Your Directors present the Fiftieth Annual Report and the Company’s audited financial statements for
year ended 31^st March 2025.

1. STATE OF COMPANY’S AFFAIRS, DIVIDEND AND RESERVE
i. Financial performance / appropriations / transfer to reserves

The Company’s financial performance for the year ended March 31, 2025 is summarized below.

(' in Lakhs)

The sales turnover for the year is Rs.7964.93 lakhs as against Rs. 8709.10 lakhs in the previous
year. There is fall in turnover in both engineering and textile divisions due to reduced demand
for the products of the company. However, the loss has come down. The loss during the year is
Rs. 331.48 lakhs as against the loss of Rs.455.54 lakhs in the previous year. The entire loss has
been transferred to retained earnings. No dividend has been considered due to loss.

ii. operations:

The performance of the engineering division has been sluggish like previous year, affected by
reduced inflow of orders and low capacity utilization. Engineering division has, however, made some
profit due to better prices realized in local market and exports. Textile Division’s capacity utilization
was marginally higher than last year, but the sales turnover is less due to reduced prices for yarn.
No profits could be made as the margins were not adequate to cover the costs. More details are
provided in the Management Discussion and Analysis Report. The total capital expenditure incurred
during the year is Rs.56.77 lakhs.

industrial relations:

The relationship with the workmen has been cordial in all the units of the Company.

R&D

The existing products of the company are under continuous development to improve productivity, savings

in power and reduce cost of production.

BoRRoWiNGs:

Secured

The Company has term loans availed from the Banks for capital expenditure and the loans provided

during the covid crisis for working capital. The total secured term loans outstanding as at 31/03/2025

is Rs.295.38 Lakhs.

For working capital, the Company has a fund based limit of Rs.1500 lakhs with sublimits for non fund
based requirements. The total outstanding of working capital limits as at 31/03/2025 is Rs.922.77 lakhs.
The Company has serviced the interest / repayment obligations of all the above loans, in time, without
any delay.

Unsecured Loans from Directors/Promoters

The Company also has unsecured loans from Directors/Promoters. The total outstanding loan amount
as at 31/03/2025 is Rs.1730.69 lakhs. The interest rate is 7.5% pa. Considering the losses for the year,
the promoters have waived the interest on this loan upto 31.03.2028. As per the terms stipulated by
State Bank of India, the unsecured loans cannot be repaid without their approval and the rate of interest
should not exceed the rate charged by the Bank for the credit facilities given to the Company.

The losses during the current year and in previous year have affected the liquidity position of the
Company and reduction in net working capital. State Bank of India has also stipulated a condition that
promoters have to infuse additional funds to improve the liquidity / current ratio / net working capital.

2. ANNUAL RETURN

The copy of the Annual return is disclosed in the Company’s website: www.veejaylakshmi.com

3. NUMBER OF MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. Further details in this respect and
details of meetings of the committees are provided under the report on Corporate Governance.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby state that

• in preparation of annual accounts for the financial year ended March 31, 2025, the applicable
Accounting standards have been followed along with proper explanation. There has been no material
departures.

• 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 and loss of the
Company for the year ended 31^st March 2025.

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.

• the Directors have prepared the annual accounts for the financial year ending March 31, 2025 on
a going concern basis.

• the Directors had laid down internal financial controls to be followed by the Company and that such
Internal controls are adequate and are operating effectively.

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable
Laws and that such systems are adequate and operating effectively.

5. NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The appointment of Directors and fixation of their remuneration is as per the guidelines laid down in
the Nomination and Remuneration Policy of the Company formulated in compliance with section 178
of the Companies Act, 2013 and rules in this respect under the Act. The policy lays down the role of
the Nomination and Remuneration Committee, the criteria for appointment of managerial personnel and
independent directors and other matters as provided under sub-section (3) of Section 178 of the Act.
The Nomination and Remuneration Policy is available on the Company website: www.veejaylakshmi.com

6. DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves
to be appointed as independent directors under the provisions of the above act and the relevant rules.

7. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

M/s. N R D Associates., Chartered Accountants, statutory auditors of the Company, hold Office till the
conclusion of the Annual General Meeting to be held in 2027. The Statutory Auditors’ Report does not
contain any qualification, reservation or adverse remark. There is no instance of fraud reported by the
statutory auditors of the company.

Secretarial Auditor

The Board has appointed Mr K. Duraisami, Practicing Company Secretary to conduct Secretarial Audit
for the Financial Year 2024-25. The Secretarial Audit report does not have any adverse observation.

8. PARTICULARS OF LOANS/GUARANTEE/ INVESTMENTS/DEPOSITS

The Company has not provided any Inter-Corporate Loans/ Guarantees. Details of other loans/advances
and Investments of the Company in the shares of other Companies are provided under note 5 and 8(e)
of notes to Balance Sheet appearing elsewhere in this Annual Report. The amount of investment made
by the Company does not exceed the limits as specified in Section 186 of the Companies Act, 2013.

