VTM Ltd Management Discussions

Financial Performance:

The companys Sales Turnover has decreased by Rs.75 Lakhs from Rs.20,872 Lakhs to Rs.20,797 Lakhs registering a decrease of 0.36%. The depreciation has decreased to Rs.890 Lakhs. The Profit after depreciation has increased by Rs. 1,114 Lakhs from Rs.1,232 Lakhs to Rs. 2346 Lakhs. The Profit after tax has increased from Rs.914 Lakhs to Rs.1829 Lakhs as set out in the Directors Report.

Particulars	Unit of Measurement	31-Mar-23	31-Mar-24	Variation in %
Current Ratio	In multiple	15.40	7.71	(50%)
Inventory Turnover Ratio	In Days	65	79	22%
Trade Receivables Turnover Ratio	In Days	26	34	31%
Net Profit Ratio	In %	4.38%	8.80%	4%
Debt-Equity Ratio	In multiple	0.02	0.01	(50%)
Debt Service Coverage Ratio	In multiple	6-75	12.1	79%
Return on Equity Ratio	In %	6%	8.51%	2%
Net Capital Turnover Ratio	In Days	78	94	21%
Return on Capital Employed	In %	3.60%	6.38%	3%

Industry Structure and Developments:

Industry structure and developments have been elaborately stated in the Directors Report. Internal Control Systems and their Adequacy:

Internal Control Systems has been elaborately stated in the Directors Report.

Human Resources:

The Company has a recruitment and training policy to meet its HR needs. The Companys performance on the Industrial Relations front continues to be quite satisfactory.

Cautionary Statement:

Certain statements in the "Management Discussion and Analysis Report" may be forward-looking and are as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook - the ever-present risk factors.

Annexure I: Corporate Governance Report 2023-24

THE COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

The corporate governance framework of the company is led by the following practices:

Corporate Governance is about meeting our goals responsibly and transparently while being accountable to our stakeholders. Our companys governance considers the long-term interest of every stakeholder as we operate with a commitment to integrity, fairness, equity, transparency, accountability, and commitment to values. The framework lays down procedures and mechanisms for enhancing leadership for smooth administration and productive collaboration among employees, the value chain, the community, investors, and the Government.

The Company, in addition to compliance with regulatory requirements, also endeavours to ensure high standards of ethical conduct in the Organization.

1. A Report on Corporate Governance is given below and Auditors certificate in compliance with the provisions of Corporate Governance is enclosed separately.

2. BOARD OF DIRECTORS

2.1. Composition and Category of Directors:

The Board of Directors as of 23rd May, 2024 consists of Nine Directors: One Executive Director, Three Non-Executive Directors, and Five Independent Directors, and thus it complies with SEBI Regulations. The details of the composition of the Board of Directors are as follows:

Name of the Director	Category	Particulars
Sri K.Thiagarajan	Chairman and Managing Director	Executive Director
Dr. (Smt.) Uma Kannan	Director	Non-Executive Woman Director
Sri V. Kasinathan	Director	Non-Executive Director
Sri RM.Somasundaram	Director	Non-Executive Director
Sri T.N.Ramanathan	Director	Non-Executive Director
Sri Ganesh Ananthakrishnan	Director	Non-Executive Director
Sri M.Anbukani	Director	Non-Executive Director
Sri L.Sevugan	Director	Non-Executive Director
Sri C.R.Venkatesh	Director	Non-Executive Director

During the financial year, Sri T. Kannan, Former Chairman and Managing Director of the company passed away on 23.05.2023. Sri K. Thiagarajan was designated as Chairman and Managing Director of the company with effect from 11.09.2023. Sri.K. Vethachalam, Non-Executive Director resigned from the Board and Sri. V. Kasinathan was inducted as an Additional Director on 11.09.2023. The Shareholders Approval regarding the appointment of Mr. K. Thiagarajan as

Chairman and Managing Director and regularization of the appointment of Mr. V. Kasinathan was obtained in the Extra-ordinary General Meeting held on 27th November 2023.

2.2. Details of the Directors

The current composition of the Board of Directors complies with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the provisions of the Companies Act, 2013.

In the present Board, Sri. K. Thiagarajan, Chairman & Managing Director, Dr.(Smt.) Uma Kannan are related to each other.

None of the Directors on the Board is a member of more than 10 Committees as per the requirements of Regulation 26 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Necessary disclosures have been made by the Directors in this regard.

The Board meets at least once a quarter to review the performance of the Company and also meets as and when to transact any special business that may arise.

