particulars of Loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013 your company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

The Companys investment in its subsidiary (net of provisions) stood at Rs. 3200.14 lakhs as on March 31, 2026. The details of investments, loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

Deposits

Your company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014 and no amount remain unpaid or unclaimed as at the end of the period under review.

Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are given in An- nexure forming part of this report.

Related Party Transactions

All contracts/ arrangements/transaction entered by the company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder and according to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into with the Related Parties during the financial year under the review were on an arms length basis and were in the ordinary course of business.

Other than the above, there are no materially significant Related Party transactions made by the company with its Promoters, Directors, Management or their relatives that could have had a potential conflict with the interests of the company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. The transactions entered into pursuant to the approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The company had framed a policy on materiality of related party transactions and on dealing with related party transactions. The policy as approved by the Board is uploaded on the companys website: https://rubfila.com/ investor-docs/CSR-POLICIES/2PolicyonRelatedParty-

Transactions.pdf The Form AOC-2 containing the particulars of contracts or arrangements with related parties made during the period under review is annexed herewith as "Annexure D"

The Members may refer to Note to the Standalone Financial Statements which sets out the related party disclosures as per the Accounting Standards.

Corporate Social Responsibility:

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your company has constituted a CSR Committee and framed a policy which details the areas that can be supported under the CSR Policy A few areas of focus for providing CSR support have been identified such as healthcare, education, rural development, sustainable livelihood, social empowerment & welfare, Arts and Culture etc. The policy also includes providing support to the highly needy individual beneficiaries who are in real distress for healthcare, education, housing etc, but this is done with utmost care after ample due diligence.

We consider Corporate Social Responsibility (CSR) as both a duty as well as an opportunity to make a positive impact on the community in which we operate. During the year, company carried out several initiatives under the CSR program. The project "Super 100" aimed at providing exposure and educational opportunities to 100 selected tribal girls from Attappadi Block in Palakkad District was a well acclaimed one in terms of its impact. Company continue to identify projects like women empowerment by choosing women who were not able to make both ends meet and was striving for survival by supporting them with resources to find a livelihood on a long-term basis. A report on CSR activities is attached as Annexure C forming part of this report. CSR policy of the company is available on the website www.rubfila.com.

During the year 2025- 26 CSR activities were overseen by a committee of Directors comprising of Mr. Bharat J. Dattani (DIN 00608198), Mr. G Krishna Kumar (DIN 01450683) and Mr. S.H.Merchant (DIN 00075865) on a regular basis. Mr.Bharat J Dattani resigned from the board effective from 16-07-2026 and the Board at its meeting held on 11-08-2026 co-opted Mr.Hardik B Patel to the CSR Committee.

During the year under review, the company spent Rs.62.38 lakhs towards various CSR projects.

A report on the Corporate Social Responsibility activities is annexed to this report.

Directors and Key Managerial Personnel Composition of the Board

As on 31st March, 2026, the Board of Directors of the Company comprises of 6 directors. Your Board comprises Mr. Hardik B Patel (DIN 00590663) as Chairman, Mr. G. Krishna Kumar, (DIN 01450683) as Managing Director (Executive), Mr. Bharat J. Dattani (DIN 00608198) as non-executive, Non-independent Director and three Non-executive Independent Directors namely Mr. D. G. Rajan (DIN 00303060), Mr. S. H. Merchant (DIN 00075865) and Ms. Aiswarya Singhvi (DIN10241207). The details of composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report. Mr.Bharat J Dattani resigned from the board effective from 16-07-2026.

In accordance with the Companies Act, 2013, Mr. Hardik B Patel (DIN 00590663) retire by rotation and being eligible offer himself for re-appointment in the ensuing Annual General Meeting.

Mr. G. Krishna Kumar was re-appointed as the Managing Director for a period of 3 years from 1st November, 2023 to 31st October, 2026.

During the reporting period your Board met four times. The details of the meeting and attendance of directors are provided in the Corporate Governance Report annexed herewith. There were no instances in which the Board had not accepted any recommendation of the Audit Committee.

Necessary information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of directors to be appointed and re-appointed at the ensuing Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting scheduled to be held on 29-09-2026.

None of the Directors of your company are disqualified for being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the Management.

