TGV Sraac Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 43rd Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2025.

1. Operations

The turnover (Gross) for the year under review is Rs. 202647 Lakhs as compared to Rs. 179275 lakhs in the previous year. The 13% increase in Turnover is mainly on account of better performance of main division and improvement in market conditions for the company products.

2. Division/ Segment Wise Performance

For the current year Caustic Soda production is 276501 MTs, whereas for previous year production is 252284 MTs showing an increase of 10%. The net sales for Caustic Soda plant is Rs. 113262 lakhs whereas for the previous year net sales is Rs. 96118 lakhs showing an increase of 18%.

For the current year Caustic Potash production is 31845 MTs, whereas for the previous year the production is 30338 MTs showing an increase of 5%. The net sales for Caustic Potash Plant is Rs. 26785 lakhs, whereas for the previous year net sales is Rs. 27950 lakhs showing marginal decrease of 4%.

For the current year Chloromethanes production is 99548 MTs, whereas for the previous year the production is 86924 MTs showing an increase of 15%. The net sales for Chloromethanes Plant is Rs. 28288 lakhs, whereas net sales for previous year is Rs. 24518 lakhs showing an increase of 15%.

For the current year Castor Oil derivatives production is 264 MTs, whereas for the previous year the production is 540 MTs showing a decrease of approximately 51%. The net sales for Castor Oil Plant is Rs. 441 lakhs, whereas for the previous year net sales is Rs. 788 lakhs showing a decrease of 44%.

For the current year Fatty Acids production is 4275 MTs, whereas for the previous year the production is 4415 MTs showing marginal decrease of 3%. The net sales for Fatty acid plant is Rs. 5130 lakhs, whereas for the previous year net sales is Rs. 4088 lakhs showing an increase of 25%.

There are no commercial operations at Bellary Power Plant due to expiry of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other viable options including its sale or relocation of the Plant.

The Solar Power plant has generated power for the current year 43540.38 MWH as against previous year generation of 34225.24 MWH and it may be noted that all the power generated has been consumed internally by the Company internally.

Due to higher transmission charges involved compared to the benefits from generation, Wind Farm at Ramgiri transmission agreements approvals were not obtained from Electricity Authorities. Hence no income from generation for current year as well as for previous year.

3. Outlook for the Current Year

Your Directors have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March,2025.

Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report in "ANNEXURE- E".

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Profit before Finance Costs & depreciation	23916.29	15094.77
Less: Finance Cost	2553.90	2368.72
Profit before Depreciation	21362.39	12726.05
Less: Depreciation	8807.52	8349.84
Profit (Loss) before Exceptional items and Tax	12554.87	4736.21
Add: Exceptional items	-	3990.17
Profit/Loss Before Tax	12554.87	8366.38
Tax Expense:
Less: - Current Tax	2428.04	1758.99
- Deferred Tax	891.08	508.58
- Earlier years Income Tax	-	-
Profit for the period from continuing operations	9235.75	6098.82
Less : Loss from discontinuing operations	31.91	35.71
Tax expenses of discontinuing operations	8.03	8.99
Loss from discontinuing operations (After tax)	23.88	26.72
Profit for the period	9211.87	6072.10
Add: Balance Carried from Previous year	51780.27	47704.84
Add: Deferred Tax of Previous year	-	103.93
Profit available for Appropriation	60992.14	53880.87
Less: Transfer to General Reserve	1500.00	1000.00
Less: Dividend paid for 2023-24 (2022-23)	1070.90	1070.90
Less: Transfer from reserves to Other Comprehensive Income	48.34	29.70
Surplus carried forward to next year	58372.90	51780.27

Profit before tax for the current year is at Rs. 12554.87 lakhs as against previous year Profit before tax of Rs. 8366.38 lakhs. For the Current year Profit after tax is Rs. 9235.75 lakhs as against Profit after tax for the previous year of Rs. 6098.82 lakhs. The increase in profits is attributable to better performance of main division and good demand for company main products i.e., Caustic Soda, Chloromethanes and cost cuffing measures.