Sri. RM. Somasundaram, 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 personal information about Sri. RM. Somasundaram, given as below:

Sri. RM. Somasundaram is a Non-Executive Non-Independent Director of the Company. He joined the Board of Directors of the Company in February 1984.

Sri. RM. Somasundaram is a Commerce Graduate who has very long and valuable experience in the textile industry and he is also on the boards of textile mills as follows:

1. Sree Kannathal Mills Private Ltd.

2. SK.AR.SM. Textiles P. Ltd.

He holds 60,000 Shares by himself in the Company.

Except Sri. RM. Somasundaram, being an appointee, none of the Directors of the Company and their relatives is concerned or interested in the resolution set out at Item No.3 of AGM notice.

All Directors have certified that the disqualifications mentioned under Sections 164, 167, and 169 of the Companies Act, 2013 do not apply to them. Independent Directors have confirmed that they have complied with the Code for Independent Directors mentioned in Schedule IV of the Companies Act, 2013 and that they are not disqualified to act as an Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013.

Independent Directors Criteria

The Board of Directors confirms that the Independent Directors fulfill the criteria in respect of their independency as referred under the provisions of Section 149 and Schedule IV to the Companies Act, 2013 and under the regulations referred to in the SEBI (LODR) Regulations as amended from time to time.

Familiarization Programme: At the time of induction, the Company familiarizes the Independent Directors concerning their role & responsibilities, industry outlook, business strategy, Companys operations, etc. Thereafter, the Independent Directors are provided with necessary documents, reports, internal policies, and updates to familiarise them with the Companys business, policies, procedures, and practices at various Meetings held during the year.

2.3. Code of Conduct

The Code of Conduct laid down by the company, which has been adopted by the Board of Directors, applies to the Directors and all employees of the Company. This Code of Conduct emphasizes the Companys commitment to compliance with the highest standards of legal and ethical behaviour. The Code of Conduct is available on the website of the Company www. vtmill.com under the heading ‘Investor Information. All Directors and senior management have adhered to the Code of Conduct of the Company during the year and have signed declarations of compliance to the Code of Conduct. The declaration signed by Chairman and Managing Director, is given separately in the Annual Report.

2.4. List of skills/expertise or competence of the Board of Directors

The Board comprises Members who have varied skills, experience, and knowledge to effectively govern and direct the organization. The skills and attributes ofthe Board can be broadly categorized as follows:

• Governance skills (skills directly relevant to performing the Boards varied functions, including key functions).

• Industry skills (Skills relevant to the Textile industry).

• Financial skills (Skills relevant to Finance, Treasury, and Banking Management).

• Accounting skills (Skills relevant to Accounting Functions).

• Administrative skills (Skills relevant to administrative functions).

Details of listed entities where the Directors of the Company are Directors and category of Directorship:

Directors	Listed Entities	Category of Directorship
Sri Ganesh Ananthakrishnan	DSM Geodata Limited	Director

2.5. Shareholding of Directors and Key Managerial Personnel

As of March 31, 2024 the following shares of the Company were held by Directors:

Name	Designation	No. of shares
Sri K. Thiagarajan	CMD	739200
Sri RM. Somasundaram	Director	60000
Sri V.Kasinathan	Director	3000

No other Director or Key Managerial Personnel holds any shares in the Company.

2.6. Board Meetings, Annual General Meeting and Attendance

During the year under review, Board Meetings were held and sitting fees have been paid to the Directors as detailed herein:-

Director Name	03.05.23 (Rs.)	14.06.23 (Rs.)	28.07.23 (Rs.)	11.09.23 (Rs)	10.11.23 (Rs)	07.02.24 (Rs)	Total (Rs.)
T. Kannan
K. Thiaqaraian	5000	5000	5000	-	-	-	15000
Uma Kannan	5000	5000	5000	5000		5000	25000
RM. Somasundaram	5000	-	5000	5000	5000	5000	25000
V. Kasinathan	-	-	-	-	-	5000	5000
M. Anbukani	5000	5000	5000	-	5000	5000	25000
T.N. Ramanathan	-	-	-	-	-	-	-
K. Vethachalam	5000	5000	-	5000	-	-	15000
Ganesh Ananthakrishnan	-	-	5000	5000	5000	5000	20000
L. Sevuqan	5000	5000	5000	5000	5000	5000	30000
C.R. Venkatesh	-	-	-	-	5000	-	5000
TOTAL	30000	25000	30000	25000	25000	30000	165000

No sitting fees were paid to Sri T. Kannan, Former Chairman and Managing Director, Sri K. Thiagarajan, Chairman and Managing Director with effect from 11.09.2023, and Mr. T.N. Ramanathan, Independent Director.

