FOR THE YEAR ENDED ON 31^st MARCH, 2025 To the Members of VTM Limited

Your Directors take the pleasure in presenting their 78^th Annual Report along with the Audited statement of accounts for the year ended 31^st March, 2025.

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16^th February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted "Ind AS" with effect from 1^st April, 2017. Accordingly, the Financial Statements for the year 2024-2025 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

Rs. in Lakhs.

During the year under review, the Company achieved an impressive turnover of ?34,452.68 lakhs for the financial year ended 31st March 2025, as compared to ?20,796.55 lakhs in the previous financial year, reflecting a substantial year-on- year growth. Export turnover stood at ?22,088.34 lakhs, accounting for 64.11% of the total turnover, as against ?9,848 lakhs (47.35%) in FY 2023-2024. This significant 16.76% increase in export turnover was primarily driven by the robust performance of our Home Textiles segment.

The Company registered a remarkable sales turnover of ?17,989.69 lakhs from the Home Textiles segment alone, backed by consistent innovation in product development and design. The positive reception from international customers underscores our competitive edge and reinforces our position as a preferred supplier in niche overseas markets.

While new US tariffs present short-term pricing and demand-related challenges, they have also opened avenues for us to consolidate our position against higher- tariffed competitors. We are actively pursuing long-term trade benefits by strategically aligning our supply chain and pricing policies to remain competitive and resilient.

The Company posted a Profit After Tax (PAT) of ?4,537.41 lakhs for the year ended 31st March 2025, a commendable increase from ?1,829.19 lakhs in the previous year. This notable growth in profitability can be attributed to increased export volumes, improved product mix, better realization, and disciplined cost management.

Despite facing volatile global economic conditions influenced by geopolitical tensions, inflationary pressures, and fluctuating demand trends, your Company has delivered one of its best financial performances since inception. The

domestic market has also shown signs of recovery, although exports?especially in Home Textiles?have continued to be the key driver of growth.

Our extraordinary growth this year is due to expansion in our home textiles division.

Our Product Strategy-

1. Discovering white space. Through diligent market research, we place our products in segments of the market where we identify white space. While the home textiles market is no doubt crowded, we have been able to gain traction due to strategically manufacturing products that have high demand and relatively low competition.

2. Non-commodity/niche focus. We focus on high value added products, which can give us higher margins. We leverage our expertise in weaving and design to manufacture higher value items.

3. Radical simplification of supply chain. We have set up a third party logistic facility, which allows us to ship goods directly to the customer, thereby simplifying our supply chain and eliminating middlemen and supply chain costs.

Your Directors remain optimistic about the future and are confident of sustaining this growth trajectory, in home textiles.

We are proactively implementing measures to mitigate global uncertainties, including:

With these focused strategies in place and an unwavering commitment to quality and customer satisfaction, your Directors believe the Company is well-positioned to achieve even better results in the years ahead.

As a continuation of its periodic Modernisation policy during the year under review, your Company has spent a little over Rs.473 Lakhs on modernising its plant & equipments.

4nos of 190cm ITEMA rapier looms with Leno attachment were imported from Italy at a cost of Rs.3.55 Cr and installed to meet our global market requirements of leno selvedge fabric. Through the state-of-the-art weaving machines, we can weave larger and complicated dobby Leno designs with special yarn.

To improve the packing quality and satisfy the customer requirement and ergonomics of the operators, 01No of narrow width roll packing machine is

purchased at a cost of Rs. 2.5 Lakhs and installed in our grey warehouse. Additionally, we purchased 2 wider width inspection machines with double side inspection facility for the finished fabric inspection at a cost of Rs.10 Lakhs and installed in our garment unit.

With Continuous evaluation and operation using green fuel the dependence on Fossil fuel is fully eliminated. Further reduction of fuel consumption by means of increasing the feed water temperature we have fitted A heat recovery system was installed in the compressor with an investment of Rs. 6.0 Lakhs. It operated at full capacity during the financial year, resulting in approximately 4% fuel cost savings and reduced greenhouse gas emissions.

As with the current requirement/trend of leaning more on ESG, the Company is increasing the Roof top Solar Plant Capacity from 500 KW to 908 KW (In DC) by installing additional roof top Solar plants at a cost of Rs.210 Lakhs,. The generated units are utilized by the company continuously. Further the company has installed a 1.76 MW Solar Power Plant at Ottapidaram Village at a cost of 693 lakhs. With the installation of this the company's green energy capacity has increased.

