DIRECTORS' REPORT

Your Directors have pleasure in presenting their 61^st Annual Report and the Audited Accounts of the Company for the year ended
31^st March 2026.

FINANCIAL RESULTS

CAPITAL AND DEBT STRUCTURE

At the beginning of the year, the paid-up capital of the Company is '8,68,09,060/- consisting of 8,68,09,060 shares of ' 1/- each. During
the year under review, 32,500 equity shares of ' 1/- each were allotted on exercise of employee stock options by the employees of
the Company. Consequently at the end of the year, the paid up capital of the Company had increased to ' 8,68,41,560 consisting of
8,68,41,560 shares of ' 1/- each. The Company does not have any scheme for issue of sweat equity to the employees or Directors of
the Company.

The details of Employees Stock Option Schemes (ESOS) are provided in this Report.

The details of Secured Redeemable Non-Convertible Debentures outstanding as on 31.03.2026 under review are given below;

** As per the agreed terms, the company paid interest and partially redeemed the face value amounting to ' 0.30 Lakhs per unit,
aggregating '30 Crores, on 06.02.2026. Interest is payable annually until the date of maturity.

CHANGE IN NATURE OF BUSINESS

There have been no changes in the nature of business and operations of the company during the financial year under review.

DIVIDEND

As per the Div'dend Distribution Policy of the Company, the Company should strive to distribute at least 10% of Consolidated Post¬
Tax Profits as dividend to its members. As per the policy, such decisions should be taken, considering the Company’s expansion/
mondernisation plans and investment in capital expenditure programmes and performance during the year. Taking into consideration
the above, the Board of Directors have recommended a div'dend of '1.25 per share (PY: ' 1.00 per share) on the equity capital of the
Company as div'dend with a cash outflow of ' 10.85 Crores. This constitutes a div'dend payout ratio of 9.75%.

The payment of dividend is in accordance with the “Div'dend Distribution Policy” of the company. The Policy is available on the website
of the Company under the weblink -https://www.ramcoindltd.com/policies.html

The Dividend Distribution Policy forms part of this report.

TRANSFER TO GENERAL RESERVES

After appropriations, a sum of ' 760.27 crores has been kept as retained earnings of the company and a sum of ' 15 crores has been
transferred to General Reserve. As on 31.03.2026, the General reserve stands at ' 553.24 Crores.

TAXATION

An amount of ' 32.43 crores (after adjusting ' 2.05 crores pertaining to earlier year adjustments) (P.Y ' 26.52 crores) towards Current
Tax, ' 2.15 crores (P.Y ' 0.54 crores) towards Deferred tax has been provided for the year under rev'ew.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macro-Economic Rev'ew

The global economy is expected to maintain moderate growth momentum during 2025-26, supported by easing inflationary pressures,
resilient labour markets, and gradual stabilization in financial conditions. According to estimates by the International Monetary Fund
(IMF), global GDP growth is projected at around 3.1%-3.3% during 2025 and 2026, reflecting steady but uneven economic recovery
across regions.

However, the global outlook continues to face several downside risks, including geopolitical tensions, trade fragmentation, elevated
public debt levels, and lingering policy uncertainties. Although headline inflation has moderated in most economies, services inflation
and wage pressures remain relatively persistent, prompting central banks to maintain a cautious approach toward monetary easing.

Amid the evolvng global envronment, India continues to remain one of the fastest-growing major economies in the world. According to
projections by the International Monetary Fund and the World Bank, India’s GDP growth is expected to remain in the range of 6.4%-6.6%
during FY 2025-26, supported by strong domestic consumption, infrastructure investments, and resilient services activity.

India’s growth outlook continues to be supported by robust government capital expenditure, increasing private sector investments,
and expanding digital and manufacturing ecosystems. Infrastructure development, particularly in roads, railways, logistics, and urban
development, is expected to remain a key growth driver. The construction sector is likely to maintain strong momentum, while financial
services, real estate, and professional serv'ces are expected to contribute significantly to economic activty.

Private consumption is anticipated to remain healthy, aided by improvng rural demand, stable employment conditions, and rising
disposable incomes. Growth in sectors such as trade, transport, hospitality, and retail serv'ces is expected to continue, reflecting
sustained recovery in consumer-oriented industries.

India’s inflation outlook remains manageable, supported by moderating food prices, stable supply chains, and proactive policy measures
by the Government and the Reserve Bank of India (RBI). While global commodity price volatility and geopolitical developments may
pose intermittent risks, inflation is expected to remain broadly within the RBI’s target range.

