FOR THE YEAR ENDED ON 31^ST MARCH, 2026

To the Members of VTM Limited

Your Directors take pleasure in presenting their 79th Annual Report along with the Audited statement of accounts for the year ended 31st March, 2026.

Adoption of Financial Statements under Ind AS:

Your Company's Financial Statements for the FY 2025-26 are prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Operating & Financial Performance

Profits, Dividends & Retention

During the year under review, the Company achieved an impressive turnover of 37,198.13 lakhs for the financial year ended 31st March 2026, as compared to 34,452.68 lakhs in the previous financial year, reflecting 7.97% year-on-year growth. Export turnover stood at 23,003.63 lakhs, accounting for 61.84 % of the total turnover, as against 22,088.34 lakhs in FY 2024-2025, The company has been able to maintain export sales at previous levels, and this safeguarded our market presence and ensured continuity in operations in a highly volatile global environment. Despite challenging global trade conditions arising from increased tariff barriers, geopolitical tensions, and war related disruption in the international markets, compared with peer companies in the industry, our company has shown better sales volumes. Company successfully sustained its export performance through timely execution of orders and consistent product quality.

The Company registered a remarkable sales turnover of 19,197.67 lakhs from the Home Textiles segment alone, backed by consistent innovation in product development and design. The positive reception continued from international customers underscores our competitive edge and reinforces our position as a preferred supplier in niche overseas markets. The company successfully maintained home textiles export sales better than previous year's level, safeguarded our market presence and ensured continuity of operations in a highly volatile global environment compared with the peer companies in the industry. Our company has shown better stability in sales volumes, customer retention, operational execution, export order management despite adverse international trade conditions.

Maintaining export sales at the previous year's level under the prevailing challenging circumstance reflects the resilience of the company's business model, strength of customer relationship and adaptability to changing global dynamics.

Despite severe challenges arising from increased tariffs, war related global disruptions, pressure on export margin, our company has demonstrated a resilient performance during the year.

The Company posted a Profit After Tax (PAT) of 1119.58 lakhs for the year ended 31st March 2026, from 4537.41 lakhs in the previous year. This year profitability was significantly impacted due to the additional tariff burden and adverse global trade conditions arising from geopolitical conflicts and war-related disruptions. Global uncertainties caused by ongoing war situations resulted in higher logistics cost, shipping disruptions, extended transit periods, volatility in price and currency led to margin pressures. These factors collectively affected profitability during the year.

The decline in profit during the year is primarily attributable to the exceptional tariff burden and war-related global economic disruptions rather than any reduction in operational efficiency or demand for the Company's products.

Despite facing volatile global economic conditions influenced by geopolitical tensions, inflationary pressures, and fluctuating demand trends, your Company has delivered reasonable financial performance. The domestic market has also shown signs of recovery, although exports especially in Home Textiles have continued to be the key driver of growth.

Despite increased manufacturing expenses and high volatility in export markets, we hope Our industry may witness certain positive developments. Global buyers are increasingly looking to diversify sourcing bases and ensure supply chain stability, continuity and reduce dependency on sensitive regions. India with its manufacturing strong base, integrated value chain is well positioned to benefit from this shift. Your Directors are optimistic about achieving better results in the coming years.

During the last year, the foreign exchange scenario remained volatile with significant depreciation of the Indian rupee against major currencies, especially 9.5% depreciation against USD. The expected benefits arising out of depreciation were substantially offset by impact of increase in tariff and increase in cost of material due to the US Iran ongoing war. Directors foresee a comparatively favorable market environment during the current year.

Modernization & Upgradation

NEW LOOMS AND OTHER MACHINERY PURCHASE:

Your Company had imported 04 Nos. of 190cm ITEMA Rapier looms with Leno attachment from Italy at a cost of Rs.3.55 Cr and installed to meet our global market requirements of leno selvedge fabric. To fulfil our "Home Textiles" requirement of FLORAL JACQUARD fabrics, we have installed 04 Nos. PICANOL OPTIMAX loom with Staubli Jacquard at a cost of Rs.1.80 Cr. To produce High Value "SEER SUCKER" fabric, we have installed 02 Nos. PICANOL ULTIMAX Rapier looms with FANCY BEAM Attachment at a cost of Rs.2.13 Cr which were imported from Belgium. To match the requirement of Linen Fabric production for our Home Textiles, we have purchased one Sectional Warping machine from M/S.RABATEX at a cost of Rs.1.08 Cr. We have purchased 01 Yarn Conditioning Unit from M/S.SIEGER at a cost of Rs.0.30 Cr to achieve good quality and loom efficiency. Through the state-of-the-art weaving machines and machineries, we can weave larger and complicated dobby Leno designs, Linen Fabrics and Seer Sucker fabrics with special yarn and multiple yarn counts.