Smt K. Preyatharshine, Company Secretary of the Company has attended all meetings of the Board of Directors.

2.7. Board Committees

In line with the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations (LODR) 2015, the Company has constituted an Audit Committee, a Nomination and Remuneration Committee, and a Stakeholders Relationship Committee.

These Committees composition, terms of reference, attendance, and other details are mentioned later in this Report.

2.8. Directorships and Committee membership in other companies

None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees [as specified in Regulation 26 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015] across all listed companies in India of which he/ she is a Director.

Independent Directors do not serve in more than 7 listed companies. None of the Independent Directors are whole-time Directors in any listed Company.

Directorships and Membership of Committees in other companies held by Directors as on March 31, 2024 and the Attendance of the Directors at the Board meetings and the Annual General Meeting is given below:

Names of the Directors	Cate gory	No. of Board Meetings attended in VTM	Attendance at the last AGM held on 03.07.2023	No. of Other Directorships in other companies	No. of member -ships in Board Committees in VTM	Whether Chairman / Member
Thiru T. Kannan*	ED	1
Thiru K. Thiagarajan	ED	3	V	3	2	Member
	NED	3
Dr.(Smt.) Uma Kannan	NED	5		4
Thiru RM. Somasundaram	NED	5		3	-
					-
Thiru T.N.Ramanathan	NEID	4	V		1	Chairman
Thiru K. Vethachalam***	NED	3		8	1	Member
Thiru Ganesh Ananthakrishnan	NEID	4		4	2	Member
Thiru L.Sevuqan	NEID	6		1	2	Member
Thiru C.R.Venkatesh	NEID	1		2
Thiru M.Anbukani	NEID	5		4	2	Chairman
Thiru V.Kasinathan**	NED	1		1	1	Member

ID: Independent Director VTM - VTM LIMITED

NED-Non Executive Director. NEID-Non Executive Independent Director.

Note:

1. Thiru K. Thiagarajan, CMD, Smt Uma Kannan, Director and Thiru.TN.Ramanathan, Director have attended the Annual General Meeting held on 03.07.2023.

2. * Thiru T.Kannan ceased to be a Board member, due to death on 23rd May, 2023.

3. ** Thiru V.Kasinathan was appointed to the Board in the meeting held on 11.09.2023

4. *** Thiru K.Vethachalam resigned from the Board with effect from 11.09.2023

3. AUDIT COMMITTEE

3.1. Constitution and Composition: The Audit Committee was constituted during the financial year 2001-2002, and reconstituted in view of the changes in Independent Directors in 202223. Accordingly, the Audit Committee composition has been as under:

From 1-4-2022 till 18-09-2022 consists of the following Directors

Director	Category
Thiru A. Mariappan	Chairman
Thiru Ganesh Ananthakrishnan	Member
Thiru L.Sevugan	Member

From 19-09-2022 till 28-10-2022 consists of the following Directors

Director	Category
Thiru Ganesh Ananthakrishnan	Chairman
Thiru L.Sevugan	Member
Thiru C.R.Venkatesh	Member

From 28-10-2022* consists of the following Directors

Director	Category
Thiru M.Anbukani	Chairman
Thiru Ganesh Ananthakrishnan	Member
Thiru L.Sevugan	Member

*from end of the meeting

There is no change in the composition of the Audit committee. The Chairman and Managing Director is the permanent invitee to all meetings. The Company Secretary is the Secretary to the Audit Committee. All Directors are financially literate, and Sri M. Anbukani, Independent Director, has expertise in industry-related financial management. Besides, Sri Ganesh Ananthakrishnan also has sound finance experience and industrial knowledge (including software). Sri L. Sevugan has industry experience. The Statutory Auditors are invited to the meetings to discuss with the Directors the scope of the audit, their comments, and recommendations on the accounts, records, risks, internal procedures, and internal controls of the Company.