Financial conditions in India continue to remain stable, supported by a well-capitalized banking system, healthy credit growth, and
prudent fiscal management. The Government’s continued focus on structural reforms, manufacturing incentives, digital transformation,
ease of doing business, and investment facilitation is expected to further strengthen India’s medium-term growth prospects.

According to various multilateral agencies and global institutions, India remains well-positioned to sustain its growth momentum and
continue contributing significantly to global economic expansion, despite an uncertain external environment.

Source: IMF World Economic Outlook, World Bank Global Economic Prospects, Reuters

Review of Operations and Current Trends

A. BUILDING PRODUCTS DIVISION :

Fibre Cement (FC) Sheets:

During the year under review, the Sales quantity of FC Sheets grew by around 6% compared to previous year and the industry
reportedly had an early single digit growth for the year. All state geographies registered a strong growth. Newer geographical
markets explored last financial year yielded results. 5-year CAGR growth yielded an early single digit growth. “Single plant
Regional Operators” renewed their aggression and expanded into newer geographies. This impacted the realisation. Projects in
West helped grow business with a higher double-digit growth.

Distribution width and depth was the growth engine last year and will continue to remain for the year as well. Taluk level dealer
appointment has augmented our distribution. Our effort was to build a market centre and aggressively drive the marketing
elements around it. Early signs of Middle East war tension were felt in the last quarter of the year and this created a situation
where up stocking by dealer was noticed.

There was demand noticed in specific segments of industries viz. Tiles, Ceramics & Poultry for roofing requirements. Depreciation
of Rupee also affected the raw material’s cost.

Consistent and judicious usage of raw materials and supplier negotiations helped to partially mitigate the impact.

Price of substitutes inched up in Q4 due to ongoing shortage of fuel.

We started experimenting with “Ramco Power of Rain guard sheet “ in select geographies. The USP of this product is that it
doesn’t allow water to stagnate and prevents leakage.

Promotional efforts are vigorously taken to explore new potential areas with more customized products.

Fibre Cement Boards :

• Achieved 105% of the annual target during FY 2025-26, recording 1.26 lakh MT in the Non-Asbestos category.

• Registered 23% volume growth during FY 2025-26 compared to the previous year.

• Achieved all-time high overall monthly volumes of 12,300 MT and a record-high HILUX volume of 5,144 MT during March 2026.

• Niche Marketing vertical recorded a strong 37% growth over last year, achieving nearly 19,000 MT during FY 2025-26.

• Export business registered 60% volume growth, driven by strong performance in Nepal, South Africa, and the U.K.

• Secured and successfully executed the single largest HIDEN order of 425 MT from LG Electronics, Tada, Andhra Pradesh, with
complete supply accomplished during February 2026.

• Secured several prestigious HILUX projects, including the Mumbai Underground Metro (Aqualine) Project, Sify Data Centre
projects in Chennai, Mumbai, and Noida, IIM Guwahati, India International Horticulture Project in Haryana, Foxconn Bangalore,
and AIIMS Hospital Madurai.

• Successfully launched the new product category, HICEM PLUS, during Q4, receiving an encouraging market response in Kerala
and Nepal.

• HILUX LITE (light weight Calcium Silicate Tiles) launched during last FY is received well and we did a volume of around 1 lakh
tiles. This can be scaled up to 2 lakhs plus tiles during 2026-27.

• Strengthened engagement with architects through participation and sponsorship of major industry events, including ABID Expo
- Kolkata, Build Con Expo - Nepal, Arch-Ex - Chandigarh, IIID Lucknow Chapter Annual Event, IIID events in Mumbai and Thane,
and D-Arc Expos in Delhi, Bangalore, and Mumbai.

• Co-sponsored the Architecture Awards organized by Malayala Manorama - Vanitha Veedu in Kerala, engaging around 350
architects, and launched HIDEN to enhance brand awareness among emerging architects in Kerala.

Ramco SmartBuild - Pioneering Technical Excellence in Eco-Friendly Dry Construction

Ramco SmartBuild Tech Services is a key player in supporting all marketing channels of the company by providing solid technical
support and increasing awareness of sustainable, eco-friendly dry construction practices.

