TGV Sraac Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors have pleasure in presenting the 44^th Annual Report and the Audited statements of Accounts of the Company for the year ended 31^st March, 2026.

1. Operations

The turnover (Gross) for the year under review is Rs.224504 Lakhs as compared to Rs.202647 lakhs in the previous year. The 11% 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

The net sales for Caustic Soda plant is Rs.123022 lakhs whereas for the previous year net sales is Rs.113262 lakhs showing an increase of 9%.

For the current year Caustic Potash net sales for Caustic Potash Plant is Rs.35763 lakhs, whereas for the previous year net sales is Rs.26785 lakhs showing an increase of 34%.

For the current year the net sales for Chloromethanes Plant is Rs.31178 lakhs, whereas net sales for previous year is Rs.28288 lakhs showing an increase of 10%.

For the current year the net sales for Castor Oil Plant is Rs.297 lakhs, whereas for the previous year net sales is Rs.441 lakhs showing a decrease of 33%.

For the current year the net sales for Fatty acid plant is Rs.3736 lakhs, whereas for the previous year net sales is Rs.5130 lakhs showing a decrease of 27%.

As there are no commercial operations at Bellary Power Plant, the company is in process of making sale of the plant.

The Solar Power plant has generated power for the current year 72599.19 MWH as against previous year generation of 43540.38 MWH and it may be noted that all the power generated has been consumed internally by the Company internally.

In the absence of viable economic operations from wind farm situated at Ramagiri, the company has sold the plant after completing legal formalities. The buyer has partially removed and the balance equipment is to be removed.

3. Outlook for the Current Year

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

FINANCIAL RESULTS

Particulars	31.03.2026	31.03.2025
Profit before Finance Costs & depreciation	36616.20	23916.29
Less: Finance Cost	2357.77	2553.90
Profit before Depreciation	34258.43	21362.29
Less: Depreciation	16409.94	8807.52
Profit (Loss) before Exceptional items and Tax	17848.49	12554.87
Add: Exceptional items	-	-
Profit/Loss Before Tax	17848.49	12554.87
Tax Expense:
Less: - Current Tax	5180.50	2428.04
- Deferred Tax	(537.07)	891.08
Profit for the period from continuing operations	13205.06	9235.75
Less: Loss from discontinuing operations	21.87	31.91
Tax expenses of discontinuing operations	5.50	8.03
Loss from discontinuing operations (After tax)	16.37	23.88
Profit for the period	13188.69	9211.87
Add: Balance Carried from Previous year	58372.90	51780.27
Add: Deferred Tax of Previous year	-	-
Profit available for Appropriation	71561.59	60992.14
Less: Transfer to General Reserve	1500.00	1500.00
Less: Dividend paid for 2024-25 (2023-24)	1070.90	1070.90
Less: Transfer from reserves to Other
Comprehensive Income	223.59	48.34
Surplus carried forward to next year	68767.10	58372.90

Profit before tax for the current year is at Rs.17848.49 lakhs as against previous year Profit before tax of Rs.12554.87 lakhs. For the Current year Profit after tax is Rs.13205.06 lakhs as against Profit after tax for the previous year of Rs.9235.75 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 cutting measures.

4. Capital Expenditure

For the purpose of continuous sustainable growth through implementation of future strategic plans, the company has ensured privileged thrust for capital expenditure as the same is considered as main pillar for reasonable growth. The increase in profits is attributable to better market support and improved performance.

5. Statement on Transfer to Reserves

As clearly mentioned in Statement of financial results under Point (3), it may please be noted that to comply with statutory provisions, the Board has given approval for transfer of Rs.1500 lakhs to General Reserve after considering future needs and compliance requirements.

6. Dividend

After taking into account of reasonable performance in the light of present war situations continuation, and after taking into account liquidity position, retained earnings position and in pursuance to company dividend policy, the Board in its meeting held on 21.05.2026 has recommended final dividend for the year ending 31.03.2026 at Rs.1/- per Equity Share of Rs.10/- each (i.e. 10%) [same as previous year].

The shareholders may be aware that 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 2025-26 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 date18.09.2026. The dividend payment date is 17.10.2026 (Saturday)/before the statutory time limit i.e. 25.10.2026.

Further, in compliance of relevant provisions of Income Tax Act 1960, 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 of the relevant Finance Act/year.

7. Transfer of Unclaimed dividend/CRPS Redemption amount to Investor Education and Protection Fund (IEPF)

The members may be aware that pursuant to the relevant provisions 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.