FABRIC FOLDING (Packing) MACHINE:

To improve the packing quality and satisfy the customer requirement and ergonomics of the operators, we purchased and installed 01 No. Automatic Folding machine at a cost of Rs.0.20 Cr.

SAFETY:

We have installed "FIRE HYDRANT" at the cost of Rs.0.92 Cr to ensure the safety. All the departments and warehouses storing the raw material and Finished Goods are connected with this Fire Hydrant to ensure the safety and statutory requirements.

Alternate Source of energy:

Environmental Social and Governance (ESG)

The Company always strives to maximize the usage of Green Energy and thus reduce the carbon footprint. The Company uses electrical energy generated from company's Windmills and Solar plants (Total capacity 6.31 MW). Also, its sources green energy from market to support the clean environment initiatives. Company produced 94.31 lakhs units of green energy from its own infrastructure and purchased 32.37 lakhs units from the Market. Further the company has installed 2 Nos. of energy efficient compressors, each having a capacity of 755 CFM at a total cost of Rs 72.0 lakhs to meet the air requirement of newly installed machines and conserve energy. As a result, the company has achieved energy savings of 209 units per day. In addition, the company has replaced the conventional Supply air fans with newly installed energy efficient fans in Sulzer department humidification plant, resulting in energy savings of 181 units per day.

Dividend

The Board of Directors, after considering the Company's profitability, ongoing and proposed expansion initiatives, and long-term growth requirements, has decided not to recommend any dividend on the Equity Shares for the financial year under review.

The Board also noted that during the financial year, the Company had issued Bonus Shares and had recommended a Final Dividend for the FY 2024-25 of Rs.0.75/- per Equity Share including the Bonus Shares so allotted, which was approved by the Members at the Annual General Meeting held on 2nd July 2025 and subsequently paid to the eligible shareholders.

Extract of Annual Return

As per the requirements of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management & Administration) Rules, 2014 the annual return has been given as a link in Company's website www.vtmill.com.

Associate Company/Holding or Subsidiary Company

The Company does not have any Associate Company as defined under the Companies Act, 2013 and has not entered into any joint venture agreement during the year under review.

Change in the Nature of Business

There is no change in the nature of the business of the Company.

Orders by Regulators or Courts

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Material Changes Affecting the Financials

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2026 and the date of this Report of the Directors.

Internal Control System

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Code on Internal Control which requires that the Directors to review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems, and related party transactions, have been complied with. Self-certification exercises are also conducted by which Senior management certifies the effectiveness of the internal control system, their adherence to the Code of Conduct and the Company's policies for which they are responsible, financial or commercial transactions, if any, where they have a personal interest or potential conflict of interest. The Internal Audit of the Company is carried out by M/s. GSN & Associates., Chartered Accountants Coimbatore, periodically.

The company have appointed M/s TBL & Associates, Chennai as the Internal Auditors for the FY 2026-27.

Company's Policies

Company's Policies on Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), the Code of Conduct applicable to Directors and Employees of the Company and policies such as Insider Trading Code, Insider Trading Fair Disclosure Code and Policy on Materiality of and dealing with Related Party Transactions required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been complied with.

These Policies, the Code of Conduct, and other policies/codes as referred to above are available on the Company's website www.vtmill.com

ISO and 5S Certification

The Company's factory at Sulakarai, Virudhunagar, Tamil Nadu has been certified ISO for Quality Management System Standard and also holds a 5S Certification from AOTS Alumni 5S Forum of India and GOTS Certification for the manufacture of organic cotton fabrics.

