Rubfila International Ltd Directors Report

To the members of Rubfila International Limited

It is our pleasure to present the 32nd Annual Report and the audited Annual Accounts for the year ended 31st March 2025.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: -

	Financial Year ended
Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations	46,840.78	38,601.83	55041.28	46,979.54
Other Income	482.58	609.08	613.12	754.64
Total Income	47,323.36	39,210.91	55,654.40	47,734.18
Operating Expenditure	43,081.62	35,836.37	50,569.01	43,381.00
Operating Profit Before Depreciation, Interest and Tax	4,241.74	3,374.54	5,085.39	4,353.18
Finance Cost	0.72	0.29	12.33	31.96
Depreciation and Amortization Expenses	895.03	881.88	1,096.57	1060.83
Profit Before Exceptional Items	3,345.99	2,492.37	3,976.49	3260.39
Exceptional Items	-	-	-	-
Profit Before Tax	3,345.99	2,492.37	3,976.49	3260.39
Tax Expenses
a) Current Tax	757.13	458.86	920.03	654.05
b) Deferred Tax	124.34	128.39	112.60	66.47
Profit after Tax	2,464.52	1,905.12	2,943.86	2539.87
Other Comprehensive Income	49.64	-26.82	46.60	-34.42
Total Comprehensive Income	2,514.16	1,878.30	2,990.46	2505.45
Basic EPS	4.63	3.46	5.51	4.62
Diluted EPS	4.63	3.46	5.51	4.62

Performance Review:

Globalization has come around one full circle with United States of America, the original champion, moving in the opposite direction and resorting to more and more protectionism for its interests at the expense of all other countries. With America slapping additional tariff on other countries irrespective of whether they are friendly with them or not, the world has gone into a tizzy and no country appears to be immune from the uncertainty due to this. The cautionary sounds from economists appear to have fallen on deaf years and countries were compelled to negotiate for trade deals favorable to America or face adverse losing competitiveness in the largest economy in the world. While the China was projected as the real target of such a high tariff plan, that was not the case since tariffs were announced for most of the countries. India was better off since the duty slapped was lesser compared to countries like China or Vietnam etc. The discussions for signing the FTA is also getting prolonged with Indias concerns on opening trade in the agriculture and related areas. India is currently in discussions with other EU nations among others and signing of these FTAs will be a booster for the Indian economy. FTAs with UK and Maldives have already been signed which are considered to be beneficial for the country and if the other FTAs under discussions will fructify, the countrys economy is going to be get a huge boost.

Geopolitical risks appear to be one of the biggest risks the business world is facing now a days. Armed conflicts between countries are becoming a new normal impacting the trade. The Russia-Ukraine war has entered the third year and America and the NATO allies are threatening to scale up the sanctions against countries which buy oil from Russia, a threat which can have a major impact on India. Chinas economy is facing structural issues like real estate crisis, weakening exports, and demographic challenges. Its growth is expected to be modest compared to previous decades.

Conflicts in Eastern Europe and the Middle imports are all contributing to global economic uncertainty.

Trade growth has slowed, and theres a trend toward "friend shoring" and localization, impacting emerging markets that depend on global supply chains.

India has gone through some sluggishness in growth in the past couple of years and getting the momentum back is one of the priorities for the government. The country has the advantage of a huge domestic consumption and the exports adds zest to the economy. Among all these headwinds, as per an RBI report, Indian economy showed remarkable resilience and stood out with strong macroeconomic fundamentals. The US tariffs on India @ 25% has been a dampener which is going to impact the exports to America, a major market for the country. Experts believe that this can affect the GDP

growth by 50 60 basis points. But as a country, India has every right to take care of its interests and the government is continuing its efforts to iron out the challenges. India has been aspiring to become a manufacturing powerhouse for the world, but its limitations in the soft hard infrastructure are acting as depressants in the progress.

While the centre and state governments have been initiating steps to ease the way of doing business, barriers do exist in the ecosystem. On the other hand, China had played the game of scale very well and eventually became ‘the factory to the world, a position the rest of the world will find difficult to dethrone that country from. The single-source concentration risk from China in several product segments exposes India to potential supply chain disruptions, price fluctuations and market disruptions as has been amply demonstrated by the rare earth crisis faced by the automobile industry. Another case in point is the challenges faced by the iPhone supply chain with China restricting the deputation of technical personnel to India. The government and the industry will have to work together in overcoming such constraints for the country to be self-reliant. The governments announcement of creating an R & D Fund is a great initiative in this line and industry should seize the moment in creating an enabling ecosystem.