3.2. Terms of Reference: The terms of reference of the Audit Committee cover all the areas mentioned under Part C of the Schedule II to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Board has also included in the terms of reference of the Audit Committee, the monitoring, implementing and review of risk management plan as required under Regulation 18 and as per Part C (Role of Audit committee) of Schedule II of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Audit Committee therefore include the whole review of financial reporting process and all financial results, statements and disclosures and recommending the same to the Board, reviewing the internal audit reports and discussing the same with the Internal Auditors, reviewing internal control systems and procedures, to meet the statutory auditors and discuss their findings, their scope of audit, Post audit discussion, adequacy of internal audit functions, audit qualifications, if any, appointment / removal and remuneration of auditors, changes in accounting policies and practices including Ind AS, reviewing approval and disclosure of all related party transactions, reviewing with the management, the performance of the statutory and internal auditors and their remuneration, compliance with listing agreements / SEBI(LODR) Regulations, and other legal requirements and the Companys financial and risk management plan and policies and its implementation, disaster recovery policies and compliance with statutory requirements.

3.3. Internal Audit: The Internal Audit of the Company is carried out by M/s. GSN & Associates, Chartered Accountants, Coimbatore, periodically and they interact with Statutory auditors for the Companys audit matters.

3.4. Attendance: During the financial year ended March 31, 2024, Five meetings of the Audit Committee were held :

Director Name	03.05.23 (Rs.)	27.07.23 (Rs.)	11.09.23 (Rs.)	10.11.23 (Rs)	07.02.24 (Rs.)	Total (Rs.)
Ganesh Ananthakrishnan			5000		5000	10000
L.Sevugan	5000	5000	500	5000	5000	25000
M.Anbukani	5000	5000	-	5000	5000	20000
TOTAL	10000	10000	10000	10000	15000	55000

4. Remuneration to Directors

Total Remuneration paid to Non-Executive Directors for attending meetings of the Board and Committees during the year ended March 31, 2024 is given below :

Name of the Director	Sitting Fees (For Board & Committee Meetings)
Thiru T. Kannan (Former Chairman and Managing Director)	-
Thiru K.Thiagarajan (Chairman and Managing Director w.e.f. 11.09.2023)	Rs. 15000/-
Dr. (Smt.) Uma Kannan	Rs.25000/-
Thiru RM. Somasundaram	Rs.25000/-
Thiru V.Kasinathan	Rs. 10000/-
Thiru K.Vethachalam	Rs. 15000/-
Thiru T.N.Ramanathan	—
Thiru Ganesh Ananthakrishnan	Rs.40000/-
Thiru L.Sevugan	Rs.65000/-
Thiru M.Anbukani	Rs.50000/-
Thiru C. R.Venkatesh	Rs.5000/-

Mr. K. Vethachalam is not forming part of Board from 11.09.2023, due to his resignation.

5a. NOMINATION AND REMUNERATION COMMITTEE

Constitution and Composition: The Nomination and Remuneration Committee was constituted on April 25, 2014 in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Sri. Ganesh Ananthakrishnan, an Independent Director, is the Chairman of the Committee. The other members were Sri.T.Kannan and Sri.M.Anbukani.

The committee was reconstituted after the demise of Sri T Kannan.

From 14-06-2023 Consists of the following Directors

Director	Category
Thiru M.Anbukani	Chairman
Thiru Ganesh Ananthakrishnan	Member
Thiru L.Sevugan	Member
Thiru K. Thiagarajan	Member

Terms of Reference: The terms of reference of the Nomination and Remuneration Committee cover all the areas mentioned under Schedule II Part D of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The broad terms of reference of the Nomination and Remuneration Committee therefore include recommending a policy relating to remuneration and employment, terms of Whole Time Directors and senior management personnel, adherence to the remuneration/employment policy as finally approved by the Board of Directors, preparing the criteria and identify persons who may be appointed as Directors or Senior Management of the Company, preliminary evaluation of every Directors performance, Board diversity, compliance of the Code for Independent Directors referred to in Schedule IV of the Companies Act, 2013, compliance with the Companys Code of Conduct by Directors and employees of the Company, reporting non-compliances to the Board of Directors, recommending draft of the report required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which will form part of the Directors Report to Shareholders, monitor loans to employees and any other matters which the Board of Directors may direct from time to time.

During the financial year ended March 31, 2024, there were one meeting as below:

Director Name	11.09.2023 (Rs.)	Total (Rs.)
Ganesh Ananthakrishnan	5000	5000
M.Anbukani	-	-
L.Sevugan	5000	5000
K.Thiagarajan	-
TOTAL	10000	10000

Remuneration Policy: During the year, the Committee reviewed the Nomination and Remuneration Policy and as recommended by the Nomination and Remuneration Committee, the policy has been approved by the Board of Directors.

The terms of reference of the Committee inter alia, include the following:

Succession planning of the Board of Directors, and Senior Management Employees.