Mr. G. Krishna Kumar, (DIN 01450683) Managing Director (Executive) and Mr. N N Parameswaran, Company Secretary and the Chief Financial Officer are the KMPs of the Company.

Performance Evaluation

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 stipulates the performance evaluation of the directors including Chairman, the Board and its committees. The company has devised a policy for performance evaluation of the Board, committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.

Annual performance evaluation was carried out for the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Policy on Nomination and Remuneration and Performance evaluation of Directors, KMP and Senior Management Personnel:

Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the company oversees the implementation of the Nomination and Remuneration Policy.

This Policy prescribes for the criteria for determining the qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, senior management employees including functional heads and other employees. The Nomination and Remuneration Policy of the company is available on the website of the company in the following weblink: https://rubfila.com/images/ Nomination__Remuneration_Policy.pdf

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes, and independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the same person is to be appointed as an Independent Director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled.

e. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the company.

f The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force.

g. Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the company, will be made if there are specific reasons to do so in an individual case.

h. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

Auditors

Statutory Auditors

Shareholders in their meeting held on 27-09-2022 appointed M/s. Mohan & Mohan Associates, Chartered Accountants, Thiruvananthapuram having Firm Registration No. 02092 S as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of the Twenty Nineth Annual General Meeting (AGM) of the Company until the conclusion of the Thirty Fourth AGM to be held in the year 2027.

During the year under review, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government.

The Statutory Auditors of the Company have expressed a qualified opinion on the Financial Statements of the Company as on 31st March, 2026 and the details of which are as follows:

Details of Audit Qualification :

The Company has recognized a provision for contingencies of Rs.1349 Lacs as at 31st March, 2026 accumulated over 11 years with a current year charge of Rs.120 Lacs and no reversal, utilization or reclassification in any year despite specific audit inquiries, the company has not identified any present obligation, past event, or counter party underlying this provision. The managements response and the notes to the financial statements describe only generalized uncertainties in the legal and regulatory environment, and the Directors Report characterizes the balance as being towards unknown liabilities.

This provision doesnot comply with Ind AS 37 as there are no present obligation arising from a past event has been established, the amount is not a best estimate of any identifiable outflow, but a number calibrated to the size of the company. The notes fail to disclose the nature of the obligation, expected timing of outflows, or basis of estimation.

Consequently, profit before tax for the year ended 31st March, 2026 would have been higher by 120 lacs had the current year charge not been recognized. Further, the appropriateness of the accumulated provision balance of Rs.1349 Lacs could not be established based on the explanations and information made available to us.

Explanation by the Board on Qualification made by the Statutory Auditors:

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Board provides the following explanation/com- ments in respect of the qualification contained in the Independent Auditors Report on the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026.

The Statutory Auditors have expressed a Qualified Opinion in respect of the provision for contingencies amounting to Rs.1,349 lakhs as at 31st March, 2026, including a provision of Rs.120 lakhs made during the financial year under review. The Statutory Auditors have stated that the basis and appropriateness of the accumulated provision could not be established based on the explanations and information made available to them and have also referred to the recognition and measurement requirements of Ind AS 37.

The provision for contingencies has been created by the Company since the financial year 2014-15 pursuant to the considered decision of the Board, having regard to the uncertainties perceived by the Board from time to time, particularly in relation to the legal and regulatory environment in which the Company operates. Initially, the provision was made at the rate of Rs.15 lakhs per quarter and was subsequently increased to Rs.30 lakhs per quarter. The Company has consistently disclosed the nature and purpose of the provision in the Notes to the Financial Statements.

The Board, based on the circumstances and information available to it, considers that the provision represents a prudent measure adopted by the Company having regard to the nature and size of its business and the uncertainties perceived by the Board. The matter was considered by the Audit Committee and the Board at their respective meetings held on 26th May, 2026, and, after due consideration, the Board decided to continue the provision.

The Board has taken note of the observations made by the Statutory Auditors and will continue to review the provision at regular intervals, including its adequacy, basis and necessity, having regard to the developments and circumstances prevailing from time to time.

