Sri Ramakrishna Mills Coimbatore Ltd Directors Report

Dear Shareholders,

Your Directors submit the following Report on the working of the Company for the year ended 31.03.2026.

After meeting all working expenses, interest, repairs to machinery and buildings, the working result of the company for the year 2025-26 is given below :- Financial results:

	Year Ended
	31.03.2026	31.03.2025
	Rs.in lakhs	Rs.in lakhs
Profit before Interest and Depreciation	2519.06	999.12
Less / Add : Interest	293.86	326.17
Depreciation	265.56	239.58
Profit before Exceptional items	1959.64	433.37
Exceptional Items	778.47	41.73
Current Tax	-	-
Deferred Tax Charge	(7.26)	119.57
Prior Year Taxes	-	(9.29)
Surplus/(Deficit) after Exceptional Item	2745.37	364.82

Performance:

The turnover of the company for the year 2025-26 had been Rs.9811.94 lakhs as against Rs.8725.93 lakhs in the previous year. The above figures includes Rs.3502.34 lakhs relating to Real Estate Income. After charging depreciation, interest and other overheads, the company recorded a profit of Rs.2738.11 lakhs which had resulted into Net Profit of Rs.2745.37 lakhs after the adjustment of Deferred Tax Credit aggregating to Rs.7.26 Lakhs and the same has been carried to the Balance Sheet.

Management Discussion and Analysis

In terms of the provisions of Regulation 34(3) and Schedule-V of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis is set out in this report. It contains an analysis on the performance of the industry, the Company, Internal Control System and Risk management policy.

Board of Directors:

The composition of the Board of Directors of the Company is furnished in the Corporate Governance Report annexed to this Report.

Sri.Ravichandran Dhamodaran (DIN : 00054538), Sri.R.Guru Chandrasekar (DIN : 08421861) are re-appointed as Independent Directors at the 77th Annual General Meeting for a period of 5 years with effect from 27.09.2024. Sri.C.Baalasubramaniyam (00043863) was appointed as an Independent Director at an EGM held on 10.12.2021.

His term ends on 10.12.2026. Therefore, his re appointment for second five years term is proposed in ensuing AGM.

All the Independent Directors have affirmed that they satisfy the criteria laid down under Sec.149(6) of the Companies Act, 2013 and Regulations 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further, the Companys code of conduct suitably incorporates the duties of Independent Directors as laid down in the Act.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and SEBI (LO & DR) Regulations 2015 and are independent of the Management

The Ministry of Corporate Affairs, Govt. of India has launched the Independent Directors databank and it has entrusted the Indian Institute of Corporate Affairs with creating and operating such a data bank under the Notification No.GSR804(E), dt.22nd October 2019. All the existing Independent Directors are required to register themselves in the data bank. Accordingly, the Companys Independent Directors have got themselves registered in the data bank for 5 (five) years.

Retirement by rotation:

Smt.L. Nagaswarna (DIN : 00051610), who has been appointed as a Director retires by rotation at the ensuing Annual General Meeting of the Company, as per the terms of her appointment. The place so vacated by her has to be filled up at the same meeting. The retiring Director is eligible for re-appointment at the ensuing Annual General Meeting. Accordingly, a resolution to this effect is included in the Agenda for consideration of members at the ensuing Annual General Meeting of the Company.

Board Meetings:

During the year Five (5) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening period between two consecutive meetings was within the period prescribed under the Act.

30.05.2025, 13.08.2025, 14.11.2025, 12.01.2026 & 13.02.2026 Meeting of Independent Directors:

Pursuant to the provisions of the Companies Act, 2013 (Para-VII(1) of Schedule-IV, one separate meeting of independent directors without the attendance of Non-Independent Directors and Members of Management was held. During the year, all the independent directors were present at this meeting. In the said meeting, the independent directors assessed the quality, quantity and timeliness of flow of information between the management and the Board and expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties.

Board Evaluation

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been framed by the Nomination and Remuneration Committee and approved by the Board. A questionnaire consisting of certain criteria is adopted for reviewing the functioning and effectiveness of the Board and for identifying possible areas for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision making of the Directors, relationship with Stakeholders. Company performance, company strategy and effectiveness of the whole Board and its various committees on a scale of one to five.