Identifying and selecting of candidates for appointment as Directors / Independent Directors based on certain laid down criteria; identifying potential individuals for Senior Management positions.

Formulate and review from time to time, the policy for the selection and appointment of Directors, Key Managerial Personnel, and senior management employees and their remuneration.

Review the performance of the Board of Directors and Senior Management Personnel based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable to attract, retain good managerial talent.

Remuneration to Directors:

Sri K.Thiagarajan, the Chairman and Managing Director of the company is entitled to a remuneration not exceeding 5% of the Net Profits as computed u/s. 198 of the Companies Act, 2013, and accordingly a sum of Rs.50.00 lakhs has been provided as remuneration for the year 2023-24.

The Non-Executive Directors are entitled to sitting fees for every meeting of the Board or Committee thereof attended by them. They are also entitled to a commission not exceeding 1% of the Net Profits of the Company.

5b. Corporate Social Responsibility Committee:

The Company established the 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 a 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 Companys website.

Separate Meeting of Independent Directors:

The Independent Directors of the company are T.N.Ramanathan, Ganesh Ananthkrishnan, M. Anbukani, L. Sevugan and C.R. Venkatesh. They met on 07th February, 2024 without the attendance of Non-Independent Directors and members of management, and

C.R. Venkatesh was granted leave of absence. They deliberated and reviewed the performance of the Non-Independent Directors and the Board as a whole. Besides they assessed the quality, quantity, and timeliness of the flow of information between the Companys management and the Board members that is essential for the Board to effectively and reasonably perform their duties.

SHARES:

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee considered and reviewed the Terms of Reference of the Committee taking into account the additional role of SRC as amended under Schedule II Part D(B) of the SEBI (LODR) Regulations, 2015.

Constitution and Composition: The Stakeholders Relationship Committee has been reconstituted in terms of Regulation 20 of the SEBI (LODR) Regulations duly amended consisting of Sri T.N. Ramanathan an Independent Director as Chairman and Sri T. Kannan and Sri K. Vethachalam as Members of the Committee. The committee was reconstituted after the demise of Sri T Kannan.

The committee consists of the following Directors

Director	Category
Thiru T N Ramanathan	Chairman
Thiru K Thiagarajan	Member
Thiru V Kasinathan	Member

The Committee met once during the year at 07.02.2024. The Stakeholders Relationship Committee has approved during the year, the transfers, transmissions, and demat requests. Smt K Preyatharshine, Secretary of the Company, is also the Secretary and Compliance Officer for the Committee.

During the year seventeen grievances regarding non-receipt of shares applied for transfer/ transmission, non-receipt of dividend, Balance Sheet and related matters, KYC Update, Name Change Request, IEPF Claim were received from the shareholders. Except two, all the other queries were redressed and resolved. No shares were pending for transfer at the close of the year.

Reconciliation of Share capital audit:

Mr. S. Ramalingam, PCS (CP Number:23495) carries out the Reconciliation of the Share capital audit as mandated by SEBI, and reports on the Reconciliation of total issued and Listed capital, and that of total capital admitted/held in Demat form with CDSL, and NSDL, and those held in physical form. This audit is carried out every quarter, and the report thereon is submitted to stock exchanges, and also placed before the Board.

Information on Unclaimed Dividend:

The company till the financial year ended 2024, has transmitted 864000 equity shares of the company into the 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 IEPF Rules. These equity shares were the shares of holders whose unclaimed dividends pertaining to the earlier years, had been transferred to IEPF and who had not encashed their dividends for seven subsequent financial years. The company during the year ended 2024, has transmitted 65900 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 IEPF rules, relating to year 2014-15, totalling 864000 shares in the above said NSDL demat account (DP ID Client id IN300708-10656671).

The Company intimated through individual reminders to concerned shareholders advising them to encash their dividend, for the unclaimed period, before the transfer of the shares to the Fund.

The Company will be intimating through individual reminders to concerned shareholders advising them to encash their dividend and the complete list of such shareholders, whose shares will be due for transfer to IEPF during 2024-25 and it has been placed on the website of the company.

Under provisions of the Companies Act 2013, Company is committed to making timely payments of dividends.