The core aim is to drive revenue through a strategic mix of project engagement, technology promotion, design consultancy, and
technical training. Actively contribute to the growth and adoption of RIL’s product portfolio, which includes Hilux, Hiden, Hicem
plus, Hicem, Hilux Lite, and other related accessories and solutions, by offering comprehensive technical support across a diverse
range of construction projects.

Ramco SmartBuild offers extensive consultancy services in design, structural planning, surface finishes, and board-based
applications-ensuring best results for every dry construction project. The expert team collaborates closely with architects,
consultants, contractors, and developers to provide technically sound, cost-effective, and time-efficient solutions.

Additionally, support the company’s international expansion by providing design and consultancy services tailored to meet the
specific requirements of overseas markets, thereby enhancing the global reach of dry construction technologies.

In its ongoing pursuit of innovation, Ramco SmartBuild continually investigates emerging technologies to deliver faster, smarter,
and higher-quality construction methodologies-cementing its position as a trusted partner in modern construction.

B. WIND MILLS:

During the Financial Year 2025-26, the Wind energy generation was higher by 14 % compared to last year, from the existing 15
Wind Mills.

Position regarding Wind Mills was as follows: -

Total Capacity Installed : 16.73 MW

Total Units generated : 289 Lakh Units (P.Y: 253 Lakh Units)

Income earned : '20.13 Crores (P.Y: '16.82 Crores) (by generation/sale of power)

This reflects an overall improvement in generation efficiency and revenue performance during the year.

C. COTTON YARN DIVISION - SRI RAMCO SPINNERS :Production and Sales :

During the year 2025-26, the Unit had produced 30.76 Lakh Kgs. of Cotton Yarn as compared to 24.22 Lakh Kgs. produced during
the prev'ous year.

The Unit had sold Yarn at 35.49 Lakh Kgs. (including traded yarn) during the year under rev'ew as against 36.65 Lakh Kgs. during
the year 2024-25.

The cotton production in India during the cotton season 2025-26 was 313 Lakh bales (170 Kgs), compared to 327 Lakh bales, a
drop of 4% due to reduction in acreage.

Volatility in cotton prices continues, with prices of both cotton and yarn experiencing wide fluctuations. According to data
published by the Foreign Agricultural Service of USDA, world cotton production for the 2026-27 season is expected to decrease by
5% on account of lower projection in production for Australia, Brazil, China, Pakistan, Turkey, and United States. However, global
cotton consumption is projected to grow by 1.33% on account of larger global cotton supplies, replenishment of inventories across
the textile and product supply chain, and prospects for global economic growth.

The company is continuously monitoring various process parameters and implementing various system controls to deliver
consistent quality yarn. Strengthening its product lines with more value-added customized yarn counts will help the company
mitigate the impact of falling demand for commodity counts.

The division has secured “A Grade” in Social Audit Compliances and confident that these measures will contribute to decent
growth in its top line and sustainable profitability in the years ahead.

D. OVERSEAS OPERATIONS OF SUBSIDIARIES - SRI RAMCO LANKA (PRIVATE) LIMITED AND SRI RAMCO ROOFINGS LANKA (PRIVATE)
LIMITED, SRI LANKA:

At a Consolidated level of both the Companies, the Net Sales were SLR 1336.34 Crores (INR 387.94 Crores) as against SLR 1,063.20
Crores (INR 301.95 Crores) during the corresponding prev'ous year.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial
Statements of the subsidiaries is attached in Form AOC-1 as Annexure -1 to the Board’s Report.

There is no proposal to transfer any amount to the General Reserves and any amount to be retained in the statement of Profit
and Loss.

The Company has no material subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS :

The Company has 5 Associate Companies viz. The Ramco Cements Limited, Rajapalayam Mills Limited, Ramco Systems Limited, Ramco
Industrial and Technology Serv'ces Limited, Madurai Trans Carrier Limited.

As per prov'sions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [SEBI (LODR)], Companies are required to prepare Consolidated Financial Statements of its subsidiaries and Associates
to be laid before the Annual General Meeting of the Company. Accordingly, the Consolidated Financial Statements incorporating the
accounts of Subsidiary Companies and Associate Companies along with Auditors’ Report thereon, forms part of this Annual Report.

As per Section 136(1) of the Companies Act,2013 the financial statements including consolidated financial statements are available at
the Company’s website at the following link athttps://www.ramcoindltd.com/financial performance.html

Separate audited accounts in respect of the subsidiary companies are also made available at the Company’s website. The Company
shall provide a copy of separate audited financial statements in respect of its subsidiary companies to any shareholder of the Company
who asks for it.