Segment wiseperformance

The Company is primarily a manufacturer of textile products and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company. The geographical (secondary) segment has been identified as domestic and export sales as detailed below:

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks &

Concerns

Despite global uncertainties, the outlook remains cautiously optimistic. Your Directors believe that continued policy support and demand revival will provide a positive environment for sustainable growth in the coming year. The company has a strong customer base and consistent product quality, operational capabilities provide confidence in sustaining business growth and improving the performance in the coming year.

Despite increased manufacturing expenses and high volatility export markets, we hope Our industry may witness certain positive developments. Global buyers are increasingly looking to diversify sourcing bases and ensure supply chain stability, continuity and reduce dependency on sensitive regions. India with its manufacturing strong base, integrated value chain is well positioned to benefit from this shift. Your Directors are optimistic about achieving better results in the coming years.

Due to the higher petroleum crude price as a resultant of Ongoing US Iran War, the polyester yarn prices have increased. Hence the Management is very optimistic about the demand for Cotton Yarn and Fabrics will be Higher during the year.

The management continues to closely monitor market developments and adopt appropriate strategies in sourcing, pricing operational efficiency to mitigate impact of adverse global conditions.

Board of Directors

The Board is headed by Sri. K. Thiagarajan, Chairman & Managing Director of the Company. During the year under review, there were no changes at the Board level as under: The Board consists of 9 Directors with one Chairman and Managing Director, five Non-Executive Independent Directors, two Non-Executive Directors and One Woman Non-Executive Director. As on 31st March, 2026, the Board is comprised of 9 Directors out of which 1 Director is Executive-Chairman & Managing Director, 3 Directors are Non Executive including one Woman Director, 5 Directors are Non-Executive Independent. The composition of the Board conforms with the requirements of Regulation 17 of the Listing Regulations, and SEBI (LODR) Regulations 2015. All Directors are competent and experienced personalities in their respective fields.

Number of Board Meetings

During the year under review, Eight Board Meetings were held on 16-04-2025, 29-05-2025, 12-06-2025, 04-08-2025, 10-11-2025 ,15-12-2025, 14-01-2026 & 12-02-2026. The maximum interval between any two consecutive Board Meetings did not exceed 120 days. The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate 40

Governance Report.

The sitting fees paid to the Non-Executive Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

Retirement of Directors by Rotation

Sri V. Kasinathan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. He is proposed to be re-appointed as a Director of the Company. The details of the proposed re-appointment of Sri V. Kasinathan are forming part of the Corporate Governance report.

Non-Executive Independent Directors

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the

Non-Executive Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Non-Executive Independent Directors. All the Non-Executive Independent Directors have convened a meeting on 12.02.2026.

To comply with the amended regulations as provided in Regulation 17(10) of the SEBI (LODR) Regulations, the Board reviewed the evaluation process by applying the provisions of Section 149 and Schedule IV to the Companies Act and the regulations as provided under the SEBI Regulations in respect of the Independent Directors of the Company with the following criteria:

The performance of the Independent Directors.

Fulfillment of the independence criteria as specified under the Companies Act, 2013 and regulations under SEBI Regulations.

The process of evaluation stating the objectives, criteria for evaluation.

Periodic review of the evaluation process.

The Independent Directors who attended the meeting of the Board did not participate in the discussion in respect of the evaluation of the Independent Director. There was sufficient quorum excluding the Independent Directors during the time of evaluation.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to qualify themselves to act as Independent Directors under the provisions of the Companies Act, 2013 read with the relevant rules made thereunder. Further, they have also declared that they are not aware of any circumstance or situation, that exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

Code of Conduct

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company's website www. vtmill.com. All Directors have confirmed compliance with provisions of Section 164 of the Companies Act, 2013.

Director's Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and the provisions as referred in SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 in the preparation of the annual accounts for the year ended on 31^st March 2026 and state that :

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 that period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts on a going concern basis; v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and the Company has adopted proper policies and procedures for ensuring orderly and efficient conducting of the business:

a) The management designed and implemented policies with respect to adherence to accounting standards as a general requirement applied by a Company in preparing and presenting financial statements. b) The management evolved a sound system for regular evaluation of the nature and extent of the risks to which the Company is exposed and to control risk appropriately. c) The Board ensured the effective financial controls, including the maintenance of proper accounting records and the Company is not unnecessarily exposed to avoidable financial risks. They also contribute to the safeguarding of assets, including the prevention and detection of fraud. The financial information used within the business and for publication is reliable.