The Unclaimed dividends relating to the past 7 years are as below:

Particulars	Year	Amount
	Relating to	Rs.
Unclaimed dividend	2016-17	1257943.50
Unclaimed dividend	2017-18	1243863.00
Unclaimed dividend	2018-19	1475693.10
Unclaimed dividend-Int	2019-20	1072333.80
Unclaimed dividend	2020-21	812809.00
Unclaimed dividend	2021-22	921555.30
Unclaimed dividend	2022-23	765787.60
Unclaimed dividend Int	2023-24	246890.00

Distribution of Shareholding as on 31.03.2024:

No. of Shares held	No. of Shareholders	% of Shareholders	No. of Shares	% of Shareholding
Up to 5000	4249	95.01	2014126	5.01
5001 - 10000	88	1.97	613443	1.52
10001 - 20000	61	1.36	880302	2.19
20001 - 30000	22	0.49	579376	1.44
30001 - 40000	15	0.34	519343	1.29
40001 - 50000	3	0.07	132914	0.33
50001 - 100000	17	0.38	1293382	3.22
100001 - above	17	0.38	34194714	85.00
Total	4472	100.00	40227600	100.00

Shareholding pattern as on 31st March, 2024:

Shareholders	No. of Shares held	% of total shares held
Promoters	30169700	75.00
Corporate Bodies	1319953	3.28
Public	8649658	21.50
NRIs	88289	0.22
Total	40227600	100.00

The Company has not issued any ESOP or ESOS to its Employees / Directors. Dematerialization of shares:

The shares of the Company have been dematerialized and the unique ISIN number allotted for the Company as under:

ISIN: INE222F01029

Currently, 96.61% of the total shares have been dematerialized. The Shares held by Promoters have all been dematerialized. Listing at Stock Exchanges:

Sl.No.	Name of the Exchange	Code	Address
1.	Bombay Stock Exchange Ltd	532893	Regd. Office: Floor 25, PJ Towers, Dalal Street, MUMBAI - 400 001.

 

TRADING SYMBOL AT BSE	: VTM
Demat ISIN No.	: INE222F01029
Exchange	: BSE

Share Price movements - Market price data :

Month	HIGH	LOW
	Rs.	Rs.
APRIL 2023	51.55	45.60
MAY 2023	54.78	47.25
JUNE 2023	55.20	50.00
JULY 2023	61.70	50.25
AUGUST 2023	61.50	54.00
SEPTEMBER 2023	65.60	55.30
OCTOBER 2023	62.90	54.12
NOVEMBER 2023	63.40	58.31
DECEMBER 2023	66.70	55.71
JANUARY 2024	69.99	61.35
FEBRUARY 2024	79.00	64.00
MARCH 2024	77.00	65.00

The share quotations are stated for the Re 1/- Face value of the companys equity share.

Stock Options:

NIL.

Plant Location: Sulakarai, Virudhunagar, Pin: 626 003.

6.1 Compliance Officer : Smt K Preyatharshine, Company Secretary, is the Secretary and the Compliance Officer and her contact details are given below :

Smt K Preyatharshine,

Company Secretary and Compliance Officer,

VTM Limited Sulakarai,

Virudhunagar-626003

Phone : 0452 -2482595-Ext 508 Email : complianceofficer@vtmill.com

6.2 Details of Request / Grievances from Shareholders:

No. of complaints remaining unresolved
as on 31.03.2023	: 1
No. of Requests received during the year	: 17
No. of Requests resolved during the year	: 17
No. of unresolved as of 31.03.2024	: 1

7. GENERAL BODY MEETINGS

Particulars of last three Annual General Meetings are given below. Details of the last three Annual General Meetings (AGM).

AGM for the Financial Year ended	Date & Time of AGM
31st March, 2023	03rd July 2023 at 12.05 PM
31st March, 2022	30th June 2022 at 11.00 AM
31st March, 2021	23rd June 2021 at 11.00 AM

EGM / Postal Ballot meetings:

There was one EGM conducted during the financial year 2023-2024 on 27th November 2023 at 12.00 Noon.

An event through physical and e-voting was carried out for approval (of the appointment of the Chairman and Managing Director and Regularization of Director appointment).

All the resolutions set out in the AGM Notice were passed by the Shareholders (e-voting).

The Annual General Meetings were held at the Registered Office of the Company.

7.1 Pledge of shares held by Promoters: No pledge has been created by the Promoters on the equity shares held as on March 31, 2024.

7.2 Special resolutions:

The company has passed special resolution for the appointment of Sri. T N Ramanathan as Independent Director for the Second term of five years from 01.04.2024 in the Annual General Meeting held on 03rd July, 2023.

The company has also passed a special resolution to appoint Sri. K.Thiagarajan as the Chairman and Managing Director of the Company with effect from 11.09.2023 for a period of Five years in the Extraordinary General Meeting held on 27th November, 2023.