The consolidated net profit after tax of the Company amounted to '135.63 crores for the year ended 31^st March, 2026 as compared to
'93.65 crores of the prevous year.

The Consolidated Total Comprehensive Income for the year under rev'ew is '291.42 crores as against '173.69 crores of the prev'ous year.
Key Financial Ratios

Pursuant to Schedule V (B) of SEBI (LODR), the Key Financial Ratios for the year 2025-26 are given below:

EBITDA denotes Operating Profit Before Tax Interest Depreciation & Amortisation

Directors and Key Managerial Personnel:

In accordance with the Section 159 and other applicable statutory provisions of the Companies Act, 2013 and the Company’s Articles
of Association Shri P R Venketrama Raja (DIN: 00331406) aged 67 years, retires at the ensuing Annual General Meeting and being
eligible, has offered himself and seeks for his re-appointment, which was recommended by Nomination and Remuneration Committee
and an Ordinary resolution has also been included, in the Notice convening the 61^st Annual General Meeting scheduled to be held on
20.08.2026, for the approval of members.

The disclosure for re-appointment of Director as required under Secretarial Standards - 2 are available in the Notice convening the AGM.
The Independent Directors hold office for a fixed term of 5 years and are not liable to retire by rotation.

Pursuant to rule 8(5)(iii) of the Companies (Accounts) rules, 2014, it is reported that there have been no changes in the Directors and
Key Managerial Personnel during the year under review and after the end of the year and upto the date of the report. However, it
is reported that Shri. Ajay Bhaskar Baliga (DIN 00030743), will be retiring on 26.07.2026 on completion of his first term of 5 years as
Director under Independent Category. On recommendation of Nomination and Remuneration committee, it is proposed to re-appoint
Shri. Ajay Bhaskar Baliga (DIN 00030743), aged 67 years, as Director under Independent category for the second term of 5 consecutive
years, with effect from 27.07.2026 without being subject to retirement by rotation through Postal Ballot.

The Company has received necessary declarations from all the Independent Directors of the Company under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company had formulated a code of conduct for the Directors and Senior Management Personnel and the same has been complied
with.

The Audit Committee has four members, out of which three are Independent Directors.

The Company has a policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Other Employees duly
approved by the Board of Directors, based upon the recommendation of the Nomination and Remuneration Committee, in accordance
with Section 178(3) of the Companies Act, 2013.

As per Provision to Section 178(4), the salient features of the Nomination and Remuneration Policy should be disclosed in the Board’s
Report. Accordingly, the following disclosures are given :

Salient Features of the Nomination and Remuneration Policy :

The objective of the Policy is to ensure that -

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee and this Policy are in compliance with the Companies Act, 2013 and SEBI (LODR).

The web address of the Policy is -https://www.ramcoindltd.com/file/Investors/Policies/Nomination and Remuneration Policv.pdf

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent
Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other
relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations, the details of the Familiarisation Programme for
Independent Directors are available at the Company’s website, at the following link athttps://www.ramcoindltd.com/file/Investors/
Board of Directors/2025-2026/DIRECTORS-FAMILIARISATION-PROGRAMME-2025-26.pdf

The details of the familiarization programme are explained in the Corporate Governance Report also.

The details of remuneration received by the Managing Director, during the year under review are available in the Corporate Governance
report.

BOARD EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors have
evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the
Board as a whole and its Members and other required matters.

Pursuant to Schedule II, Part D of SEBI (LODR) Regulations, the Nomination and Remuneration Committee has laid down evaluation
criteria for performance evaluation of Independent Directors, which will be based on attendance, expertise and contribution brought
in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment
of Independent Director.

Pursuant to Regulation 17(10) of SEBI (LODR), the Board of Directors have evaluated the performance of Independent Directors and
observed the same to be satisfactory and their deliberations beneficial in Board / Committee meetings.

Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI (LODR), the Board of Directors have reviewed and observed that the evaluation framework
of the Board of Directors was adequate and effective.

The Board’s observations on the evaluations for the year under review were similar to their observations for the previous year. No
specific actions have been warranted based on current year observations.

The Company would continue to familiarise its Directors on the industry, technological and statutory developments, which have a
bearing on the Company and the industry, so that Directors would be effective in discharging their expected duties.