Accordingly in compliance of these provisions the Company had transferred unclaimed or unpaid CRPS Redemption amount (1^st, 2^nd, 3^rd and 4^th instalment) to IEPF relating to CRPS Redemption amounts declared on 01.04.2018 amounting to (1) Rs. 62,02,458.40 vide SRN : AB4841322 dtd.24.06.2025 - 1^st Instalment (RI and NRI), (2) Rs. 31,34,827.45 vide SRN : AB6460567 dtd.03.09.2025 - 2^nd Instalment (including 2 years dividend), (3) Rs. 32,30,817.50 vide SRN : AB8834565 dtd.06.11.2025 - 3^rd Instalment and (4) Rs. 32,77,785 vide SRN : AC2199117 dtd.07.02.2026 - 4^th Instalment.

The members can view the above details in the below mentioned link of the company website.

Cumulative Redeemable Preference Shares :

CRPS 1st instalment and NRI full Redemption amount :

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

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

CRPS 2nd instalment Redemption cum 2 years divident amount :

https://www.tgvgroup.com/download/sraac/IEPF-1-CRPS-Shareholders-data%20-%20RI-2nd-

Installment-%20Redemption-2-years-dividend-2016-17-and-2017.pdf

CRPS 3rd instalment Redemption amount :

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

%20RI%203rd%20Instalment%20Redemption%20amount%20to%20IEPF.pdf

CRPS 4th instalment and final Redemption amount :

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

%20RI%204th%20and%20final%20Instalment%20Redemption%20amount%20to%20IEPF.pdf

IMPORTANT NOTE :

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 details list of periods for which unclaimed dividends/CRPS Redemption amount transferred to the IEPF on the dates mentioned below:

S. No.	Financial Year	CRPS Redemption details	Date of declaration of Redemption	Unclaimed Redemption amount in Rs.	Transfer to IEPF
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
	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
2.	2018-2019	RI - 2nd Instalment Rs.2.50 (including 2 years dividend)	01.04.2018	31,34,827.45	Form IEPF-1 filed with MCA/ROC vide SRN : AB6460567/03.09.2025
3.	2018-2019	RI - 3rd Instalment Rs.2.50	01.04.2018	32,30,817.50	Form IEPF-1 filed with MCA/ROC vide SRN : AB8834565/06.11.2025
4.	2018-2019	RI - 4th Instalment Rs.2.50	01.04.2018	32,77,785.00	Form IEPF-1 filed with MCA/ROC vide SRN : AC2199117/07.02.2026

8. Companys market capitalization rank - Applicability of BRSR

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 31.03.2026 (cut-off date 31.12.2025) on BSE stands at previous two years 1304, 1381 and 1362 respectively (kindly note that the company market capitalization rank is more than 1000 for 3 consecutive years). This rank is based upon traded value of companys Equity 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 (which is based on company rank on 31.03.2023 i.e., 966).

9. Business Responsibility and Sustainability Report (BRSR)

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

10. Safety and Environment

The members may be aware that the company has given utmost importance to the vital aspects of Environment and Safety by taking necessary steps through drafting a comprehensive policy taking into account of these two aspects. Your company believes that sustainable growth cannot be ensured unless safety and keeping environmental balance and to ensure the same the company has entrusted the monitoring and review of relevant activities being undertaken by the company committee senior officials. The said committee is ably supported by eminent professional experts as and when required to attain the company objectives in this respect. Your company takes proper care to maintain sustainability while making use of environmental resources by giving thrust to renewable energy methodologies so that equilibrium in environment with sustainability will be ensured. Further, your company believes that proper care shall be taken to ensure safety in all activities of the company be it manufacturing, marketing, transport and other related activities. Further you may appreciate that the company gives thrust to all time safety by drafting well documented safety policies and procedures in addition to complying with statutory provisions enunciated in the relevant acts.

In addition to conceiving well documented policies and procedures to attain the company objectives of all time safety by taking measures to ensure environmental balance, the relevant committees for review of activities undertaken by the company, substantiated by ensuring proper monitoring methodologies.

In tune with company philosophy, your company has taken appropriate steps to ensure pollution free environment along with safety consideration in every activity, in recognition of this 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 in its activities for achievement of its targets and goals has given right direction to the company for obtaining the above certifications.

For attaining company objective in this regard, the company ensured incharge of trained and qualified professionals in senior cadre entrusted with the responsibility to ensure "EVERY MINUTE SAFETY" in 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 periodically 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. Keeping in view of the above important aspects into account, 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 sustainability as the same is making use of renewable energy resources.

11. Dividend Distribution Policy

It is brought to the kind notice of the members that the Board in its meeting held on 29.05.2023 has approved the Dividend Distribution Policy and reviewed on 21.05.2026 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-Policy-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. The policy will be reviewed and updated periodically or as and when required.