4. Capital Expenditure

To ensure sustainable growth by proper implementation of future strategic plans, the company has given importance for capital expenditure. During the year the Company has incurred capitalised expenditure of Rs. 301.66 Cr. (mainly towards Modernisation, Solar Power plant, Chloromethanes and strengthening of operations). Further, Capital Work-in-progress at the year end comes to Rs. 12.02 Cr. (mostly relating to modernisation, Solar Power Project and others).

5. Dividend

Considering good performance of the company, in the light of present situations, and after taking into account liquidity position and in pursuance to company dividend policy, the Board in its meeting held on 27.05.2025 has recommended final dividend for the year ending 31.03.2025 at Rs. 1/- per Equity Share of Rs. 10/- each (i.e. 10%) [same as previous two years].

The Dividend payment is subject to approvals of members at the ensuing Annual General Meeting (AGM). The total cash flow on account of dividend on equity shares for the financial year 2024-25 would aggregate to Rs. 10,70,89,800/-. The dividend will be paid to members whose names appear in the Register of Members as on the cut-off date 19.09.2025. The dividend payment date is 18.10.2025 (Saturday) / before the statutory time limit i.e. 26.10.2025.

Further, in view of changes made under Income Tax Act 1960, by the Finance Act 2020, dividend paid or distributed by the company shall be taxable in the hands of the members/shareholders receiving dividend. The company shall accordingly, make the payment of the final dividend after deduction of tax (TDS) at source at applicable rates.

6. Transfer of Unclaimed dividend / CRPS Redemption amount to Investor Education and

Protection Fund (IEPF)

In terms of section 124 and 125 of the companies act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016, (the Rules), unpaid or unclaimed dividend/and fractional entitlements/CRPS Redemption amounts etc., are due for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government after 7 years of its declaration of Redemption by the company.

The Company had transferred unclaimed or unpaid CRPS Redemption amount (1st instalment for RI Shareholders and NRI Single instalment Redemption) to IEPF relating to CRPS Redemption amount declared on 01.04.2018 amounting to Rs.62,02,458.40 vide SRN : AB4841322 Dtd.24.06.2025. The details are made available on Company website:

https://www.tgvgroup.com/download/sraac/IEPF-1-CRPS%20Shareholders%20data%20-

%20RI%201st%20Installment%20&%20NRI%20Single%20Redemption.pdf

The shareholders can claim back their CRPS Redemption amount transferred to IEPF by filing Form IEPF-5 and other related documents. The following table provides list of periods for which unclaimed dividends / CRPS Redemption amount transferred to the IEPF on the dates mentioned below:

Sl.No.	Financial Year	Redemption details on CRPS	Date of declaration of Redemption	Unclaimed Redemption amount in Rs.	IEPF transfer details
1	2018-2019	RI - 1st Instalment Rs.2.50	01.04.2018	30,89,297.50	Form IEPF-1 filed with MCA/ROC vide SRN : AB4841322/ 24.06.2025
2	2018-2019 (01.04.2018 to 31.03.2019	NRI Single instalment Redemption Rs.10/-	01.04.2018	31,13,160.90
	Total			62,02,458.40

7. Companys market capitalization rank

The applicability of provisions of BRSR are mainly dependent on Companys market capitalization rank notified by the Stock Exchange in which Company shares are traded. It may please be noted that Companys market capitalization rank for the year ending 31.03.2025 (cut-off date 31.12.2024) on BSE stands at 1381 (previous year 1303). This rank is based upon traded value of companys share on BSE platform where companys shares are listed. As per Regulation 3 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to BRSR (Business Responsibility and Sustainability Report) are applicable to the company for the current year (based on company rank on 31.03.2023 i.e., 966)

8. Business Responsibility and Sustain ability Report (BRSR)

To comply with the provisions of Regulation 3 read with 53 of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustain ability Report in the SEBI prescribed format has been attached as "Annexure - L".