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

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013: a) Sri K. Thiagarajan, Chairman and Managing Director. b) Sri P. Senthil Kumar, Chief Financial Officer. c) Smt K. Preyatharshine, Company Secretary.

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration, the Company had Nine-member Board of Directors consisting of one Chairman and Managing Director, five Non-Executive Independent Directors, and three Non-Executive Directors of which one is a Woman Director. The Corporate Governance Report giving the details as required under Regulation 34(3) read with Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on March 31, 2026 issued by M/s. CNGSN & Associates LLP, Auditors of the Company, is also attached as part of Annexure I and forms a part of this Report of the Directors.

The Company has formulated the Insider Trading Code and Insider Trading Fair Disclosure Code in terms of Regulation 9 read with Schedule B and Regulation 8 read with Schedule A of SEBI (Prohibition of Insider Trading) Regulations, 2015 respectively, and provided in the company's website at www.vtmill.com. Smt K. Preyatharshine, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. As there was no insider trading in the securities of the company, the company has not reported any Insider Trading details to the Stock Exchange.

Sri K. Thiagarajan, Chairman and Managing Director of the Company has given his certificate under Regulation 17(8) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the annual financial statements for the year ended on 31st March 202 to the 6Board of Directors which is attached as Annexure IX. The Chairman has given his certificate under Regulation 34(3) read with Part D of Schedule V of the above-mentioned Regulations in compliance with the Code of Conduct of the Company for the year ended March 31, 2026, which is attached as Annexure VIII and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee consists of three Independent Directors and satisfies the provisions of Section 177(2) of the Companies Act, 2013. The Audit Committee comprised of Mr. M. Anbukani as Chairman, Mr. Ganesh Ananthakrishnan, and Mr. L. Sevugan as Members, and all are Independent Directors.

The Company Secretary is the Secretary of the Committee. The details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism, details of which are available on the Company's website www.vtmill.com

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan, and identifying, reviewing, and mitigating all elements of risks to which the Company may be exposed.

The Audit Committee is empowered with monitoring the appointment of Key Managerial Personnel.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

Whistle Blower Policy / Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has formulated a Vigil Mechanism / Whistle Blower Policy to enable Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct, that could adversely impact the Company's operations, business performance and/or reputation, securely and confidentially. The said policy provides adequate safeguards against the victimization of Directors/employees and direct access to the Chairman of the Audit Committee, in exceptional cases. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company under the web link https://www.vtmill.com/investor/Vigil-Mechanism-Whistle-Blower-Policy.pdf Your Company affirms that no personnel of the Company has been denied access to the Chairman of the Audit Committee and no complaint has been received during the year under review.

Evaluation of the Board's performance, Committees of the Board, and Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual evaluation of its performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees.

The Board reviewed and evaluated its performance from the following angles:

Company Performance

Strategy and Implementation

Risk Management

Corporate ethics

Performance of the Individual Directors

Performance of the Committees viz., Audit Committee, Nomination and Remuneration

Committee, and Stakeholders Relationship Committee.

The Board also evaluated the performance of the above-referred Committees and concluded that the Committees continued to operate effectively, with full participation from all members and executive management of the Company.

Board upon evaluation considered that the Board is well balanced in terms of diversity of experience. The Board noted that all Directors have understood the opportunities and risks to the Company's strategy and are supportive of the direction articulated by the management team towards improvement. Corporate responsibility, ethics, and compliance are taken seriously, and there is a good balance between the company's core values and shareholders' interests.

The Directors also expressed their satisfaction in all the above areas considering the Company's performance in all fronts viz., New Product Development, Sales and Marketing, International business, Employee relations, and compliance with statutory requirements. The evaluation results have been communicated to the Chairman of the Board of Directors.

