Your directors are pleased to present the 110th Annual Report of your company together with the Audited Balance
Sheet and Profit & Loss Account for the year ended 31st March, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2026 is summarized below:

2. STATE OF COMPANY'S AFFAIR AND NATURE OF BUSINESS(i) Textiles and Real Estate Division

The revenue from the textile's activity was Rs. 29,227 Lakhs (Rupees Twenty-Nine Thousand Two Hundred
and Twenty-Seven Lakhs) as compared to Rs. 21,138 Lakhs (Rupees Twenty-One Thousand One Hundred
and Thirty-Eight Lakhs) in the previous year. The operating profit for the year was Rs.2,728 Lakhs (Rupees
Two Thousand Seven Hundred and Twenty-Eight Lakhs) against Rs. 2,732 Lakhs (Rupees Two Thousand
Seven Hundred and Thirty two Lakhs) in the previous year.

The revenue from real estate and related activity was Rs 6,633 Lakhs (Rupees Six Thousand Six Hundred
and Thirty-Three Lakhs) as compared to Rs. 3,396 Lakhs (Rupees Three Thousand Three Hundred and
Ninety-Six Lakhs) in the previous year. The operating profit for the year was Rs 3,462 Lakhs (Rupees Three
Thousand Four Hundred and Sixty Two Lakhs) as against was Rs 2,723 Lakhs (Rupees Two Thousand
Seven Hundred and Twenty-Three Lakhs) in the previous year.

(ii) Land Development at Dadar

The Company has obtained renewed Occupation Certificate (OC) including for upper floors as well as
the restaurants and food outlets of 'The Ruby' tower at Dadar, Mumbai. The building which was earlier
approved under the Development Control Regulations 1991 (DCR 1991) is now converted under the current
regulations i.e. Development Control and Promotion Regulations 2034 (DCPR 2034). The Development
Deed has been cancelled in 2025 and the Developer's account stands settled and all leased and all office
inventory shall belong to the Company. This shall enable the company to unlock the real estate value of
the tower.

3. DIVIDEND

The Board of Directors at their meeting held on 28th May, 2026 have approved and recommended payment of

final dividend of 50 % i.e., Rs. 2.5/- per equity share on 3,34,40,000 fully paid up equity shares of Rs. 5/- each
aggregating to 836.00 Lakh subject to TDS for the financial year ended 31st March, 2026 ('final dividend'),
subject to approval of the members at the ensuing AGM.

4. TRANSFER TO RESERVES

No amount has been transferred to General Reserve during the FY 2025-26

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year, the company has incorporated following wholly-owned Subsidiary companies: -

i. Ruby Greentech K Private Limited Company on 18th March, 2026

ii. Ruby Greentech T Private Limited Company on 18th March, 2026
Operations for both the subsidiaries are yet to commence.

A Statement in Form AOC-1 containing the salient features of the financial statements of the aforementioned
subsidiaries forms part of the Annual Report.

6. DEPOSITS

The Company has not accepted deposits from the public within the meaning of Section 73 of The Companies
Act, 2013 and rules framed there under.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL(i) Directors> Appointment / Reappointment

• Mr. Rahul Gautam Divan was appointed as an Independent Director of the Company for a second
term of five consecutive years commencing from 30th September, 2025 up to 29th September, 2030.

• Mrs. Jasvanti Amar Patel was re-appointed as an Independent Director of the Company for a second
term of five consecutive years commencing from March 4, 2025 upto March 3, 2030.

• Mr. Paras K. Savla was appointed as Non-Executive Independent Director w.e.f 27th December, 2025.

> Resignation/ Cessation:

• Mr. Yogen S. Lathia, Term ceased as Non-executive Independent director w.e.f 28th December 2025.

(ii) Key Managerial Personnel

> Appointment/Reappointment

There was no resignation/cessation during the year under review.

> Resignation/Cessation

There was no resignation/cessation during the year under review.

(iii) Declaration by Independent Directors

The Company has received the necessary declarations from each of Independent Directors of the Company
pursuant to Section 149(7) and provisions of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Each of them meets the criteria of independence laid
down in section 149(6) of the Companies Act, 2013 and Regulations of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change
in the circumstances which may affect their status as independent director during the year.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and relevant Regulations of Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board has
carried out the annual performance evaluation of its own performance and other Directors. A structured
questionnaire was prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment.

In a separate meeting of independent directors held on 27th February, 2026, performance of non¬
independent directors, performance of the board as a whole and performance of the Chairman was
reviewed and evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the independent directors.

(v) Number of Board Meetings

During the year 2025-26, the Board met 7(Seven) times on the following dates: 26th May, 2025, 14th
August, 2025, 9th September, 2025, 13th November, 2025 ,27th December, 2025 ,19th January, 2026 and
13th February, 2026.

For details of the meetings of the board, please refer to the Corporate Governance Report, which forms
part of this report.

8. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR

The Board is of the opinion that the Independent Directors appointed on the Board of the Company, are persons
of high integrity, reputation and possess the requisite expertise and experience (including the proficiency).

9. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of section
134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for
the year ended on 31st March 2026 and state that: -

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

ii. The Directors had 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 as at 31st March, 2026 and of the profit of the Company for the year on that date;

iii. The Directors 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;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had laid down proper systems of internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.

vi. 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.

10. NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive attributes, independence
of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

The potential candidates for appointment to the Board including Independent Directors appointed during
the year are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing,
integrity, values and character; appreciation of the Company's vision, mission, values and, prominence in

business, institutions or professions and, professional skill, knowledge and expertise and, financial literacy and
such other competencies and skills as may be considered necessary. In addition to the above, the candidature
of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated
under the Act, the Listing Regulations and other applicable regulations and guidelines.

The policy of which has been uploaded on the Company's website at the following link https://www.rubymills.
com/uploads/investor-reports/1409223679 Nomination-and-Remuneration-Policy.pdf, for further details on
the policy, please refer to the Corporate Governance report which forms part of the Annual report. Changes in
the Nomination and Remuneration policy were made during the year under review as per the SEBI Amendments.

11. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report
which forms part of this report.

12. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for
reporting illegal and unethical behaviour.

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil
Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations
of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports,
etc. which has been uploaded on the Company's website at the following link - https:/^/www.rubymills.com/
uploads/investor-reports/1255509256 Microsoft-Word-WBP-Final.pdf

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the
Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.

During the year under review no employee was denied access to the Chairman of the Audit Committee.

13. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance, Board Committees and Individual Directors was carried
out pursuant to the provisions of the Act in the following manner:

14. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid
events, situations or circumstances which may lead to negative consequences on the Company's businesses
and has defined a structured approach to manage uncertainty and to make use of these in their decision¬
making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic management reviews. At present there is no
identifiable risk which in the opinion of the Board may threaten the existence of the Company.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo are furnished in “Annexure A” which forms part of this Report.

16. ANNUAL RETURN

Annual Return for the financial year ended 31st March, 2026 made under the provisions of Section 92(3) of the
Act is uploaded on website of the Company and link for the same is https://www.rubymills.com/investors

17. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014 on CSR activities is attached as “Annexure B” and forms a part of this Report. For other details regarding
the CSR Committee and the policy, please refer to the Corporate Governance Report, which forms part of
this report. The Corporate Social Responsibility policy has been uploaded on the Company's website at the
following link - https://www.rubymills.com/uploads/investor-reports/231775630 Microsoft-Word-Fina-lCSR-
Policy.pdf Changes in the Corporate Social Responsibility policy were made during the year under review as
per the SEBI Amendments.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations.

19. AUDITORS(i) Statutory Auditors

At the 106th Annual General Meeting held on 23rd September, 2022, the Members approved reappointment
of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036) to hold
office from the conclusion of the 106th Annual General Meeting until the conclusion of the 111th Annual
General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of
pocket expenses as may be incurred by them for the purpose of audit.

The Report given by M/s. CNK & Associates LLP, Statutory Auditors on the financial statements of the
Company for the financial year 2025-26 is part of this Annual Report. The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the
Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to
be disclosed under Section 134 (3) (ca) of the Act.

(ii) Secretarial Auditor

The Board has appointed M/s. Vikas R. Chomal & Associates, Company Secretaries in Practice to undertake
the Secretarial Audit of the Company for the financial year 2025-2026. The Report of the Secretarial
Audit Report is annexed herewith as “Annexure C”. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark

(iii) Cost Auditor and Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit)
Rules, 2014, the accounts and records are required to be maintained by the Company, in respect of various
manufacturing activities and are required to be audited. Accordingly, such accounts and records are
maintained in respect of various manufacturing activities. Shri. Dakshesh H. Zaveri, Cost Accountant has
been appointed as Cost Auditor of the Company for the F.Y. 2025-2026 to carry out the Cost Audit, for
auditing cost accounting Records in respect of the Textile Segment of the Company and to submit Cost
Audit Report to the Board as required under Section 148 of the Companies Act, 2013 and the Companies
(Cost Records and Audit) Amendment Rules, 2014. Accordingly, a resolution seeking the members'
ratification for the remuneration payable to Shri. Dakshesh H. Zaveri, Cost Auditors, in terms of the
resolution proposed to be passed, is included in the Notice convening the Annual General Meeting of the
Company.

20. (i) Green Initiatives

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report
through electronic mode i.e. email to all the shareholders who have registered their email addresses with
the Company or with the Depository to receive Annual Report through electronic mode and initiated
steps to reduce consumption of paper.

(ii) Human Resources

Employees are considered to be team members being one of the most critical resources in the business
which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense
of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the
Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with
all personnel and thereby enhancing the contributory value of the Human Resources.