9. Safety and Environment

The main philosophy of the company is to give utmost importance to two aspects i.e, (1) SAFETY (2) ENVIRONMENTAL BALANCE to ensure sustainable growth. Further it believes that full proof safe methods have to be followed for achieving pollution free environment in all its activities in all respects particularly in utilization of material, machine and human resources while undertaking its business activities. To ascertain and ensure full proof safety and pollution control, the company is taking all possible preventive and proactive steps with the coordinated effort of concerned officials along with the help of subject experts and outside professional agencies and periodical review of related committees for improvement of procedures enunciated in policies for achievement of desired objectives. Proper care has been taken to imbibe these aspects while conceiving all strategic plans of the company to ensure acceptable growth.

All types of preventive measures along with proactive steps taken by the management to ensure pollution free environment along with safety consideration in every activity, the company has been awarded ISO 9001, 14001, 45001 Certification by renowned Institution DNV. These awards are testimony that the company is adhering to standard procedures to ensure pollution control, environment balance and implementation of safety related aspects, while indulging its activities for achievement of its targets and goals has given right direction to the company for obtaining the above certifications.

To ensure company objective in this regard, the company ensured in charge of trained and qualified professionals in senior cadre entrusted with the responsibility to ensure "CONTINUOUS SAFETY FOR ALL ACTIVITIES OF THE COMPANY" and maintenance of environmental balance. To ensure safety related aspects awareness among all related stakeholders, and equip the staff with innovative and new technologies and equipment, regular mock drills and exercises were conducted and concerned technical committees hold regular meetings regularly to review and ensure full proof execution of plans and procedures for better results in these matters. Further, the company is complying with all statutory and non-statutory provisions relating to environmental balance, pollution control and safety. The company is taking all possible steps to keep sustainable eco-friendly environment around its business activities, one of them is giving more thrust to solar power generation which is eco-friendly and also the same will lead to cost control and ensure sustain ability.

10. Dividend Distribution Policy

The Board in its meeting held on 29.05.2023 has approved the Dividend Distribution Policy to comply with Reg. 43 A of SEBI (LODR) Regulations, 2015. The Policy has been posted on Company website and the same can be viewed at https://www.tgvgroup.com/ download/ sraac/ 7-Dividend-Distribution-Policv-new-file.pdf. The dividend policy will be reviewed/revised at regular intervals and also whenever there is statutory amendments notified by the concerned authorities.

11. Listing Fees

Your Company is always prompt in honoring its statutory and other obligations. The Company has paid Listing Fee for the year 2025-26 to Bombay Stock Exchange vide our letterdated22.04.2025. Further the company is always prompt and sincere in making payments to the stock exchange.

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits out standing as on 31.03.2025.

14. Directors and Key Managerial Personnel (KMP)

The Company is not having regular Chairman. The Board of Directors present at each meeting will elect one among them as Chairman of that particular meeting until regular Chairman was appointed to comply with statutory provisions of the Companies Act, 2013 read with Articles of Association of the Company and SEBI (LODR) Regulations, 2015.

Sri N. Jesvanth Reddy has resigned from his position of Director and Executive Director (Technical) to be effective from 31.03.2025 on personal grounds, and the Board in its meeting held on 28.03.2025 has approved the same after expressing its appreciation for his contribution for achievement of company objectives during his tenure. Further, the Board place on record its appreciation for his committed long term association with the Company in the attainment of its cherished goals and objectives.

The Board of Directors in the meeting held on 27.05.2025and 08.08.2025 (on consideration of Nomination and Remuneration Committee recommendation dt.19.05.2025 and 07.07.2025) has appointed Sri Elluru Ramaiah (DIN:11054179) by co-opting him as Additional Director designated as Director (Mechanical) for a period of three (3) years on terms and conditions mentioned in the explanatory statement and Special Resolution contained in Notice of AGM, subject to members approval at the AGM.

On consideration of Nomination and Remuneration Committee (NRC) recommendation in its meeting held on 07.07.2025 and Board in its meeting held on 08.08.2025 has co-opted Dr Asha Reddy Mora as Additional Director in the category of as Non-Executive Independent Director subject to members approval at the ensuing AGM for a term of 5 consecutive years as clearly mentioned in Notice of AGM vide Item No.7.