Related Party Transactions

During the year 2023-24, and 2025-26 the company has entered into contracts or arrangements for five years from 01.04.2024 to 31.03.2029 with such number of related parties with the approval by the Board of Directors and the members of the company at the Annual General Meeting wherever necessary in respect of the following: 1. Sale, purchase or supply of any goods or materials 2. Selling or otherwise disposing of, or buying, property of any kind 3. Leasing of property of any kind 4. Availing or rendering of any services 5. Obligations In the current period, due to the exigencies that, when the limits exceed, the company can carry out the transactions only with the prior approval of the members at the General Meeting, and hence the company has to carry out the transactions with the related party regularly which may exceed the limits specified in the Rules, it would be appropriate to obtain consent from the members of the company to carry out the transactions with related parties. Therefore for the approval of the related party transactions, the members approval is sought, in the Annual General Meeting of the company held on 03.07.2023 for five years from 01.04.2024 and on 19.12.2025 for the period up to 31.03.2029 The details in respect of the material contracts or arrangements or transactions on arm's length basis carried on with the related parties have been furnished in Annexure V.

Corporate Social Responsibility Committee

The Company established CSR Committee on 24th April 2014. The CSR Committee was charged with the responsibility to discharge functions related to CSR activities to be carried out as per Schedule VII of the Companies Act 2013 and the amendments made thereon. As per the notification issued by MCA, there is no necessity to form CSR Committee if the prescribed CSR expenditure does not exceed Rs.50 Lakhs in the year, the Board of Directors can discharge the CSR committee functions and activities. Therefore CSR Committee was disbanded and future review of CSR obligations, including progress monitoring, coordination with implementing agency, etc., came under the purview of the Board of Directors on and from 01.04.2021.

The Board at its meeting held on 12.02.2026 formed CSR Committee with Smt Uma Kannan, Sri M Anbukani and Sri L Sevugan as its members The CSR Policy, which was approved by the Board and committee, is available on the Company's website.

The Company has decided to spend CSR funds for ongoing projects, if any that can be completed within two years and other than on-going projects also. As per the latest CSR Amendment Rules, the ongoing project has to be undertaken only by the Registered Trust or Society or a Section 8 company having Certificate Under Section 12A and 80G of Income Tax Act 1961. The KKTCMCT, a registered Trust had been registered with MCA having Regn No : CSR00003093.

The Company has spent Rs.27.75 Lakhs this year for the ongoing projects through the implementing agency, Kalaithanthai Karumuttu Thiagaraja Chettiar Memorial Charitable Trust (KKTCMCT) and directly. The CSR policy is available on the Company's website www.vtmill.com

Prevention of Sexual Harassment

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee with ten employees and a NGO representative. The Board also has approved the prevention of Sexual Harassment Policy and all employees especially women employees were made aware of the Policy and the manner in which complaints could be lodged. The Committee has submitted its Annual Report and the same has been approved by the Board. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Maternity Benefit Policy:

The Company is committed to providing a supportive and inclusive work environment for its employees. In compliance with the provisions of the Maternity Benefit Act, 1961, as amended, the Company extends maternity benefits to eligible women employees, including paid maternity leave and other related benefits as prescribed under the applicable laws.

The Company believes in promoting gender diversity and employee well-being and continues to provide a conducive workplace that supports employees during maternity and child-care responsibilities. During the year under review, the Company complied with all applicable provisions relating to maternity benefits.

NominationandRemunerationCommittee

A Nomination and Remuneration Committee was constituted on April 24, 2014 and, as on 31st March, 2026, after the reconstitution of the Committee in this year, now Sri Ganesh Ananthakrishnan is the Chairman, an Independent Director, Sri K. Thiagarajan, Sri L. Sevugan and Sri M. Anbukani, are Members of the Committee. The constitution satisfies the provisions of Section 178 of the Companies Act, 2013 as well as the SEBI Regulations. The Company Secretary is the Secretary of this Committee.

During the financial year ended March 31, 2026, the meeting was convened on 10.11.2025 and 15.12.2025.

The Company's Remuneration Policy is available on the Company's website www.vtmill.com and annexed as forming part of this report as Annexure X.