Further to the interim dividend declared by the Company at the Board meeting held on 18th December 2024 of Rs. 0.25 per share, considering the profits for the year and as recommended by the Audit Committee, the Board of Directors is pleased to recommend a dividend of Re.0.75 per share i.e. 75% on Equity Shares of Re. 1/- each. If this is approved at the forthcoming Annual General Meeting, the dividend will be deposited with the bank within the time prescribed and the dividend will be paid to those who are Members of the Company as on Book closure specified in this regard. The Book Closure period being 21st June, 2025 to 02nd July, 2025 (Both days inclusive) in respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

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 is available on the Company's website www.vtmill.com.

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.

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

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.

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2025 and the date of this Report of the Directors.

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. The Code on Internal Control requires 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, conduct periodic internal audits.

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

The Company's factory at Sulakarai, Virudhunagar, Tamil Nadu, is certified for ISO Quality Management System standards, holds 5S certification from the AOTS Alumni 5S Forum of India, and GOTS certification for manufacturing organic cotton fabrics.

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:

The Indian economy has remained resilient, supported by strong domestic demand and policy reforms. The textile sector continues to play a vital role in employment and exports. Government support through PLI schemes and incentives for MMF and technical textiles is aiding competitiveness.

While export markets like the US and EU are slowly recovering, global uncertainties and high logistics costs due to geo-political tensions continue to pose challenges. Domestically, rising urbanisation and demand for branded apparel offer growth opportunities, though inflation and unorganised sector competition impact margins.

Input costs remain volatile, especially cotton and crude derivatives, exerting pressure on profitability. The Company is enhancing operational efficiency, streamlining raw material sourcing, and increasing reliance on renewable power to manage costs and ESG compliance.

Risk management efforts have been strengthened, with tighter credit controls and implementation of structured monitoring for financial, operational, and external risks.

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 Board is headed by Sri. K. Thiagarajan, Chairman & Managing Director of the Company. During the year under review, there were 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, 2025, the Board is comprised of 9 Directors out of which 1 Director is Executive, Chairman & Managing Director, 3 Directors are NonExecutive 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.

During the year under review, Five Board Meetings were held on 23.05.2024, 07.08.2024, 11.11.2024, 18.12.2024 & 10.02.2025. The maximum interval between any two consecutive Board Meetings did not exceed 120 days.

The details of the number and dates of meetings held by the Board and its Committees, attendance of Directors, and remuneration paid to them are given separately in the attached Corporate Governance Report.

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

Dr. (Smt.) Uma Kannan Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment as a Director of the Company. She is proposed to be re-appointed as a Director of the Company. The details of the proposed reappointment of Dr. (Smt.) Uma Kannan are forming part of the Corporate Governance report.

The Non-Executive Independent Directors have confirmed and declared that they are not disqualified to act as a Non-Executive Independent Drector 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 10.02.2025.

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.

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.

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.

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 2025 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.

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 K. Deenadayalan, Chief Financial Officer.

c) Smt K. Preyatharshine, Company Secretary.

The Company has in place 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 NonExecutive Independent Directors, and three Non-Executive Directors of which one is a Woman Director.

The Corporate Governance Report, which provides the required details 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, 2025 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 no instances of insider trading were observed, 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 2024 to the Board of Directors which and the same 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, 2025, which is attached as Annexure VIII and forms a part of this Report of the Directors.

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.

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 behavior, 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 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.

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.

During the year 2023-24, 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 is required to carry out related party transactions regularly, which may exceed the prescribed 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.

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.

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 CSR Policy, which was approved by the Board, 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 fully spent Rs.12.38 Lakhs, being the average profits for past three years, for the other than 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

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:

A Nomination and Remuneration Committee was constituted on April 24, 2014 and, as on 31st March, 2025, 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, 2025, the meeting was convened on 10.02.2025.

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.

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 10.02.2025.

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.

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 Clent 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 57769 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.

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 75^th Annual General Meeting.

Accordingly, the tenure of their appointment was extended at the 75^th 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.

The Notes to the financial statements referred in the Auditors Report are selfexplanatory. 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, forming part of the Annual Report, is enclosed with the financial statements.

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.

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 2025-26, 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.

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.

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. 06 and 11 of the Balance Sheet.

In compliance with Section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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.

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.

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.

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.

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.

For and on behalf of the Board of Directors,