On consideration of Nomination and Remuneration Committee (NRC) recommendation in its meeting held on 07.07.2025 and Board in its meeting held on 08.08.2025 has recommended appropriate Special Resolution (as clearly mentioned in Notice of AGM) for members prior approval for appointment of Sri Raghavendra Reddy Patil as regular Director designated as Director (Quality Assurance) for a period 3 years on terms and conditions as clearly explained in Notice of AGM pursuant to the provisions of Sec. 197 and 198 of the Companies Act, 2013. After his appointment, the composition of the Board is in compliance of SEBI (LODR) Regulations, 2015 in all respects read with relevant provisions of the Companies Act, 2013.

Shareholders approval is requested in the Ordinary Business for reappointment of Sri Srinivasa Babu Chappidi and Sri Karunakar Rao Kamisetty who are going to retire at this AGM, being eligible opted for reappointment.

15. Statement of declaration given by Independent Director under the provisions of Sec. 149 (6)

The company has received declarations from the Independent Directors of the company confirming that they meet the criteria of independence as mentioned in Sec. 149 (6) read with Regulation 16 (1) (b) of SEBI (LODR) 2015 and that their names are included in the data bank as per Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

for the current year under review. Further, it is confirmed that during the year, the independent directors of the Company had no pecuniary relationship or transactions with the company other than sittng fees for attending the Board and Committee Meetings. It may please be noted that the above declarations were submitted by all Independent Directors in pursuance to applicable statutory provisions annually.

16. Web-link of Annual Report

Pursuant to Section 92(3) of Companies Act, 2013 the annual report of the company for the financial year 2024-25 has been posed on the website of the company at https://www.tgvgroup.com/ download/sraacl/annual-reports/43-annual-report-2024-25.pdf

17. Change in Nature of Business

During the financial year there is no change in the nature of the business of the company.

18. Industrial Relations

Your Companys Industrial Relations continue to be harmonious and cordial.

19. Energy Conservation Technology Absorption and Foreign Exchange earnings and out go.

In pursuance to applicable statutory provisions of the Companies Act, 2013 the company has furnished particulars required to be disclosed under Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors Report for the year ended 31st March, 2025 is annexed hereto as "Annexure - A" to this report.

20. Directors Responsibility Statement

As required by the provisions of Section 134 (3) (C) of the Companies Act, 2013, Directors Responsibility Statement is attached as "Annexure -B".

21. Report on Corporate Governance - Reg.34 (3) read with Schedule-V of SEBI (LODR) Regulations, 2015

Appropriate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Secretarial Auditor of the Company Sri Mahadev Tirunagari (Annexure-D) regarding compliance of the condition sof Corporate Governance. The "Annexure C and D" are attached to this report.

22. Management Discussion and Analysis Report

Further to comply with Reg. 34(2) (e) Schedule-V of SEBI (LODR) Regulations, 2015 "Management Discussion and Analysis" has been given as"Annexure - E"to the Directors Report.

23. Statutory Auditors

The term of Statutory Auditors M/s. Brahmayya & Co., Chartered Accountants (Firm Regn. No.000515 S) appointed in 40th Annual General Meeting (AGM) held on 15.09.2022 for 5(five) consecutive years will end on conclusion of Annual General Meeting to be held for the year 2027.

24. Cost Audit

Majority of the products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form CRA-4 in XBRL format with MCA portal for the financial year 2023-24. The cost audit report for the financial year ended 31st March, 2025 is being filed well before statutory fime limit.

Disclosure on maintenance of Cost records

The Company made and maintained the cost records prescribed under Sec.148 of the companies Act, 2013 for the financial year 2024-25.

25. Audit Committee

The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted recently on 07.11.2022 with the following members namely Sri C. Srinivasa Babu, Ms. M. Sri devi and Ms. Geeta Ramesh Serwani as members with Ms. Hima Bindu as Chairperson of the Audit Committee. It may please be noted that there is no change in the composition of the Audit Committee during the current year.

26. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

There are no material changes which will be affected to the financial position of the company according to the date of financial year and the date of its Report.

27. Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and companys opportunities in future

There was no significant and material order passed by the Regulator or Court or Tribunal impacting the going concern status and companys opportunities in future.

28. Statement concerning development and implementation of Risk Management Policy of the Company

Risk Management, its planning for prevention and for taking both proactive and preventive measures are given utmost importance by the company. The company has taken proactive steps to comply with risk management provisions and as a matter of good corporate governance and in recognition of its importance, the company is adhering to the provisions enunciated in SEBI (LODR) Regulations, 2015 in this regard well before the applicability of the said provisions. In fact based on company market capitalization rank, there is no obligation for Risk Management Committee for the current year. The said provisions are applicable in the year 2023-24 only. However as a matter of continuity and good Corporate Governance the same provisions being followed considering its importance and necessity for wellbeing of the company in the long run.

The Risk Management Committee was Reconstituted latest on 28.03.2025 with Sri K. Karunakar Rao, Executive Director (Fin. &Comml.,) as Chairman and a) Ms. S. Hima Bindu, Director b) Sri C. Srinivasa Babu, Executive Director (Technical)c) Sri E. Ramaiah, Director (Mechanical) d) Sri P. Raghavendra Reddy, Vice President (QA) and e) Sri C. Rajesh Khanna, Sr.Vice President (F&A) and CFO as Members to oversee the progress and implementation of stipulated procedure and policies for achieving the risk minimization. As and when required the company is availing the services of experts in various connecting fields for revision and evaluation of its activities for attaining maximum benefits and improve efficiency. The details of Risk Management meetings held during the current year are furnished in "Report on Corporate Governance - Annexure - C." Further these details are furnished to BSE on quarterly basis as a part of Report on Corporate Governance.

29. Details of Policy Development and implementation by the company on its Corporate Social Responsibility (CSR) Policy.

The required particulars are furnished to comply with Rule 10 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format as "Annexure-H". It may please be noted that these policies are periodically be reviewed and revised as and when required to comply with statutory amendments notified.

30. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

During the year the company has not made any investment in share, given loan and guarantee to any entity.

31. Particulars of Contracts or Arrangements made with Related Parties.

Related Party transactions are mutually beneficial to both parties i.e., the Company and Related parties and hence the same are essential. During the course of its business, the Company is dealing with the Group Companies which are Related Parties and also other related parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee (omnibus approval or specific approval as the case may be) and Board. Further details to be furnished in Form AOC-2 has been given as"Annexure-F" to this report to comply with statutory provisions of Sec.188. Further to comply with SEBI (LODR) Regulations, 2015, the details of related party transactions are submitted to BSE on half-yearly basis in XBRL format.

32. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit respectively, have not made any adverse comments on the activities of the Company for the financial year 2024-25.

33. Companys Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

The company has taken all possible steps to ensure the compliance with statutory provisions including SEBI (LODR) Regulations, 2015 and other applicable provisions of the Companies Act, 2013. There exists well documented policy documents on the matters relating to the above matters. Further to comply with statutory provisions and with the approval of the Board the company has prepared well drafted policy on the relevant matters of fixation of remuneration to Directors, Whole-time Directors and grounds for revision. The policy broadly covers the aspects of duties, liabilities and responsibilities of Directors. To ensure compliance in this regard Nomination and Remuneration Committee was reconstituted on 07.11.2022 with Ms Geeta Ramesh Serwani as Chairperson and Ms. M. Sridevi, Ms S. Hima Bindu as Members to comply with provisions of SEBI (LODR) Regulations, 2015. The committee will meet periodically and also as and when required to recommend to the Board regarding Appointment / Re-appointment and Fixation of Remuneration to Whole-time / Executive / Non-Executive Directors to comply with Statutory Provisions. Further, to meet the future requirements of the company, it ensures maintenance of relevant data bank and deal with related matters in its meetings. The committee will also review the policy and procedures and its modification to suit changing provisions as and when required. The relevant policy is available on the Companys website under the linkhttps://www.tgvgroup.com/download/sraac/2-Nomination-Remuneration-Committee- NRC-Policy-new-file.pdf

34. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

To achieve the company objective and to ensure full proof policy implementation the company has internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organizations process of designing and implementing a system of internal control. Our IFC process, facilitates orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds.