The global rubber industry experienced head winds during 2024-25 primarily driven by supply constraints, climatic factors, and evolving market dynamics. Notably, major producers like Indonesia and Vietnam faced stagnant output due to factors such as adverse weather conditions and shifts toward more profitable crops like palm oil. Adverse weather events, including excessive monsoon rains and typhoon damage, significantly key producing countries. Thailands rubber production was expected to declined by 10 15% due to prolonged wintering seasons and heavy rains, while China suffered substantial damage to rubber trees from Typhoon Yagi.

U.S Tariffs on

In 2024-25, the Indian rubber industry faced several challenges, primarily stemming from fluctuating weather patterns, increased global competition, and rising production costs. Prolonged dry spells followed by heavy rainfall and floodingimpacted natural rubber production, while rising input costs and a shortage of skilled labor further strained the industry. Additionally, the industry grappled with volatile global rubber prices and increased competition from synthetic rubber and imported rubber products. High import duties on raw rubber, while intended to protect domestic producers, can make imported finished more attractive to consumers, further impacting the local industry. The rubber industry has been petitioning the government on the adverse effects of the FTA with the ASEAN countries on the rubber industry and in a welcome relief, the government has announced that it would go for a review of the FTA soon.

In essence, the Indian rubber sector is navigating a complex landscape of environmental challenges, global market pressures, and evolving domestic dynamics. Addressing these issues will require a multi-pronged approach involving sustainable farming practices, diversification of production areas, strategic trade policies, and continued investment in research and development.

Latex Rubber Thread is an intermediary material used by the garment industry and the industry experienced a mixed performance in 2024-25, with growth in some areas and challenges in others. Though textile exports saw a 7% increase, the scenario is not that encouraging due to cotton price swings, additional tariff from USA, competition from Vietnam, Bangladesh etc. American buyers have been pressing the Indian textile exporters to reduce the prices by the quantum of additional tariff imposed, a sure shot step to compress the margins. Rubber thread industry, with its fortunes linked to the textiles sector, follows the textile industry trends and had its own ups and downs during the year.

Prices of latex, the major raw material continues to be volatile and are affected by international factors like climate change, commodity futures markets, global economic conditions etc. In India, the prices are influenced by the fact that there is a shortfall in production of rubber compared to the countrys consumption. The state of Kerala, which is the largest producer of rubber in India, had gone through some extreme climatic conditions of rains which had an impact on the output. The Government of India has also put in place some barriers in importing the rubber so as to protect the growers from price drops. Together, these factors generally lead to the Indian latex being priced higher than international levels. Your companys performance in the export front also impacted by the unprecedented freight costs triggered out of conflicts like the Russia-Ukraine war and the Red Sea crisis affecting shipping routes and increased costs due to longer distances and potential delays. Fluctuations in fuel prices, shortage in availability of containers in certain regions also drove up the freight costs.

Despite all these bumps, your company could post a 21% growth in sales volume over the previous year. While domestic sales were at 36290.08 Lakhs, the exports sales touched the level of 10550.70 lakhs. Domestic sales grew by 20% whereas exports grew by 25% as compared to previous year. Total revenue from operations stood at 46,840.78 Lakhs as compared to 38,601.83 lakhs in the past year, an impressive feat considering the challenges the industry faced during the year. Domestic demand for rubber threads remained sluggish with subdued demand situation in the textile market as well as garment exports. There has been a drop in the exports in garment industry compared to the past year on account of the dip in demand in the international market. Turkey, one of the largest markets for the company, had initiated an anti-dumping investigation against Rubfila. While the original anti-dumping duty proposed was 3.4%, the local manufacturers appealed revising the duty to 12%. Your company further appealed against the decision and finally, the duty was fixed at 7% on imports from Rubfila, where as for imports from other companies in India the same were fixed at 12%. This has affected the business to Turkey with the prices becoming noncompetitive.

