Tatia Global Venture Ltd Directors Report

The standalone and consolidated financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA).

The highlights of the standalone & consolidated financial results of your Company along with previous years figures are as under:

(In Lakhs)

During the year under review, the Company has made a standalone profit of Rs.32.05 lakhs for FY 2024-25 as compared to standalone profit of Rs.62.23 lakhs for FY 2023-24. Similarly, your Company has made a consolidated profit of Rs.765.73 lakhs for FY 2024-25 as compared to consolidated profit of Rs.61.68 lakhs for FY 2023-24.

There is no change in the nature of business of your Company, during the year under review.

To conserve resources for future operations, the Board has decided not to declare any dividend for FY 2024-25.

Your Company proposes to transfer standalone profit of Rs. 32.05 lakhs and consolidated profit of Rs.765.73 lakhs to the General Reserve.

a) Corporate Governance Philosophy

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Companys philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board plays a central role in upholding and guiding this governance framework.

b) Board Diversity

Your Company recognizes the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, which will help us retain our competitive advantage. The Policy on Board Diversity adopted by the Board sets out its approach to diversity, which is available on our website at www.tatia.co.in. Additional details on Board diversity is available in the Report on Corporate Governance that forms part of this Annual Report.

c) Board Composition and Key Managerial Personnel (KMP)

The composition of the Board of Directors of your Company is in compliance with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”) and Section 149 of the Companies Act, 2013 (the “Act”).

As on the date of this report, the Board of Directors comprises of four Directors, further classified into one Executive Director and three Non-Executive Directors out of which two are Independent Directors. Further, out of the two Independent Directors, one is an Independent Woman Director. The Chairman of the Board is a Promoter-Executive Director.

As on the date of the report, your Company has the following Key Managerial Personnel (KMP). Mr. S.P. Bharat Jain Tatia Chairman & Managing Director Ms. Namrata Parekh Chief Financial Officer Mr. Madhur Agarwal Company Secretary and Compliance Officer d) Changes in Director and Key Managerial Personnel (KMP)

During the year under review, there was no change in the Board of Directors of the Company. However, there was a change in the KMP with the resignation of Mrs. Niharika Goyal (ACS:61428) from the position of Company Secretary and Compliance Officer with effect from close of business hours on July 15, 2024. Subsequently, Mr. Madhur Agarwal (ACS:72821) was appointed as the Company Secretary and Compliance Officer with effect from July 16, 2024.

According to the provision of Section 152(6) of the Act, Mr. Sampathlal Pannalal Jain Tatia, Non-Executive Non-Independent Director, (DIN: 01208913), is liable to retire by rotation and being eligible, offers himself for re-appointment. Based on the result of performance evaluation, recommendation o f the Nomination and Remuneration Committee and subject to the approval of Members in the 31st Annual General Meeting (AGM), the Board approved his re-appointment in its meeting held on August 30, 2025 and recommends the same to the Members. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice of 31st AGM.

e) Number of meetings of the Board

The Board met six times during FY 2024-25. The details of such meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days (120 days), as prescribed under the Act.

f) Separate Meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 12, 2025.

The Independent Directors at the meeting, inter-alia, reviewed the following: Performance of Non-Independent Directors; Performance of the Board as a whole; Performance of Chairperson of the Company considering the views of executive directors and non-executive directors; Assessment of the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; Any unethical behavior, actual or suspected fraud or violation (if any) of the Companys code of conduct.

g) Manner and Criteria of formal annual evaluation of Boards performance and that of its Committees and Individual Directors In terms of the requirements under the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a criterion for evaluation of the performance of Board as a whole, individual Directors, Chairman and the Board Committees. The criteria covers the areas relevant to the functioning of the Board and its

Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, etc. Accordingly, the Board and the NRC of your Company have carried out the performance evaluation during the year under review.

h) Board Committees

Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board of Directors has constituted various committees of the Board which are:

Audit Committee;

Nomination and Remuneration Committee; Stakeholders Relationship Committee.

Details of composition, terms of reference, number of meetings and attendance of Members in these Committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

i) Recommendations made by Board Committees

The Board, during the year under review, has accepted all recommendations made to it by its Committees including Audit Committee.

j) Declaration by Independent Directors

In terms of Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations, the following two Non- Executive Directors were categorized as Independent Directors of the Company as on March 31, 2025:

Mr. Ramakrishnan Manikandan

Mrs. Shobhaa Sankaranarayanan

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Listing Regulations, confirming that they continue to meet the criteria of independence, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Meanwhile, All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as per Schedule IV of the Act. k) Compliance with Secretarial Standards

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

l) Criteria/Policy on Directors Appointment and Remuneration

The Board and Nomination and Remuneration Committee has framed a policy/criterion for selection and appointment of Directors, Key Managerial Personnel and Senior Executives including qualifications, positive attributes, independence of a director, remuneration, and other matters provided under Section 178(3) of the Act and the SEBI Listing Regulations.

The Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and teamwork, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasizes on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The Policy reflects the Companys objectives for good corporate governance as well as sustained long-term value creation for shareholders.

Pursuant to Section 134(3) of the Act, the detailed nomination and remuneration policy of the Company which lays down the criteria, is available on the Companys website at https://www.tatia.co.in/files/policies.php.

Mr. S.P. Bharat Jain Tatia, Chairman and Managing Director, has foregone his salary for FY 2024-25.

m) Code of Conduct for Board of Directors and Senior Management

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, Managing Director, and forms part of this Annual Report. It has been uploaded on the website of the Company and can be accessed at www.tatia.co.in.

n) Risk Management

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimisation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework. The policy on risk management is being uploaded on the Companys website and can be accessed at https://www.tatia.co.in/files/policies.php. o) Board Policies The details of the policies approved and adopted by the Board are provided in the Report on Corporate Governance that forms part of this Annual Report. p) Statutory Compliance

The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by-laws as applicable.

a) Annual Return

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the annual return on its website and can be accessed at http://tatia.co.in/files/investors.php.

b) Report on Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the principle that an organizations corporate governance is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance along with a certificate from M/s. Darpan & Associates, Statutory Auditor, regarding compliance of the conditions of the corporate governance, as stipulated under Schedule V of the SEBI Listing Regulations is attached herewith as Annexure-F to this report.

c) Certificate of Non-Disqualification of Directors

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2025, obtained from M/s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is annexed as Annexure-H to this report.

d) Compliance with Code of Conduct for Board of Directors and Senior Management Personnel The Chairman and Managing Director declares that the Members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel during FY 2024-25. The declaration is being annexed as Annexure J.

e) Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-A to this report.

f) Certificate by CFO

Ms. Namrata Parekh, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate by CFO is herewith attached as Annexure-B to this report.

g) Related Party Transactions

All related party transactions during FY 2024-25 were in the ordinary course of business and at an arms length basis. During FY 2024-25. The Audit Committee reviewed these transactions which includes material related party transactions on a quarterly basis, in accordance with the prior approval granted by the Members at the 30th Annual General Meeting held on September 27, 2024.

The particulars of contracts or arrangements or transactions with related parties during FY 2024-25, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-D to this report.

Related party transactions during FY 2024-25 were in compliance with the Act, SEBI Listing Regulations and Accounting Standards. These transactions h ave been appropriately disclosed in the notes forming part of the financial statement.

Further, there were no materially significant Related Party Transactions entered into by the Company during the year under review, which may have potential conflict with the interest of the Company at large. There were no pecuniary relationships or transactions entered by the Independent Directors with the Company during the year under review.

h) Managerial Remuneration and Employee Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-C.

i) Conservation of energy i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment.

Your Company constantly evaluates new technologies and invest to make its infrastructure more energy efficient. Currently, your Company uses LED lights with high BEE ratings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy-efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used. ii. The steps taken by the Company for utilizing alternate sources of energy- Nil iii. Capital investment on energy conservation equipment-Nil

j) Technology absorption, adoption and innovation i. Efforts made towards technology absorption: As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis and investing in additional links with adequate bandwidth to connect to clients across the globe. ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year) Technology Imported: Nil Year of Import: Nil Whether the technology has fully been absorbed: Nil If not fully absorbed, area where absorption has not taken place and reason thereof: Nil iv. Expenditure incurred on Research and Development: NA

k) Particulars of loans, guarantee, or investments under Section 186 of the Companies Act, 2013 Details of loans, guarantee or investments during FY 2024-25 under the provisions of Section 186 of the Act read with applicable rules made there under and the required details have been disclosed in Note No. 2, 3 and 4 of the standalone financial statements forming a part of this Annual Report.