MEETINGS

During the year, five Board meetings were held. The details of number and dates of Meetings of the Board and Committees held during
the financial year including the number of meetings attended by each Director are given in the Corporate Governance Report. The
details of the Committees constituted by the Board are available in the Corporate Governance Report. There are no changes in the
composition of the committees during the year under review.

RECOMMENDATION OF AUDIT COMMITTEE

There has not been an occasion, where the Board had not accepted any recommendation of any Committee of the Board.
SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial standards and that
such systems are adequate and operating effectively. The Company is in compliance with all the applicable Secretarial Standards.

PUBLIC DEPOSITS

The Company had no fixed deposits. The Company has decided not to accept fresh deposits from 01.04.2014 and to avail the option
provided under Section 74 of the Companies Act, 2013 and repaid all the existing deposits together with the accrued interest thereon
by complying with the formalities required in this regard.

ORDERS PASSED BY THE REGULATORS

Pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 it is reported that no significant and material orders have been passed
by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of
Policies and Procedures commensurate with the size and nature of its operations and pertaining to financial reporting. In accordance
with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with
reference to the financial statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(4) of the Companies Act, 2013 the details of Loans, Guarantees and Investments along with the purposes are
provided under Notes No.9,10,40,41 of Notes to the separate Financial Statements.

AUDITSSTATUTORY AUDIT

As per the provisions of Section 139 of the Companies Act,2013 M/s.Ramakrishna Raja and Co., Chartered Accountants, (FRN:005333S)
and M/s.SRSV & Associates, Chartered Accountants, (FRN:015041S), who have been appointed as the Statutory Auditors of the company
at the 52^nd Annual General Meeting, were re-appointed at the 57^th Annual General Meeting of the Company for another second term of
5 years. No change is proposed in the Auditors for the Company.

In accordance with Regulation 33(1)(d) of SEBI (LODR) Regulations 2015, the auditors have submitted the necessary certificates issued
by peer review board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors for the year ended 31^st March, 2026 does not contain any qualification, reservation or adverse
remark or disclaimer. No fraud has been reported by the Company’s Auditors.

COST AUDIT

As per Rule 3 of Companies (Cost Records and Audit) Rules, 2014 the company is required to maintain cost records and accordingly such
records and accounts are made and maintained.

The Board of Directors at their meeting held on 27.05.2026, as recommended by Audit Committee, had approved the appointment
of M/s N.Sivashankaran & Co, Cost Accountants as the Cost Auditors of the Company to audit the Company’s Cost Records relating to
manufacture of Fibre Cement Products (FCP & CSB) and Cotton Yarn for the year 2026-27 at a remuneration of '3,00,000/- (Rupees
Three lakhs only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3)
of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their
remuneration had been included in the Notice convening the 61^st Annual General Meeting scheduled to be held on 20^th August, 2026,
for ratification by the Members.

The Cost Audit Report for the financial year 2024-25 due to be filed with Ministry of Corporate Affairs by 03.09.2025 had been filed on
21.08.2025. The Cost Audit Report for the financial year 2025-26 is due to be submitted by the Cost Auditor within 180 days from the
closure of the financial year and will be filed with the MCA, within 30 days of such submission.

SECRETARIAL AUDIT

M/s. RSGK & Associates Company Secretaries and Secretarial Auditor for the year 2025-26 in pursuance of the provisions of Section
204 (1) of the Companies Act, 2013, submitted the Secretarial Audit Report for the year ended 31^st March, 2026 which is attached as
Annexure - 2. The report does not contain any qualification, reservation or adverse remark or disclaimer.

As per Regulation 24A (1)(b) of LODR, on the basis of recommendation of Board of Directors, a listed entity shall appoint the Secretarial
Auditor / Secretarial Audit Firm for a term of five consecutive years with the approval of its Shareholders at the AGM. Accordingly at
the AGM held on 13^th August,2025, the shareholders of the Company had approved the appointment of M/s RSGK & Associates, Company
Secretaries, as Secretarial Auditors of the Company, for five consecutive financial years commencing from 2025-26 till 2029-30.

There are no changes in the Statutory, Cost and Secretarial Auditors of the Company during the year under review and upto the date
of this report.