Other markets like Brazil, Morocco, and Bangladesh performed well and the demand from these markets has been stable during the year. New customers from the markets of Hungary, Indonesia were added and the prospects look good for the export front.

Future Prospects

The textile sector across the globe has been going through a dip in demand in the past few years and the Indian market is no exception as the Indian exports to America and Europe had taken a retreat. The fortunes of the rubber thread industry is linked linearly to those of the garment sector and the fluctuations in the international market affected the thread industry too.

The tariffs imposed by America have led to major turbulence in the garment sector with all the garment exporting countries coming under the ambit of additional duties. American buyers have been pressing the exporters to reduce the prices to the extent of the additional tariffs placing the exporters in a precarious position. It may take some time before clarity emerges on how the supply chain is going to absorb the shocks from the duty. USA accounts for about 25% of Indias garment exports and unless the issue of additional duty is taken care of, it is going to be a bumpy ride for the economy since the sector is one of the largest employers in the country. Rubber thread industry is also expected to face the consequences since a major portion of the industry output goes into the garment sector.

The future of the apparel industry is going to revolve around better quality garments that are built to last and can be recycled at their end-of-life. Indian manufacturers are taking a leading role in ensuring this future is not far by improving their product qualities and incorporating sustainable manufacturing practices.

Global players and their Indian counterparts of the textile industry are optimistic in regaining the glory by adapting to shiftingconsumer values, technological advances, by embracing smart textiles, circular production models and AI powered designs tools etc.

Rubber Thread industry is enthusiastic about any positive developments in the textile sector as those headways will have an overriding

Premier Tissues India Ltd:

Indias tissue paper industry is on a strong upward trajectory, driven by rising hygiene awareness, urbanization, and lifestyle changes. India has one of the lowest per capita consumption of tissue papers in the world at 250gm compared to 27 kg in America, 9 kg in China, even Bangladesh at 300 gm and when compared to the global average of 5.6 kg. This modest figure reflects limited rural penetration, cultural habits and affordability, which are slowly changing and is bound to have an effect on increasing the consumption.

Indias tissue paper market is still in its early stages compared to global standards, but the momentum is unmistakable. With awareness of hygiene up and with government promoting social hygiene, the consumption is expected to go up. The sector is ripe for explosive growth and Premier, being the most prominent brand in the industry, is bound to reap benefits from that. One of the biggest challenges the industry faces is the proliferation of hundreds of unorganized players in the market. While more competition is always good for the industry, it has come with a host of issues like unethical business practices like misleading packaging information, evasion of taxes etc. These become real challenges for the organized players to be competitive in the market. Premier also faces the additional pressure from a large number of knock-off products from companies which imitate the look and style of the brand and sell it to unsuspecting customers, affecting the brand equity.

During the year under review Premier could post a turnover of Rs.8513.06 Lacs and a net profit of Rs. 479.48 lacs. High attrition among the sales team which is common in the fast-moving consumer industry continued to be a major constraint for the company during the year under review. As a step to build a strong leadership pipeline, the company has recruited a team of Management Trainees from prominent management colleges and were pressed into service after taking through a series of training modules. The South Indian market remains as a strong base for the brand whereas steps for filling There are many untapped areas in the northern and eastern regions and members of the sales team and distributors are being appointed in many areas and progress should be visible in the near future.

Future Prospects

With increasing awareness of hygiene, health and rising income, the tissue paper industry has been growing steadily.

The Indian tissue paper consumption has been on a surge which is projected to touch 350,000 MT by 2032 from the current level of around 200,000 MT. The global tissue paper . market is projected to reach $110 billion by 2026, with a compound annual growth rate of 5.8% from 2021 to 2026. The Indian tissue market with a very low per capita consumption is expected to grow at a higher level than the international rate of growth.

Consumers are increasingly concerned about the environmental impact of products they purchase. Tissue paper manufacturers are responding to this trend by developing sustainable products, using renewable materials, and adopting eco-friendly production processes. While E-commerce has been in vogue for the past many years, the current trend is the growing sales. On quick commerce platforms. Premier has seen its sales growing on these platforms in the past one year and expect the same to grow further this year too. With the trend of consumers leaning more towards shopping sitting inside the comforts of their homes, this segment is sure to grow further and your company expects to garner a higher share of sales from these platforms.