At the ensuing 77th Annual General Meeting to be held on 24th July, 2024 no resolution is proposed to be passed by postal ballot.

7.2.1 Pursuant to Section 108 and other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and other applicable requirements, voting at the 77th Annual General Meeting will be made through electronic voting. The electronic voting period commences on 19th July, 2024 (9:00 am) and ends on 23rd July, 2024 (6:00 pm) both days inclusive.

7.2.2 Scrutinizer for electronic voting : Mr. S.Ramalingam, Practising Company Secretaries (C.P No. 23495) of Madurai, has been appointed as the Scrutiniser to scrutinize the electronic voting process fairly and transparently and to give his report to the Chairman.

8. DISCLOSURES:

8.1 Details oftransactions with related parties have been reported in the Notes to Accounts.

All the transactions with related parties are at arms length basis. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and as per Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length pricing basis.

There were no materially significant transactions with the related parties during the year, that were in conflict with the interests of the company and that require approval of the company in terms of SEBI (LODR) Regulations.

The Transactions with the related parties of a routine nature have been reported as per Ind AS 24 notified under Companies (Indian Accounting Standards) Rules, 2015.

8.2 Disclosure of Accounting Treatment: Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16th February, 2015 relating to the Companies (Indian Accounting Standards) Rules, 2015 the Company has adopted "Ind AS" with effect from 1st April 2017. Accordingly, the Financial Statements for the year 2023-24 have been prepared in compliance with the Companies (Indian Accounting Standards) Rules, 2015.

8.3 Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Ind AS Financial Statements.

8.4 There were no instances of non-compliance by the Company or any penalties or strictures imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

8.5 The Company has in place an Employee Concern (Whistle Blower) which is also available on the Companys website. No personnel has been denied access to the Audit Committee to lodge their grievances.

8.6 All mandatory requirements have been appropriately complied with.

8.7 The Management Discussion and Analysis Report forms a part of the Directors Report.

8.8 No presentations were made to institutional investors and analysts during the year.

8.9 The Company does not have any Subsidiary or Associate.

8.10 There have been no public issues, rights issues, or other public offerings during the past five years. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

8.11 Disclosures

a) Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013, and the Listing Regulations during the financial year 2023-24 were in the ordinary course of business, and arms arms-length basis and approval ofthe Audit Committee was also obtained. Necessary disclosures regarding Related Party Transactions are given in the notes to the Financial Statements.

The Board has approved a policy for Related Party Transactions and the same has been uploaded on the website of the Company. The web link thereto is as under https://www.vtmill.com/images/investor/Policy_on_Related_Party_ Transactions.pdf

b) Compliance with Indian Accounting Standards (Ind-AS)

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Indian Accounting Standards (Ind AS). The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements. There is no deviation in following the treatments prescribed in Ind AS in the preparation of financial statements for the year 2023-24.

c) Statutory Compliance, Strictures and Penalties

The Company has complied with all the requirements of the Stock Exchanges as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI). There were no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

The Company has obtained an Annual Compliance Certificate for the year ended 31st March 2024 as per SEBI Circular from Mr. S. Ramalingam, B.L., ACS., Practising Company Secretary confirming compliance with SEBI regulations.

d) CMD & CFO Certification

The CMD Sri. K. Thiagarajan and CFO Sri. K. Deenadayalan, has certified to the Board about the financial statements and other matters as required by the SEBI Listing Regulations. The certificate is appended as an Annexure to this report. They have also provided quarterly certificates on financial results while placing the same before the Board pursuant to Regulation 33 of the SEBI Listing Regulations.

e) Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has formulated 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 Companys operations, business performance, securely and confidentially. The said policy provides adequate safeguards against victimization of Directors/ employees. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company under the web-link -

https://www.vtmill.com/images/investor/Whistle-Blower-Policy-Vigil-

Mechanism.pdf.

The Company affirms that no personnel of the Company has been denied access to the Audit Committee to lodge their grievances.

f) Certificate on Non-disqualification of Directors

The Company has obtained a certificate from Mr. S. Ramalingam, Practising Company Secretary confirming that none of the Directors of the Company have been debarred or disqualified by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such authority from being appointed or continuing as Director of the Company and the same is also attached to this Report.

g) Subsidiaries

The Company does not have a Subsidiary or Associate.