The Statutory Auditors have quantified the impact of the current years provision of Rs.120 lakhs, stating that the profit before tax for the year ended 31st March, 2026 would have been higher by Rs.120 lakhs had such provision not been recognised. The corresponding impact on the financial results, including profit and earnings per share, has been appropriately reflected in the Statement on Impact of Audit Qualifications submitted by the Company to the Stock Exchanges.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 M/s. SVJS & Associates, Company Secretaries, was appointed to undertake the Secretarial Audit of the company and its material subsidiary for the year ended March 31, 2026. The Secretarial Auditors have submitted their report and the Board took note of the same. The Secretarial Audit Report is annexed herewith.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the company has submitted the Secretarial Compliance Report from Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under with the Stock Exchange within the prescribed due date.

Management Comments to the observations of the Secretarial Auditors

Board viewed the above observations by the Secretarial Auditors very seriously and decided to take necessary steps to ensure that the points referred to in this report are taken care of in future.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2026-27. The remuneration payable for the Financial Year 2026 - 27 will be ratified in the ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s. Pratapkaran Paul & company, Chartered Accountants, Chennai as the Internal Auditors of the company pursuant to Section 138 of the Companies Act, 2013 for the year 2025-26

Disclosures:

Particulars of employees:

No employee of the company was in receipt of remuneration exceeding the amount prescribed under 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The company is not paying any commission to its Directors. A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2026, is annexed to this report.

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has established a Vigil Mechanism and has adopted a whistle blower policy for the directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/ or misconduct.

The whistle blower policy of the company is available in the following web link: https://rubfila.com/inves- tor-docs/CSR-POLICIES/VigiLPolicy.pdf

Risk Management Policy:

The company has set up a robust risk management framework to identify, monitor and minimize risk and also to identify business opportunities. The Audit Committee also functions as the Risk Management Committee.

The Risk Management policy of the company is available in the following weblink: https://rubfila.com/in- vestor-docs/CSR-POLICIES/Risk_Management_Poli- cy_1464860004.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed off during the period under review:

No. of complaints at the beginning of the year	: Nil
No. of complaints received during the year	: Nil
No. of complaints disposed off during the year	: Nil
No. of complaints at the end of the year	: Nil

Change in the Nature of Business

There was no change in the nature of business of the company during the Financial Year 2025-26.

i) Material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the company occurred between the end of the Financial Year to which this financial statement relate and the date of report.

Significant or Material Orders passed by Regulators/Courts/Tribunals

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the company has prepared its Consolidated Financial Statement including its subsidiary Premier Tissues (India) Limited which is forming part of the Annual Report.

Further, pursuant to the provisions of Sec 136 of the Act, the standalone financial statements (including consolidated) of the company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries/ associates are available on the website of the company.

A Report on the salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Ventures prepared in form AOC-1 is provided as Annexure - A.

There are no companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year under review

The Annual Audited Accounts of the Subsidiary company and the related detailed information will be made available to the Shareholders of the company at the Registered Office of the company and on the company website www.rubfila.com under the section Investor Relations.

Internal Financial Controls

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended

Annual Return

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 11 and 12 of the Companies (Management and Administration) Rules, 2014, copy of Annual Return as at March 31, 2026 is posted on the website of the company in the following web link https://rubfila.com/investorphp

Cost Records

The company has maintained cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, in respect of manufacturing activities of the company.

Secretarial Standards

The directors state that the applicable Secretarial Standards as prescribed the Institute of Company Secretaries of India i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively have been duly followed by the company.

Management Discussion Analysis Report

Management Discussion Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Issue of Sweat Equity Shares

The company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Equity Shares with Differential Voting Rights

The company has not issued Equity Shares with differential voting rights and hence the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business carried on by the subsidiaries of the company wherein the impact of such changes is 10% or more of the consolidated turnover or consolidated net worth of Rubfila International Limited.

Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable

Details of difference amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - Not Applicable

Appreciation and Acknowledgement

The Board of Directors places on record its sincere thanks to the Government of India, various State Governments and regulatory authorities in India.

Your Directors acknowledge with gratitude the co-operation and assistance given by Kerala State Industrial Development Corporation Ltd, M/s. Integrated Registry Management Services Pvt Ltd, and other agencies of the Central and State government and Stock Exchanges for their wholehearted support.

The Directors record their sincere gratitude to the companys shareholders, esteemed customers and all other well-wishers for their continued patronage.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels for the companys success.

	For and on behalf of Board of Directors
	RUBFILA INTERNATIONAL LTD
	Sd/-
	Hardik B Patel
Palakkad	DIN 00590663
20-08-2026	Chairman