The tissue paper industry faces the concerns regarding environmental factors since the major raw material of paper has linkages to wood and in turn deforestation. The industry is under pressure to reduce its environmental impact, particularly in relation to deforestation and waste management. A large portion of products are made of recycled paper and manufacturers are adopting sustainable practices to address these concerns.

As was mentioned above, Indian tissue industry is peculiar in respect of the number of players in the field which as per informal estimates is around 1000. A lions share of these are said to be in the unorganised sector and the industry faces unethical issues which affect the organised players in remaining competitive. Premiers strong brand equity helps it to fight and survive in such a fiercely competitive market. The company also has been successful in expanding its presence in overseas markets and expects exports to be a major vertical in the near future. The current infrastructure for manufacturing is almost running out of its capacity and a new facility is in the process of being set up and with this, the sales is expected to go up sooner.

Consolidated Figures:

The consolidated revenue from operations of Rubfila and Premier Tissues for the year 2024-25 was .55041.28 lakhs with the profit before tax (PBT) at 3,976.49 lakhs. The consolidated profits after tax (PAT) during the year was

2,943.86 lakhs compared to 2539.87 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% ( 2 per share of face value 5/-) for the year subject to the approval of shareholders at the ensuing Annual General Meeting. This will result in a total payout of 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 period 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 financialyear 2012-13 onwards at its website, www.rubfila.com and at the website of the Ministry of Corporate Affairs, www.iepf.gov.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 2017-18 will be transferred to IEPF during the Financial Year 2025-26.

As on March 31, 2025, 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)
Dividend FY 2017-18	29.01	21.10.2025
Dividend FY 2018-19	27.67	20.10.2026
Dividend FY 2019-20	34.87	16.10.2027
Dividend FY 2020-21	15.96	23-08-2028
Dividend FY 2021-22	17.03	30-10-2029
Dividend FY 2022-23	11.08	27-10-2030
Dividend FY 2023-24	18.04	22-10-2031

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, 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 2025, the gross fixed assets of the company stand at 23,041.29 lakhs and net fixed assets at 13,783.12 lakhs. Capital additions including capital work in progress during the year amounted to 646.77 lakhs, which include addition to Building 60.85 lakhs, Plant & Machinery and other assets amounting to 120.46 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 2025. 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 financialcontrols 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 2025-26.

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 28-03-2025 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 3200.14 lakhs as on March 31, 2025. 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 Annexure forming part of this report.

Related Party Transactions

All contracts/ arrangements / transaction entered by the company during the financialyear 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/ policies.php 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 CSRsupporthavebeenidentifiedsuch 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. The CSR activities are overseen by a committee of Directors comprising of Mr. Bharat J. Dattani (DIN 00608198), Mr. G Krishna Kumar (DIN 01450683) and Mr. Patrick M Davenport (DIN 00962475) on a regular basis. During the year under review, the company spent 68.26 lakhs towards various CSR expenditures and the unspent amount of Rs. 7.81 Lakhs has been transferred to the PM

Cares Fund by the Company.

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

Directors and Key Managerial Personnel Composition of the Board

The Board of Directors of the company comprises of 6 directors as on the date of report. 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. 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 25-09-2025.

None of the Directors of your company are disqualified for being appointed as directors, as specifiedin 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 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: rubfila.com/Admin-panel/images/investors/Nomination-RemunerationPolicy.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 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 c. benefit ofthe 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), 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. 02902S 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.

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors Report. During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013.

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, 2025. 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 the report are taken care of in future.

Cost Auditors

M/s. Ajith Sivadas & Co. Cost Accountants was appointed as Cost Auditors for the year 2024-25. The remuneration payable for the Financial Year 2025 26 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 2024 25.

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, 2025, 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/policies.php

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/policies.php 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 2024-25. i) Material changes and commitments affecting the financialposition 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 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 reporting risks. The internal financial controls 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 operating as intended

Extract of 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, 2025 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 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 financial year under review and hence the disclosure as required under been Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

Equity Shares with

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. effectively and are

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 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

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
	Hardik B Patel
Palakkad	DIN 00590663
13-08-2025	Chairman