35. Internal Audit Department

Internal Audit functions are being done in house to ensure continuous compliance and in time remedial actions. All the financial and other transactions are subject to internal audit taken up by the Internal Audit department to comply with the provisions of Sec. 138 of the Companies Act, 2013. There exists well equipped internal audit department comprising of qualified/semi- qualified personnel headed by Sri M. Veera Kumara swamy who is a Fellow Member of ICAI is in the cadre of Vice President duly discharging duties. As and when required, the internal audit department will take the help of outside professional/technical qualified professionals to evaluate performance and effectiveness and efficiency of company activities.

36. Secretarial Auditor

Pursuant to the provisions of Regulation 24A of SEBI (LODR) 2015 read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board in its meeting held on 08.08.2025 has recommended the proposal for appointment of Mr. Mahadev Tirunagari (FCS : 6651) as Secretarial Auditor for a term of 5 consecutive years i.e., from 01.04.2025 to 31.03.2030 for members approval at the ensuing AGM to be held on 27.09.2025 for a fee of Rs.1.00 lakh per year + applicable taxes. Secretarial Audit Report for the year ending 31.03.2025 has been Annexed to the Directors Report as "Annexure - J" to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Act. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. Further, in compliance of Regulation 34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR) Regulations, 2015 certificate on "nondisqualification of Directors" issued by the Secretarial Auditor is enclosed as "Annexure - K" to this report.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Govt., under Sec. 118 (10) of the Act.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ending 31st March, 2025 on compliance of all applicable SEBI Regulations and other guidelines issued thereunder, was obtained from Sri Mahadev Tirunagari, Secretarial Auditor and submitted to BSE Limited within statutory time limit.

37. Annual Return in Form MGT-9 format

A copy of the Annual Return of the Company containing the particulars prescribed u/s. 92 of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year 2024-25i.e. 31st March, 2025 is furnished on the website of the company in the Investor Relations Section under Disclosures and can be accessed from https://www.tgvgroup.com /download/sraacl /Annual% 20 Return%202024-25.pdf

38. Details of Remuneration paid to KMP and Directors

Details of Directors and Key Managerial Personnel (KMP) are furnished in "Annexure - G" attached to this report.

39. Details of Median Remuneration VS KMP and Directors Remuneration

Further ratio of the remuneration of each Director/KMP to the median remuneration of all employees of the company have been furnished in "Annexure - I" to this report to comply with the provisions of Sec. 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

40. Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies as on 31.03.2025.

41. Declaration of Independent Directors

In pursuance and in compliance of relevant provisions, the Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, Sri Mahadev Tirunagari, Practicing Company Secretary has issued appropriate certificate regarding nonapplicability of the provisions of Directors disqualification to comply with the provisions of SEBI (LODR) Regulations, 2015.

42. Evaluation

To be objective in evaluation of performance of Board and its constituent members, respective performances are compared with well defined indicators to arrive at precision in judgement. It may please be noted that the measurement of performance and its effectiveness will be done by following scientific methods with the help of interactive process. Recognizing the importance and necessity of proper evaluation of committees, and directors has been carried out by the Board in a transparent manner. The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

Essential matters covered in the evaluation include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings. It is ensured that awareness sessions and programmes conducted by company officials concerned before such Board and Committee Meetings for active participation.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairperson of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and non-Executive Directors. These meetings were intended to obtain Directors inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors.

To equip the independent and non-executive directors to familiarize with company operation, directors familiarization programmes were undertaken before the Board meetings at regular intervals.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors and other co-members. In this way mutual evaluation of directors has been carried mutually in transparent manner.

43. Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Red ressal) Act, 2013 - Pursuant to Sec. 134 (3) (m) and Rule 8 (5) (x) of the Companies (Accounts) Rules, 2015.

Your Companys management ensures zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has no such cases of sexual harassment at workplace during the current year 2024-25. Further to comply with statutory complines, there exists a internal committee to take care of compliance matters and review of steps taken by the company. During the year there is no change in the Internal Compliant Committees comprising which is as follows (1) Sri P. Raghavendra Reddy, Vice President-Chairman (2) Sri E. Ramaiah, Director (Mechnical)-Member and (3) Sri G. Prahlada Setty, General Manager-Member.

44. Instances of Fraud reported to Audit Committee

It is confirmed that there are no instances of fraud reported to Audit Committee during the year 2024-25 in pursuance to Sec. 134 (3) (ca) of the Companies Act, 2013.

45. Confirmation regarding "no proceedings under the Insolvency and Bankruptcy Code 2016 (31 of 2016)"

It is hereby confirmed that there are no proceedings pending before Insolvency and Bankruptcy Code, 2016 and the company has not made any such application in pursuance to the Sec. 134 (3) (m) and Rule 8 (5) (xi) of the Companies (Accounts) Rules, 2015. In view of the above explained reasons, the above said provisions are not applicable for 2024-25.

46. Information regarding Board Meetings in pursuance to Sec. 134 (3) (b) of the Act.

During the year 2024-25, the Board of Directors of the Company has met five times. The details of Board Meetings are furnished in report on Corporate Governance under Page No.18 as annexure to this report. The said report also contains details of Committee Meetings also.

47. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015 includes an Ethics and Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.tgvgroup.com/download/sraac/4-Vigil-Mechanism-Policy-new-file.pdf

48. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund Rules) 2016, (the Rules), all unpaid and unclaimed dividends/amounts are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. The details are furnished hereunder.

The following table provides list of years for which unclaimed dividends/redemption amount would become eligible to be transferred to the IEPF on the dates mentioned below.

CRPS Dividend (2016-17 & 2017-18) + CRPS Redemption amounts

Financial Year	Redemption Installments	Date of payment/ declaration	Last date for making claim for unpaid amount with the company	Unclaimed Amount as on 31.03.2025 (Rs.)	Due date for transfer to IEPF Account
2018-19	RI- Second including Dividend (2 years) (*)	01.07.2018	08.07.2025	31,47,664.05	06.08.2025
	RI - Third (*)	01.10.2018	08.10.2025	32,52,220.00	06.11.2025
	RI - Fourth (*)	01.01.2019	10.01.2026	32,99,392.50	06.02.2026

(*) RI means Resident Indian Equity Dividend

Financial Year	Equity Dividend Declared	Date of declaration of Dividend	Last date for making claim with the company for unpaid dividend amount	Unclaimed Dividend Amount) as on 31.03.2025 (Rs.)	Due date for transfer to IEPF Account
2022-23	Rs. 1/- per share (@ 10%)	29.09.2023	04.10.2030	13,01,760.00	05.11.2030
2023-24	Rs. 1/- per share (@ 10%)	28.09.2024	03.10.2031	13,23,493.00	04.11.2031

49. Acknowledgement

Your Directors wish to express their since re thanks to Financial Institutions, Bankers, Distributors and Customers for their continued support to the Company. The Directors also acknowledge with gratitude the continued help and support received from the various departments of the Government of India and the Government of Andhra Pradesh and Government of Telangana.

The Directors place on record their appreciation of the sincerity, commitment and contribution made by the Employees at all levels and this was mainly responsible to carry on the business of the Company during the year.

	on behalf of the Board of Directors
Place : Hyderabad	Sd/- K. KARUNAKAR RAO	Sd/- C. SRINIVASA BABU
Date : 8thAugust, 2025	Executive Director (Fin. &Comml.,)	Executive Director (Technical)
	(DIN:02031367)	(DIN: 09266926)