ANNUAL RETURN

In accordance with Clause 22 of Secretarial Standard on Report of the Board of Directors (SS 4), a copy of the Annual Return in Form
MGT -7 for the year ended 31^st March 2025 has been placed on the website of the Company and the web link of such Annual Return is
https://www.ramcoindltd.com/annual returns.html

CORPORATE GOVERNANCE

The Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
As required under Schedule V (C) of SEBI (LODR), a report on Corporate Governance being followed by the Company is attached as
Annexure - 3.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure
pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point
No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of SEBI (LODR), a Certificate from the Statutory Auditors of the Company confirming the compliance
of conditions of Corporate Governance is attached as Annexure - 4.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (LODR), Certificate from the Secretarial Auditor that
none of the Company’s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is
enclosed as Annexure - 5.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors have constituted a Corporate Social
Responsibility (CSR) Committee and adopted a CSR Policy which is based on the philosophy that “As the Organisation grows, the Society
and Community around it also grows.”

The Company has undertaken various projects in the areas of education, health, rural development, water and sanitation, promotion
and development of traditional arts, protection of national heritage, livelihood enhancement projects etc., largely in accordance with
Schedule VII of the Companies Act, 2013.

The CSR obligation pursuant to Section 135(5) of the Companies Act, 2013, for the year 2025-26 is '1.31 Crores (after adjusting previous
year 2024-25 excess of '40.80 lakhs from ' 1.72 Crores which is 2% of average net profit of past 3 years for the year 2025-26). As against
this, the Company has spent ' 1.90 Crores on CSR. CSR Committee recommended to carry forward and set off the excess amount spent
to the tune of '0.59 Crores to the financial year 2026-27. Also the Company had spent a sum of '0.80 Crores on other social causes which
do not qualify under the classifications listed out in Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities as
prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - 6.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR), the Company has established
a Vigil mechanism and has a Whistle Blower Policy. The Policy provides the mechanism for the receipt, retention and treatment of
complaints and to protect the confidentiality and anonymity of the stakeholders. The complaints can be made in writing to be dropped
into the Whistle Blower Drop Boxes or through E-Mail to dedicated mail IDs. The Corporate Ombudsman shall have the sole access to
these. The Policy provides to the complainant access to the Chairman of the Audit Committee. The web link for the Vigil Mechanism is
disclosed in the Corporate Governance Report.

RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR), the Company has developed and
implemented a Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies to
mitigate/minimisation of risk thereof. The Risk Management Policy of the Company is available at the Company’s website, at the
following weblink:https://www.ramcoindltd.com/file/RISK MANAGEMENT POLICY RIL.pdf.

RISK MANAGEMENT

The Company has in place a robust risk management framework designed to identify, assess, monitor and mitigate key risks that can
impact its operations, financial performance and strategic objectives. The framework is aligned with the size, scale and complexity of
the Company’s operations and is periodically reviewed by Risk Management Committee and the Board.

The Company continuously monitors the risks associated with its operations and implements appropriate mitigation measures, including
cost optimization initiatives, diversified sourcing strategies, operational efficiencies and strict compliance mechanisms.

A detailed exposition of the risk management framework, key risks identified and the mitigation measures adopted by the Company is
provided below:

RELATED PARTY TRANSACTIONS

Prior approval / omnibus approval is obtained from the Audit Committee for all Related Party transactions and the transactions are also
periodically placed before the Audit Committee for its approval. The details of contracts entered into by the Company during the year
as per Form AOC 2 is enclosed as Annexure - 7.

No transaction with the related party is material in nature except transaction with Raja Charity Trust which was approved by
Shareholders at 56^th Annual General Meeting held on 19.08.2021, in accordance with Company’s “Related Party Transaction Policy” and
Regulation 23 of SEBI (LODR).

In accordance with Ind AS-24, the details of transactions with the related parties are set out in the Disclosures/ notes forming part of
Financial Statements.

As required under Regulation 46 (2) (g) of SEBI (LODR), the Related Party Transaction Policy is disclosed in the Company’s Website and
its weblink is -https://www.ramcoindltd.com/file/Investors/Policies/RELATED-PARTY-TRANSACTION-POLICY-RIL-11022Q26.pdf

As required under Regulation 46(2)(h) of SEBI (LODR), the Company’s Material Subsidiary Policy is disclosed in the Company’s website
and its weblink is -https://www.ramcoindltd.com/file/MATERIAL SUBSIDIARY POLICY 2015.pdf

MATERIAL CHANGES SINCE 1^st APRIL 2026

There have been no other material changes affecting the financial position of the company between the end of the financial year and
till the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 the information relating
to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure -8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures with respect to remuneration as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure -9.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Companies
Act,2013 the said Annexure is open for inspection. Any member interested in obtaining a copy of the same may write to the Company
Secretary.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

