Your Directors take pleasure in presenting their 79^th Annual Report along with the Audited
statement of accounts for the year ended 31^st 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 f37,198.13
lakhs for the financial year ended 31st March 2026, as compared to f34,452.68 lakhs in
the previous financial year, reflecting 7.97% year-on-year growth. Export turnover stood at
f 23,003.63 lakhs, accounting for 61.84 % of the total turnover, as against f 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 f 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 f1119.58 lakhs for the year ended 31st
March 2026, from f4537.41 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 5SCertification

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 wise performance

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

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 atwww.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.

Nomination and Remuneration Committee

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 75^th Annual General Meeting.

Accordingly, their 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.

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.

For and on behalf of the Board of Directors

Kappalur. Madurai. K. THIAGARAJAN

May 22, 2026. CHAIRMAN AND MANAGING DIRECTOR

(DIN:03638370)