The details of terms of reference of the Nomination and Remuneration Committee are given separately in the attached Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee now consists of Sri T. N. Ramanathan as Chairman, Sri K. Thiagarajan, and Sri V. Kasinathan as Members. The Company Secretary is the Secretary of the Committee as per Regulation 20 of the SEBI (LODR) Regulations, 2015, to have three Directors as Members of the Committee with one Independent Director Member. The Committee met once during the year on 12.02.2026.

The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s. KFin Technologies Limited the Registrars and Share Transfer Agents of the Company. All requests for dematerialization and rematerialization of shares, transfer or transmission of shares, and other share maintenance matters are completed within 30 days of receipt of valid and complete documents. The Committee also reports to the Board on issues relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, Reports on SCORES of SEBI and all compliances under the Companies

Act, 2013, and the listing agreement with Stock Exchanges.

The shares of the Company are listed on the Bombay Stock Exchange. The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE222F01029. The details of shareholding patterns, distribution of shareholding, and share prices are mentioned separately in the attached Corporate Governance Report.

Transfer to Investor Education & Protection Fund

Transfer of shares:

The company's Stakeholder relationship committee has already transmitted 864000 equity shares of the company into DEMAT account of the IEPF Authority held with NSDL (DP ID Client ID IN300708-10656671) in terms of Provisions of Section 124(6) of the companies Act 2013, and the related Rules. During the year the Company has transmitted 65900 shares to the IEPF. The complete list of such shareholders, whose shares were due for transfer to IEPF in current year is also placed in the website of company.

Statutory Auditors:

Auditors

In terms of Section 139 of the Companies Act and the rules made thereon, M/s CNGSN & Associates LLP, Chartered Accountants, Chennai (Firm Regn. No. 004915S/S200036) have been appointed as Auditors of the Company by the members at their meeting held on 23^rd June 2017 and the Auditors have been appointed for five years from the conclusion of 70^th Annual General Meeting till the conclusion of the 75th Annual General Meeting.

Accordingly, their tenure of their appointment was extended at the 75th AGM. Being eligible, the said firm was re-appointed for a further term of five years, till the conclusion of the 80^th AGM.

The Auditors have already submitted certification u/s. 141 of the Companies Act and Peer Review Certificate in respect of their appointment as Auditors of the Company.

AUDITORS

Auditors' Report

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit Reports and Certificates

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr. S. Ramalingam, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report along with the Annual Secretarial Compliance Report (as required under the amended SEBI Regulations) has been obtained and is attached as Annexure II and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Cost Auditor and Cost Records

Pursuant to the provisions of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost records. Accordingly, the Company has duly made and maintained the Cost Records as mandated by the Central Government.

The Board of Directors had approved the appointment of Sri A. N. Raman, Cost Accountant as the Cost Auditor of the Company to audit the Company's Cost Records for the year 2026-27, at a remuneration of Rs.70,000/- plus applicable taxes 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 the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Fixed Deposits

The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. The company does not have any deposit which is not in compliance with the Companies Act, 2013.

Loans, guarantees and investments

The Company has not granted any inter-corporate loan, given guarantee or provided security for availing loan by any other company. However the company has invested its funds in such number of companies and in such number of shares and securities in other bodies corporate as referred to in Notes No. 07 and 12 of the Balance Sheet. In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 attached as Annexure IV and forms a part of this Report of the Directors.

Particulars of Employees

The prescribed particulars of Employees required under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI and forms a part of this Report of the Directors. There are no employees drawing remuneration more than Rs.102 Lakhs per annum or Rs.8,50,000/- per month.

Statement On Compliance with Secretarial Standards

The Directors have devised 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 the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors :

I. Corporate Governance Report along with Certificate on Corporate Governance by the Auditor of the Company.

II. Secretarial Audit Report

III. Extract of the Annual Return in Form MGT-9 Web link.

IV. Particulars on Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo.

V. Form AOC-2 for material contracts with Related Parties. VI. Ratio of remuneration and Particulars of Employees. VII. Annual Report on CSR spending.

VIII. Chairman & Managing Director's Certificate under Regulation 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on compliance of the Code of Conduct. IX. Certificate by Chairman and Managing Director and Chief Financial Officer under Regulation 17(8), of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Financial Statements. X. Remuneration Policy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers, and Bankers, and all other stakeholders for their continuous support to the Company.