9. MEANS OF COMMUNICATION

9.1 Quarterly results are published in the Business Standard (All India Edition) and the Tamil version thereof in Malai Malar, within the stipulated time (within 48 hours) after the Board meeting where the results are approved as mentioned in the SEBI Regulations. These financial results and quarterly shareholding pattern are electronically transmitted/Uploaded to the stock exchange and are also uploaded on the Companys website www.vtmill.com.

9.2 Shareholder communication including Notices and Annual Reports are being sent to the email addresses of Members available with the Company and the Depositories. Annual Accounts are sent to Members at least 25 days before the date of the Annual General Meeting.

The Management Discussion and Analysis Report forming part of the Annual Report is enclosed. [Regulation 34 and Schedule V of the Listing SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.]

9.3 The Companys website:

www.vtmill.com makes online announcements of Board Meetings results of the quarterly financial results, announcement of the date of the Annual General Meeting and proposed dividend, and other announcements. Copies of Notices sent to Shareholders are also available on the website, along with the newspaper publication.

9.4 Date of payment of Dividend:

Dividends if declared in the Annual General Meeting will be paid to the shareholders within the stipulated time as per the Act.

9.5 Status of Physical shares-Suspense Escrow demat account:

As per SEBI Notification dated 24th January, 2022 and SEBI Circular dated 25th January, 2022 in case the securities holder/claimant fails to submit the demat clearance, as given by the RTA (K Fin technologies Ltd) to the DP within the specified period of 120 days (as per circular dated 1st April, 2022) RTA / Issuer Companies shall credit the securities to the Suspense Escrow Demat Account of the Company, exclusively opened by the Company (as directed by SEBI) for this purpose.

Therefore, due to the above reason and due to the SEBI circular on early conversion of physical shares into Demat shares, the physical shareholders shall have to adhere to the timeline and also dematerialize their shares as early as possible.

9.6 Address for communication :

All communication regarding share transactions, change of address, bank mandates, nominations, etc. should be addressed to the Company and the Registrars and Share Transfer Agents of the Company at the following address :

Registrar & Transfer Agent:

KFin Technologies Ltd.

(Unit: VTM LIMITED)

Karvy Selenium Tower B, Plot No 31 & 32,

Financial District, Nanakramguda,

Serilingampally Mandal, Hyderabad - 500 032.

Ph : +91 040 67161518

Contact Person: Mr.D.SURESH BABU - Manager - Corporate Registry.

The shareholders should also address their correspondence to:- Smt K Preyatharshine,

Company Secretary VTM LIMITED

Chairmans Office: Thiagarajar Mills Premises Kappalur, Madurai-625 008.

Phone: 0452-2482595

Grievances, if any, may also be addressed to the Company Secretary at email at complianceofficer@ vtmill.com

Shareholders are requested to mention their Folio Nos., DP-ID, and Client ID in case of Demat shares, phone and mobile nos., and their Email ID so that the Company/Compliance Officer can contact them and redress their complaints immediately. However, for instructions like the change of bank mandate, change of address, transfers & transmission of shares, etc. letters duly signed by the Shareholders concerned should be sent, otherwise, such requests cannot be processed by the Registrars. Email ID of Shareholders will have to be registered with the Company to enable the Company or the Registrars to communicate electronically.

Communication to shareholders on Email - Green Initiative of Exchanges:

As mandated by the Ministry of Corporate Affairs (MCA), and as per ESG Guidelines (Environment Social and Governance Guidelines) specified documents like Notices, Annual Reports, ECS advice for Dividends, etc. are sent to the shareholders at their email address, as registered with their Depository Participants / Company / Registrar and Transfer Agents (RTA), which help in prompt delivery of a document, reduce paper consumption, save trees and avoid loss of documents in transit. Due to this reason Shareholders holding shares in Physical form are requested to send their email id to company.

GENERAL SHAREHOLDER INFORMATION

1. Date, Time and Venue of the : Annual General Meeting.	24th July, 2024 at 10.00 am at the Registered Office at Sulakarai, Virudhunagar.
2. Dates of Book Closure/Record : date for Financial Year 2023-24	Register of Members will be closed from 12 July, 2024 to 24th July, 2024.
3. Results for Quarter ending : June 30, 2024 (Provisional)	4th Week of July, 2024.
Results for Quarter ending : September 30, 2024 (Provisional)	3rd Week of October, 2024.
Results for Quarter ending : December 31, 2024 (Provisional)	3rd Week of January, 2025.
Financial Calendar - 1st April 2024 : To 31st March 2025 (Audited)	4th Week of April, 2025.