Necessary feed back is provided for improvement in the performance of the Directors and the functioning of the overall Board and the various committees.

Familiarisation Programme for Independent Directors :

In compliance with the requirements of Regulation 25(7) of the SEBI (LO & DR) Regulations 2015, the company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the company their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business models, Regulatory matters, etc.

Since the Independent Directors have been registered with the databank launched by the Ministry of Corporate Affairs, Govt of India, New Delhi, they will be able to acquire knowledge from diverse resources, develop distinct skills and assess their understanding on company operations, regulations and compliance.

Key Managerial Perssonnel:

Sri.D.Lakshminarayanaswamy (DIN:00028118), Managing Director, Smt.LNagaswarna, Wholetime Director (DIN:00051610), Sri.P Muthusamy, Director-Operations (DIN : 02651331), Smt.M.Srividya as Company Secretary and Sri.G.Krishnakumar as Chief Financial Officer constitute Key Managerial Personnel of the Company.

Remuneration Policy:

The policy on appointment, remuneration and evaluation criteria for Directors and Senior Management is as per the recommendation of the Nomination and Remuneration Committee of the Board. The Company recognized that Compensation Policy is an important and strategic tool in the achievement of vision and goals of the company. It is in keeping with the performance of the individuals, internal equity, market trends and industry practices, legal requirements and appropriate governance standards.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Senior Management personnel which is approved by the Board of Directors, subject to the approval of shareholders, where necessary.

Audit Committee:

In terms of the provisions of Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Audit Committee of the Board was reconstituted to act in accordance with the terms of reference prescribed therein. Detailed disclosure on composition, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

Statutory Auditors:

M/s.C S K Prabhu and Co LLP, Chartered Accountants, Coimbatore were re-appointed as Statutory Auditors at 75th Annual General Meeting till the conclusion of the 80th Annual General Meeting to be held in the year 2027, pursuant to the provisions of Section 139, 141 and 142 of the Act, read with companies (Audit & Auditors) Rules 2014 for second five years term.

With effect from 23.4.2025, the statutory auditors M/s. C S K Prabhu and Co LLP, previously operating as a partnership firm have changed their constitution to an LLP under the name M/s.C S K Prabhu and Co LLP with FRN 002485S/S000297. The same has been noted in the Board meeting of the Company held on 30.05.2025.

Cost Audit:

Ministry of Corporate Affairs (MCA) has vide Notification dated 31st December 2014 amended the Companies (Cost Records and Audit) Rules 2014. Accordingly, The Company has maintained the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. However, cost audit is not applicable to the company.

Secretarial Audit:

Sri.V.Prasanna, Practising Company Secretary was re-appointed to conduct the Secretarial Audit of the Company from the Financial year 2024-25 to 2027-28 as required under Sec.204 of the Act, and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2025-26 forms part of the Annual Report as annexure to the Boards Report.

Internal Auditor :

The Company continues to engage Smt.Sasirekha Vengatesh, Chartered Accountants as Internal Auditors of the Company. The scope of work includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes and assessing the strength and weaknesses of internal control. Internal Auditors reports are placed before the Audit Committee on a regular basis for taking suitable action for improvement, wherever required.

Directors Responsibility Statement:

As required under section 134 of the Act, it is stated

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) that the Directors had selected such accounting policies and applied them consistently and made judgements 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 (i.e) 31st March 2026 and of the profit of the company for that period.

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) that the directors had prepared the annual accounts on a going concern basis.

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively Related Party Transactions:

All contracts / arrangements / transactions entered into by the company during the Financial Year with related parties were in the ordinary course of business and on arms length basis. During the year, the company had not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

Statement giving details of the Contacts / arrangements / transactions with related parties is placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

Corporate Social Responsibility :

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 comprising of three Directors including an Independent Director.

However, CSR provisions are Not Applicable for the financial year 2025-2026.

Subsidiary and Associate Companies :

The company does not have any subsidiary or associate companies.

Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Act, and the Rules framed thereunder.