It is hereby affirmatively confirmed all the provisions of Dividend Distribution Policy of the Company has been complied and there are no deviations while taking approval of members for dividend declaration and also all statutory compliances were taken into account. It is further confirmed that reserves are not utilized for dividend payment as there are sufficient balances available in accumulated profits as mentioned in profit and loss appropriation account/financial results.

12. Listing Fees

Your Company is always prompt in honoring its statutory and other obligations. The Company has paid Listing Fee of Rs.4,24,800/- in response to BSE letter dtd. 04.04.2026 for payment of listing fee for the year 2026-27 to Bombay Stock Exchange vide our letter dated 09.04.2026. Further, the company is always prompt and sincere in making payments to the stock exchange.

13. Insurance

Assets of the Company are adequately insured.

14. Fixed Deposits

Members may kindly aware that the Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.03.2026.

15. Directors and Key Managerial Personnel (KMP)

As the Company is not having regular Chairman, the Board 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.

The management of the company wish to express its sincere thanks to the members, for successfully electing (1) Sri E. Ramaiah, Director (Mechanical) (2) Sri P Raghavendra Reddy, Director (Quality Assurance) and (3) Ms. M. Asha Reddy as Independent Director with overwhelming majority in pursuance to the recommendations of the Board, in the AGM held on 27.09.2025. The details of the same are submitted to BSE after the AGM and within the statutory time. Further, for information of members and general public, relevant details are provided on the Companys Website.

Nomination and Remuneration Committee in its meeting held on 06-08-2026 has recommended the proposal for re-appointment of Sri Karunakar Rao Kamisetty as Executive Director (Fin. & Comml.,) on same terms and conditions for a period of 3 years for Board recommendation (10.08.2026) and members prior approval in the AGM to be held on 26.09.2026 to comply with statutory provisions as he will be of 76 years old at the time of re-appointment. Appropriate Special Resolution has been placed in the Notice for your approval.

Shareholders approval is requested in the Ordinary Business for reappointment of Sri E. Ramaiah and Sri P Raghavendra Reddy who are going to retire by rotation at this AGM, being eligible opted for reappointment.

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

Affirmative confirmation declarations have been received by the company 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 2025-26 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 sitting 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 of the Companies Act, 2013 read with SEBI (LODR) 2015, on annual basis.

17. Web-link of Annual Report

To comply with the provisions of Section 92(3) of Companies Act, 2013 the annual report of the company for the financial year 2025-26 has been posted on the website of the company at https:/ /www.tgvgroup.com/download/sraacl/annual-reports/44-annual-report-2025-26.pdf

18. Change in Nature of Business

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

19. Industrial Relations

Your Companys Industrial Relations continue to be harmonious and cordial.

20. Energy Conservation Technology Absorption and Foreign Exchange earnings and outgo

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 31^st March, 2026 is annexed hereto as "Annexure - A" to this report.

21. Directors Responsibility Statement

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

22. 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 conditions of Corporate Governance. The "Annexure C and D" are attached to this report.

23. 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.

24. Statutory Auditors

The term of Statutory Auditors M/s. Brahmayya & Co., Chartered Accountants (Firm Regn. No.000515S) appointed in 40^th 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.

25. 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 vide SRN : AB7966115 dt.06.10.2025 for the financial year 2024-25. The cost audit report for the financial year ended 31^st March, 2026 is being filed well before statutory time limit.

Disclosure on maintenance of Cost records :

The Company maintains required cost records which are prescribed under Sec.148 of the companies Act, 2013 for the financial year 2025-26 and the same have been verified by the Cost Auditors of the company.

26. Audit Committee

The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other applicable statutory provisions. The Audit Committee was reconstituted recently on 12.11.2025 with the following members namely Sri C. Srinivasa Babu, Ms. M. Sridevi and Ms. Geeta Ramesh Serwani, Dr M. Asha Reddy as members with Ms S. Hima Bindu as Chairperson of the Audit Committee.

27. 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 affect to the financial position of the company according to the data of financial year and the data upto its Report.

28. Statement regarding Compliance of the provisions of Materiality Benefit Act

It is hereby confirmed affirmatively that the relevant provisions of Materiality Benefit Act are complied.

29. 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.

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

Considering the importance of risk and its management if the same is visualized and preventive steps to avoid the same to the extent possible are the main and primary goals of 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 related provisions are applicable from the year 2023-24.

In compliance of the provisions of Corporate Governance the same provisions being followed considering its importance and necessity for wellbeing of the company and also all stakeholders 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, Director (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 to 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 submitted to BSE on quarterly basis as a part of Report on Corporate Governance.

31. 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.

32. 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.