At the Annual General Meeting held on 19.08.2021 the Members had approved the following Employee Stock Option Schemes :

The relevant disclosure in terms of Rule 12 of Companies (Share capital and Debentures) Rules, 2014 and Secretarial Standard on Report
of the Board of Directors are given below :

Details of Movement of Employee Stock Options during the year:

The purpose of these plans are to facilitate Eligible Persons (Employees with Long Service and Contributed to the growth of the
Company) through ownership of shares of the Company to participate and gain from the Company’s performance, thereby acting as a
suitable reward. Participation in the ownership of the Company, through share based compensation schemes will be a just reward for
the employees for their continuous hard work, dedication and support, which has led the Company to be what it is today.

The Plan is intended to :

* Create a sense of ownership within the organisation;

* Encourage Employees to continue contributing to the success and growth of the organisation;

* Retain and motivate Employees;

* Encourage eligible persons to align their performance with Company Objectives;

* Reward Eligible persons to align their performance with Company objectives;

* Align interest of Eligible Persons with those of the organisation.

The Schemes are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year
under review, no material changes have been made in the schemes.

A Certificate from the Company’s Secretarial Auditors, with respect to implementation of the above Employee Stock Option Schemes
in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and resolution passed by the Members of
the Company, has been received and same is attached as Annexure -10.

The details as required under part F of Schedule I read with Regulation 14 of SEBI Share Based Employee Benefits and Sweat Equity
Regulations, 2021 are disclosed on the company’s website and the weblink is given below :

https://www.ramcoindltd.com/esos.html

INDUSTRIAL RELATIONS a PERSONNEL

Industrial relations continue to be cordial and harmonious at all the Units. Employees at all levels are extending their fullest co¬
operation for the various cost reduction measures of the Company. There is a special thrust on Human Resources Development with a
view to promoting creative and group effort.

CREDIT RATING

The ratings for the Company’s borrowing are available in Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The details of key initiatives with respect to Stakeholder relationship, customer relationship, environment, sustainability, health and
safety are available in the BRSR for the year 2025-26 which forms part of this report.

SHARES

The Company’s shares are listed in BSE Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been
paid for the F.Y. 2026-27 respectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Dividend amount remaining unclaimed/unpaid for a period of over 7 years was transferred to IEPF as detailed below :

Out of 9,130 shares corresponding to the unpaid dividend for the financial year 2017-18, 5,040 shares were successfully transferred to
the IEPF. The balance of 4090 were rejected by the depository.

The details of shares transferred to the IEPF are as under:

Year wise amount of unpaid /unclaimed dividend lying in the unpaid account and corresponding shares, which are liable to be transferred
to IEPF and due dates for such transfer, are tabled below:

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors confirm that

(a) They had followed the applicable accounting standards along with proper explanation relating to material departures if any, in the
preparation of the annual accounts for the year ended 31^st March, 2026;

(b) They 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 as on 31^st March, 2026 and of the profit of
Company for the year ended on that date;

(c) They had 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;

(d) They had prepared the annual accounts on a going concern basis;

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

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

RESEARCH AND DEVELOPMENT EFFORTS

During the year, the Company continued to strengthen its focus on a cost-efficient and technically optimized manufacturing portfolio
comprising calcium silicate boards, fibre cement boards, non-asbestos roofing sheets, and lightweight calcium silicate tiles.

Our R&D lab has also enhanced its testing capabilities through the incorporation of advanced and sophisticated instruments, enabling
more accurate and rapid test results.

Our Research and Development Laboratory is accredited by the National Accreditation Board for Testing and Calibration Laboratories
(NABL) and recognized under the International Laboratory Accreditation Cooperation-Mutual Recognition Arrangement (ILAC MRA),
reflecting compliance with nationally and internationally accepted standards. The laboratory is certified by the Bureau of Indian
Standards (BIS).

ACKNOWLEDGEMENT

The Directors are grateful to the various Departments and agencies of the Central and State Governments for their help and co¬
operation. They are thankful to the Financial Institutions and Banks for their continued help, assistance and guidance. The Directors
wish to place on record their appreciation of employees at all levels for their commitment and their contribution.

On behalf of the Board of Directors
For RAMCO INDUSTRIES LIMITED

P.R. VENKETRAMA RAJA

Place: ChennaiChairman
Date : 27^th May 2026 (DIN: 00331406)