Further, your Company has not given any guarantee during FY 2024-25. The following investments were held by your Company as on March 31, 2025. As on March 31, 2025

l) Foreign Exchange Earnings and Outgo

m) Material changes and commitments

During the year under review, there has been meager material changes effecting the financial position of the Company. The Company has granted an interest rate of minimum 9% on the outstanding amounts of the clients/parties in FY 2024 25. There have been no material changes and commitments other than stated above, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

n) Transfer of Unclaimed Dividend to Investor Education and Protection Fund The provisions of Section 125(2) of the Act do not apply to your Company as there was no dividend declared and paid since the beginning of the Company.

o) One-time settlement with any Bank or Financial Institution along with reasons During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

p) Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or no proceedings that were filed by the Company or against the Company, which stands as pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

q) Significant material orders passed by Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company. However, the following are some of the orders issued by the Regulators:

Appeal orders issued by the Office of the Regional Director on December 18, 2024:

The Company received an Order of Adjudication of Penalty amounting to Rs. 35,000/- by the Adjudicating Officer under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for a violation of Section 118(10) read with para 1.2.4 of Secretarial Standard-2. Being aggrieved by the order, the Company filed Memorandum of Appeal dated January 25, 2024, with the Regional Director, South Chennai. The Companys appeal was heard by the Regional Director and the penalty was revised to 15% of the original amount imposed by the Adjudicating Officer (15% of Rs.35,000/-). The Company paid the reduced penalty of Rs.5250/- on August 14, 2024.

Similarly, the Company received an Order of Adjudication of Penalty amounting to Rs. 12,00,000/- by the Adjudicating Officer under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for a violation of Section 134(5)(A) read with rule 8 and 8A of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. Being aggrieved by this Order as well, the Company filed Memorandum of Appeal dated January 25, 2024, with the Regional Director, South Chennai. The Companys appeal was considered by the Regional Director during the hearing, the penalty was revised to 15% of the original amount imposed by the Adjudicating Officer (15% of Rs.12,00,000/-). The Company paid the reduced penalty of Rs.1,80,000/- on August 21, 2024.

The Appeal orders pertaining to the violations under Section 118(10) and of Section 134(5)(A) were issued by the Office of the Regional Director, South Chennai on December 18,2024.

The Company filed Form INC-28 for both matters within 30 days of receipt of the respective Appeal Orders, and the forms were approved by the Registrar of Companies, Tamil Nadu, Chennai, in January 2025.

Compounding orders issued by the Office of the Regional Director on December 18, 2024:

The hearings for the Compounding Applications under Section 128,129(1) of the Companies Act, 2013 and Section 292(1) (e) of the Companies Act, 1956 were duly conducted at the office of the Regional Director, South Chennai and the fine amounting to Rs.50,000/- on the Managing Director and the KMP of the Company each per year of violation was imposed.

In compliance with the orders, the payments in respect of the applications under Section 129(1) of the Companies Act, 2013 and Section 292(1)(e) of the Companies Act, 1956 were made by the Company in September 2024 and the Compounding Orders were issued by the Office of the Regional Director, South Region, Chennai, on December 18, 2024.

The Form INC-28 for the respective orders were filed by the Company within 30 days of the receipt of the Order and were approved by the Registrar of Companies, Tamil Nadu, Chennai, in January 2025.

Further, the payments in respect of the applications under Section 128 and the balance applications under Section 129(1) of the Companies Act, 2013 has been duly made by the Company on August 22, 2025.

a) Statutory Auditor

The Members of the Company, in 29th AGM held on September 27, 2023, appointed M/s. Darpan & Associates, Chartered Accountants (FRN 016156S), as the Statutory Auditors of the Company for a period of five consecutive financial years from the conclusion of 29th AGM till the conclusion of 34th AGM to be held in the calendar year 2028.

b) Auditors Report

The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the financial year ended March 31, 2025, forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory.

The Audit Report does not contain any qualification, reservation, or adverse remark.

c) Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as the Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to the Board Report as Annexure-G.

Following qualifications have been mentioned in the Secretarial Audit Report:

d) Cost Audit and Cost Records

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

e) Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

As of March 31, 2025, the total paid-up share capital of the Company stood at Rs.15,16,20,000/- (Rupees Fifteen Crore Sixteen Lakh Twenty Thousand Only) consisting of 15,16,20,000 (Fifteen Crore Sixteen Lakh Twenty Thousand) equity shares of Re.1/- each. There were no addition or alteration made to the paid-up share capital of your Company during the year under review.

b) Issue of equity shares with differential rights

Your Company had not issued any equity shares with differential rights during the year under review.

c) Issue of sweat equity shares

Your Company did not issue any sweat equity shares during the year under review.

d) Issue of employee stock options

Your Company did not issue any employee stock options during the year under review.

e) Listing on Stock Exchange

The Companys equity shares are listed on BSE Limited having scrip code 521228.

f) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review.

g) Suspension of shares from trading

During FY 2024-25, the shares of the Company were not suspended from trading on the stock exchange.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behavior, actual or suspected fraud, violation of Companys code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee. The details of the policy are explained in the Report on Corporate Governance and posted on the website of the Company and can be accessed at www.tatia.co.in.

11. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at www.tatia.co.in.

12. PREVENTION OF SEXUAL HARASSMENT AT THE W ORKPLACE, CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE ON PREVENTION

OF SEXUAL HARASSMENT AND DETAILS OF CASES DURING THE YEAR

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has a robust mechanism in place to redress complaints reported under it. Your Company has a formal policy for the prevention of sexual harassment of the employees at the workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further, an Internal Complaints Committee (ICC) has also been set up, as per the provisions of POSH, to redress complaints received regarding sexual harassment.

The details of cases of sexual harassment at workplace during the year 2024-25 are as follows:

13. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public during the financial year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2025. There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2025.

14. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the applicability criteria given under Section 135(1) of the Act. Therefore, it does not require us to comply with the provisions related to Corporate Social Responsibility.

15. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As on March 31, 2025, your Company has six (6) wholly-owned, unlisted Indian subsidiary companies. Of these, four subsidiaries Deverbetta Lands Private Limited, Pajjuvasami Developers Private Limited, Sagarvar Gambhira Developers Private Limited and Sundervans Infrastructure and Developers Private Limited qualify as material unlisted subsidiaries in accordance with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). Further, Deverbetta Lands Private Limited also qualifies as a material unlisted subsidiary under Regulation 24 of the SEBI Listing Regulations.

All applicable compliances pertaining to material unlisted subsidiaries will be undertaken during the financial year 2025 26. In order to raise funds and invest them in better projects and diversify the business, the Management of your Company decided to monetize the assets held as land inventory in the subsidiary companies or sell or transfer or dispose-off assets or part or all of the Subsidiary and shareholding of the Company in the Subsidiary (in one or more tranches), which results (or could result) in the shareholding of the Company in the Subsidiary be less than fifty percent (50%). The main aim behind such decision was the better prospects in future for our Company and its stakeholders.

The said transaction was approved by the Board of Directors, in its meeting held on August 31, 2021, and Members approval was taken in the 27th AGM held on September 30, 2021.

Further, the said transaction was partly completed during the F.Y.2024-25. The Subsidiary Companies have monetized part of their land inventory on September 3,2024, which has contributed to Consolidated Profits of Rs.758.35 (in Lakhs) for the Holding Company in the year.

Following is the six wholly-owned subsidiaries of your Company: Thali Estates Private Limited. Deverbetta Lands Private Limited. Kalyanang Developers Private Limited. Pajjuvasami Developers Private Limited. Sagarvar Gambhira Developers Private Limited. Sundervans Infrastructure and Developers Private Limited.

Further, there are no associate companies within the meaning of Section 2(6) of the Act.

As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-E to this report. Financial statements of each of the subsidiaries have also been placed on the website of the Company and can be accessed at www.tatia.co.in. The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL FINANCIAL CONTROL SYSTEMS

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to Companys policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Board of your Company has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively. Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. It ensures that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

Role of internal audit

Internal Audit is an independent function within the Company, which provides assurance to the Management on the design and operating effectiveness of IFC systems as well as suggesting improvements to them. Internal Audit assesses and promotes strong ethics and values within the organization and facilitates in managing changes in the business and regulatory environment. Internal Audit responsibilities encompass all locations, operating entities and geographies of the Company, in which all aspects of business, viz. operational, financial, information systems and regulatory compliances are reviewed periodically. The top Management and the Audit Committee of the Board review the findings and recommendations and make suggestions for improvement to the Board. Direct reporting to the Audit Committee ensures that Internal Audit functions independently from the business. To conduct an internal audit of your Company, the Board, in its meeting held on May 24, 2024, appointed M/s V. Rajesh & Associates, Chartered Accountants, as the Internal Auditors of the Company for FY 2024-25.

17. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

The provisions of Maternity Benefit Act, 1961 shall not apply to our Company pursuant to exemption provided under Section 2(1) of the Act.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had 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 ended March 31, 2025, and of the profit of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared annual accounts on a going concern basis; e) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and; f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express their gratitude to our customers, shareholders, suppliers, bankers, business partners, financial institutions, and both Central and State Governments for their steadfast support and encouragement. I am sure you will also join our Directors in conveying our sincere appreciation to all the employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.