33. 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 Regulation 23 of SEBI (LODR) regulations, 2015 and also industrial standards notified by SEBI wherever required. 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 supported by 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.

34. Board 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 2025-26.

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

Members may kindly note that the management of the company is in the habit of rule abiding nature at all time and hence 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. To comply with statutory provisions and to meet the future requirements of the company, necessary steps are taken for 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 link https:// www.tgvgroup.com/download/sraac/2-Nomination-Remuneration-Committee-NRC-Policy-new- file.pdf

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

To achieve the company objective statutory compliance 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.

37. Internal Audit Department

There exists well established separate Internal Audit Department 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 Kumaraswamy who is a Fellow Member of ICAI is in the cadre of Sr. Vice President duly discharging duties. As and when required, the internal audit department will take the advice and assistance of outside professional/technical qualified professionals to evaluate performance and effectiveness and efficiency of company activities.

38. Secretarial Auditor

Members may kindly aware that the terms of SECRETARIAL AUDITOR, Sri Mahadev Tirunagari (C.PNo.7350, processing Peer Review Certificate), appointed in the 43^rd AGM held on 27.09.2025, is for a term of 5 consecutive years (from 01.04.2025 to 31.03.2030), to comply with the provisions of Regulation 24 of SEBI (LODR) 2015 read with Section 204 of Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report for the year ending 31.03.2026 has been annexed to this Annual Report as "Annexure - J" to comply with the provisions of Companies Act, 2013 and other applicable provisions. Further, the Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. Further, in compliance of Regulation 34(3) read with Schedule V Para C Clause 10 (i) of SEBI (LODR) 2015 certificate on "Non-Disqualification of Directors" issued by Secretarial Auditor is enclosed as an "Annexure - K" for kind information of members.

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 31^st March, 2026 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.

39. 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 2025-26 i.e. 31^st March, 2026 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%20Return%202025-26.pdf

40. Details of Remuneration paid to KMP and Directors

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

41. 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.

42. Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies as on 31.03.2026.

43. 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, Secretarial Auditor Sri Mahadev Tirunagari, Practicing Company Secretary has issued appropriate certificate regarding non-applicability of the provisions of Directors disqualification to comply with the provisions of SEBI (LODR) Regulations, 2015.

44. Evaluation

To remove the ambiguity in the process of evaluation of performance of Board and its constituent members, respective performances are compared with well-defined indicators to 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 in an objective manner by giving due weightage and importance to various aspects of committees and also the Board as a whole.

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.

To ensure independence and also privacy it is ensured that 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 evaluate the individual performances effectively in an objective manner.

To equip the independent and non-executive directors to familiarize with company operation, directors familiarization programmes were undertaken before all 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.

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

Members may be aware that the company management gives utmost importance to compliance of all rules and regulations be it statutory or self-respect for proper behavior as we are part and parcel of human society. 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 thereunder. The Company has no such cases of sexual harassment at workplace during the current year 2025-26. Further to comply with statutory compliances, 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, Director (Quality Assurance)- Chairman (2) Sri E. Ramaiah, Director (Mechanical)-Member and (3) Sri G. Prahlada Setty, General Manager-Member.

46. Instances of Fraud reported to Audit Committee

It is confirmed that there are no instances of fraud reported to Audit Committee during the year 2025-26 in pursuance to Sec. 134 (3) (ca) of the Companies Act, 2013.

47. 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 2025-26.

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

During the year 2025-26, the Board of Directors of the Company has met four times. The details of Board Meetings are furnished in report on Corporate Governance under Page No.47 as annexure to this report. The said report also contains details of Committee Meetings also.

49. 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

50. 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.

Equity Dividend

Financial Year	Equity Dividend Declared	Date of declaration of Dividend	Last date for making claim with the company for unpaid/ unclaimed dividend amount	Unclaimed Dividend Amount as on 31.03.2026 (Rs.)	Due date for transfer to IEPF Account
2022-23	Rs. 1/- per share (@ 10%)	29.09.2023	04.10.2030	12,89,469.00	05.11.2030
2023-24	Rs. 1/- per share (@ 10%)	28.09.2024	03.10.2031	13,01,974.00	04.11.2031
2024-25	Rs. 1/- per share (@ 10%)	27.09.2025	03.11.2032	13,42,298.00	04.11.2032

51. Acknowledgement

Your Directors wish to express their sincere 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
	Sd/-	Sd/-
	K. KARUNAKAR RAO	C. SRINIVASA BABU
Place : Hyderabad	Executive Director (Fin. & Comml.,)	Executive Director (Technical)
Date : 10th August, 2026	(DIN: 02031367)	(DIN: 09266926)