The Company has not accepted any deposits from public during the year and there are no deposits from
the public as at 31.3.2025. The Company has unsecured loans from Promoters / Directors.

9. cONTRAcTS AND ARRANGEMENTS WITH Related pARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and were on arm’s length basis. During the year, the
Company had not entered into any contract / arrangement / transaction with related parties which could
be considered material. Your Directors draw attention of the members to note No.31 to the financial
statement which sets out related party disclosures.

10. MATERIAL cHANGES AND cOMMITMENTS After 31/03/2025

No significant changes in the working of the Company from 31/03/2025 till the date of the report.

11. conservation OF ENERGY, TEcHNOLOGY ABSORpTION AND FOREIGN EXcHANGE
EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings
and outgo, as required to be disclosed under the Act, are provided in Annexure-3 to this report.

12. RISK MANAGEMENT

The Company follows a comprehensive and integrated risk appraisal, mitigation and management
process. The identified elements of Risk and Risk Mitigation measures are periodically reviewed and
revised by the Board of Directors. The Company’s Risk Management Policy, approved by the Board
is posted on the website of the Company. The Listing regulations in this respect (Reg.21(5) is not
applicable to the Company.

13. EVALuATION OF BOARD pERFORMANcE

The Nomination and Remuneration Committee of the Company has formulated the criteria for evaluation
of the performance of each director, Board of Directors, Committees of the Board and Independent
Directors. Based on this and the guidelines in this regard issued by SEBI the performance evaluation
has been undertaken. A separate meeting of independent directors has been convened for this purpose
during the year.

15. DIRECTORS

Sri. V.J. Jayaraman, Director will retire by rotation at the ensuing Annual General meeting and being
eligible he offers himself for reappointment.

16. AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee as at end of the year comprises Independent Directors Sri K. Narendra (Chairman),
Sri T.S.V. Rajagopal, Sri R. Gurubatham, Smt. Sasirekha Vengatesh and whole time Director cum Chief
Financial Officer Sri D.Ranganathan. All the recommendations made by the Audit Committee were
accepted by the Board.

The Vigil Mechanism of the Company also incorporates whistle blower policy stipulated under the Listing
Regulations. Execution of the responsibility in terms of the policy has been entrusted to the Audit
Committee. Protected disclosures can be made by a whistle blower through an e-mail, or over telephone
or by a letter to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower may be accessed on the Company’s website: www.
veejaylakshmi.com

17. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

As per the provisions of Sexual Harassment of Women at Workplace (prevention, prohibition and
redressal) Act, 2013, the Company has constituted a Complaints Committee within HR department. No
complaints were received by the committee during the year 2024-25.

18. equity capital / listing

The Company’s equity shares continue to be listed at BSE limited and we confirm that listing fee for the
financial year 2024-25 has been paid. There is no change in the paid-up share capital during the year.

19. particulars relating to remuneration of directors/employees

Disclosure under sub rule (2) of rule (5) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014:

a. Ratio of remuneration of each Director to the median remuneration of the employees of the Company
for the Financial Year ended March 31, 2025 and the percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the
Financial Year ended March 31, 2025:

Median remuneration of employees in the financial year 2024-25. : Rs. 143856/- pa.

b. There has been about 6% increase in the median remuneration of the employees over that during
the financial year 2023-24.

c. Number of employees on the rolls of Company as on 31^st March, 2025 : 454

d. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

Average percentile increase in remuneration other than managerial personnel is 27.88% and average
percentile increase / (decrease) in remuneration for managerial personnel is 1.97%.

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

Your Directors affirm that the remuneration is as per the Nomination and Remuneration Policy of
the Company.

f. Details of top ten employees in terms of gross remuneration:

Details given in Annexure 4.

g. There are no employees who are paid remuneration in excess of Rs.102 lakhs per annum or Rs.8.5
lakhs per month

20. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part
of this report. The requisite certificate from the practicing Company Secretary confirming compliance with
the conditions of Corporate Governance is attached to the report on Corporate Governance.

21. PARTICULARS OF CONTRACTS AND ARRANGEMENTS

The prescribed Form AOC-2 in this respect is attached as Annexure 2.

22. corporate social responsibility

Not applicable to the Company under the relevant provisions of the Companies Act, 2013.

23. AssOCIATE COMpANY

The Company holds 26.2% shares in M/s Veejay Sales and Services Limited which falls under the
category of Associate Company as per the provisions of the Companies Act. The main income of the
company is from generation of power through wind mills and the details are furnished separately in this
report under Annexure-I.

24. Acknowledgement

The Board of Directors wishes to place on record their sincere appreciation to the customers, suppliers,
business partners and group companies and shareholders for their support. The Directors would like to
thank the Bankers as well. The Directors would take this opportunity to express their appreciation for the
dedicated efforts of the employees and their contribution which is deeply acknowledged.

For and on behalf of the Board of Directors
Coimbatore (sd/-) V.J. JAYARAMAN

May 29, 2025 Chairman