Dear Shareholders,

Your Board of Directors have pleasure in presenting the Fifty First Annual Report and the Company' audited financial statements for year ended 31st March, 2026.

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, 2026 is summarized below.

The sales turnover for the year is Rs.8,022.75 lakhs as against Rs. 7,964.93 lakhs in the previous year. The loss during the year is Rs. 566.99 Lakhs as against the loss of Rs.331.48 lakhs in the previous year. The entire loss has been transferred to retained earnings. No dividend has been considered due to loss.

The performance of the engineering division has been sluggish as in previous year, affected by reduced inflow of orders and low capacity utilization. Textile Division's capacity utilization was marginally lower than last year. No profit 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.2.10 lakhs.

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

The existing products of the company are under continuous development to improve productivity, savings in power and reduce cost of production.

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 term loans outstanding as at 31/03/2026 is Rs.184.18 Lakhs. For working capital, the Company has a fund based limit of Rs.1100 lakhs with sub-limits for non-fund based requirements. The total outstanding of working capital limits as at 31/03/2026 is Rs.937.37 lakhs.

The Company has serviced the interest / repayment obligations of all the above loans, in time, without any delay.

The Company also has unsecured loans from Directors / Promoters. The total loan amount as at 31/03/2026 is Rs.2,076.78 lakhs. The interest rate is 7.5% pa. Considering the losses for the year, the promoters have waived the interest on this loan for the year 2025-26. 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 condition that promoters have to infuse additional funds to improve the liquidity / current ratio / net working capital.

The copy of the Annual return is disclosed in the Company's website www.veejalyakshmi.com

Six 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.

Your Directors hereby state that

- in preparation of annual accounts for the financial year ended March 31, 2026, the applicable Accounting standards have been followed along with proper explanation relating to 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 31st March 2026.

- 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, 2026 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.

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.veejalyakshmi.com.

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.

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.

The Secretarial Audit has been carried out by Sri K. Duraisami, Secretarial Auditor. The Secretarial Audit report does not have any adverse observation.

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 31.3.2026. The Company has unsecured loans from Promoter Directors.

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.

No significant changes in the working of the Company from 31/03/2026 till the date of the report.

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.

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. The Company has no risk threatening the sustainability of the Company.

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.

Sri D. Ranganathan, whole-time Director resigned as Director from 23-06-2025. Sri. V.J. Jayaraman, promoter Chairman ceased to be a Director on his demise on 17-10-2025. Sri K. Narendra, Independent Director retired on 25-12-2025 on expiry of his 2nd term and Sri R. Gurubatham resigned as Independent Director due to personal reasons from 12-02-2026.

Smt Arthi Anand retires by rotation and being eligible offers herself for reappointment. A suitable resolution is being moved at the ensuing AGM for her reappointment. Sri Sargunam Ranganathan (DIN 05349896),Smt Indira Veeraraghavan (DIN11504997) and Sri Sanjay Dharamsi Shah (DIN11505021) were co-opted as additional Directors from 02-03-2026. Sri Sargunam Ranganathan has been appointed as Executive Director and Smt. Indira Veeraraghavan and Sri Sanjay Dharamsi Shah were appointed as Independent Non-Executive Directors by the General Body by Postal Ballot with effect from 10-04-2026.

The Audit Committee was reconstituted, as at end of the year comprises two Independent Directors Sri T.S.V. Rajagopal (Chairman), Smt. Sasirekha Vengatesh and a Non-Independent Director Smt Arthi Anand, 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

As per the provisions of Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Company has constituted an Internal Complaints Committee as per the requirements of the Act. The committee met periodically and conducted employee awareness programs during the year under review. No complaints were received by the committee during the year 2025-26.

The Company's equity shares continue to be listed at BSE limited and we confirm that listing fee for the financial year 2025-26 has been paid.

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, 2026 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, 2026: Median remuneration of employees in the financial year 2025-26.: Rs. 1,57,248/- pa.

b. There has been 9.30% increase in the median remuneration of the employees over that during the financial year 2024-25.

c. Number of employees on the rolls of Company as on 31st March, 2026 : 379

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 for other than managerial personnel is 1.28% 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

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.

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

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

The Company holds 26.2% shares in M/s Vejay 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.

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

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 at all levels and their contribution which is deeply acknowledged.