(iii) Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances,
environmental Regulations and preservation of natural resources. There was no major accident during the
year.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

No material changes and commitments which could affect the Company's financial position have occurred
between the end of the financial year of the Company and date of this report.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has robust internal financial controls in place for its financial statements. As part of its ongoing

improvements, the company has migrated to a new ERP system for certain processes. While the new system
is being integrated and stabilized, the company is actively managing and addressing the necessary manual
interventions required during this transition. This proactive approach ensures that the company's control
systems continue to function effectively and align with the new ERP environment. the auditor's report is self¬
explanatory in nature and provides that company has adequate internal financial controls with reference to
financial statements.

23. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during the Financial Year 2025-26 were on arm's
length basis and in the ordinary course of business. There is no material significant Related Party Transactions
entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons
which may have a potential conflict with the interest of the Company.

Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the
Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of Shareholders is also
drawn to the disclosure of transactions with related parties as set out in Note No. 48 of Consolidated Financial
Statements, forming part of the Annual Report.

24. PARTICULARS OF EMPLOYEES:

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure D” and forms a part of this
Report of the Directors.

Shri. Hiren M. Shah, Executive Chairman, Shri. Bharat M. Shah, Managing Director and Shri. Viraj M. Shah,
Managing Director drew a remuneration of Rs. 180.00 Lakhs/- per annum each during the year under review.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism
pertaining to Sexual harassment of women employees at workplace. There was no cases / complaint received
during the year under review.

The particulars are as follows:

(a) Number of complaints of sexual harassment received in the year - NIL

(b) Number of complaints disposed off during the year - NIL

(c) Number of cases pending for more than ninety days - NIL

26. DISCLOSURES AS PER THE MATERNITY BENEFIT ACT, 1961

During the period under review, the Company has complied with all the provisions of the Maternity Benefit
Act, 1961.

27. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions
with the Company.

28. LISTING FEES

The Company has paid the listing fees to BSE Limited and NSE Limited for the year 2025-2026.

29. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished

Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and
reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulation, 2015 and is available on our website https://www.rubymills.com/uploads/investor-
reports/832843327 Trading-window-and-trading-Restriction.pdf Changes in the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and
Conduct for Regulating, Monitoring and reporting of Trading by Insiders in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2015 were made during the year under review as per
the SEBI Amendments.

30. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the
notes to financial statements provided in this Annual Report.

31. DISCLOSURE REQUIREMENTS

As per relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Corporate Governance Report with auditor's certificate thereon and
Management Discussion and Analysis are attached, which form part of this Annual Report.

32. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

I. The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

II. The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

III. The Company has not issued any equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule
12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

IV During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

V No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going
concern status and the Company's operations in future.

VI. During the year under review, there are no instances of loan borrowed from Directors by the company.
Therefore, no declaration is required under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules
2014.

VII. During the year under review, there was no occasion where the Board has not accepted any recommendation
of the Audit Committee.

VIII. During the year under review, there has been no pendency of any proceedings against the company under
the Insolvency and Bankruptcy Code, 2016.

IX. During the year under review, there have been no instances of one time settlement with any bank or
financial institution.

33. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Company's business during the year under review.

34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer

and Refund) Rules, 2016 ('the rules') as amended up to date, after completion of seven years, all the unpaid
or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central
Government.

Further, according to the said Rules, the shares in respect of which dividend has not been paid or claimed by
the shareholders for seven consecutive years or more shall also be transferred to the demat account of the
IEPF Authority.

35. Transfer of unclaimed dividend to IEPF:

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to Rs. 74,977/- lying
unclaimed for a period of seven years has been transferred during the financial year 2025-26 to the Investor
Education and Protection Fund (IEPF) established by the Central Government.

Members are requested to note that even after the transfer to IEPF as above said, the unclaimed dividend
amount and the shares transferred to IEPF Suspense Account, both, can be claimed by making an online
application in Form IEPF-5 and sending the physical copy of the same duly signed (as per specimen signature
registered with the Company/RTA) along with requisite documents enumerated in the said Form IEPF-5 to the
Company at its registered office or to the RTA.

The IEPF Rules and the application form (Form IEPF-5), as prescribed by the Ministry of Corporate Affairs are
available on the website of the Ministry of Corporate Affairs at www.iepf.gov.in.

36. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2025-26, your Company has complied with applicable Secretarial Standards i.e., SS-1
and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively as notified by the
Institute of Company Secretaries of India.

37. SEGMENTS:

The Company has two segments namely Textile and Real Estate & related. The Statement of accounts prepared
and submitted are therefore of two segments.

38. ACKNOWLEDGEMENT

Your directors thank all the shareholders, all employees of the Company, customers, suppliers, Government
Authorities, Financial Institutions and bankers for their continued support.

You Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

The Ruby Mills Limited

Sd/-

Hiren M. Shah

Place: Mumbai Executive Chairman

Dated: 28^th May-2026 DIN: 00071077