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

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

FINANCIAL RESULTS (' in lakhs)

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 enti'tlements/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 (1^st 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%20Redempti'on.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:

7. Company's market capitalization rank

The applicability of provisions of BRSR are mainly dependent on Company's market capitalization
rank notified by the Stock Exchange in which Company shares are traded. It may please be noted
that Company's 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
company's share on BSE platform where company's 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 Company's 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 company's opportunities in future

There was no significant and material order passed by the Regulator or Court or Tribunal
impacting the going concern status and company's 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. Company's 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 Company's website under the
linkhttps://www.tgvgroup.com/download/sraac/2-Nomination-Remunerati'on-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 organization's
process of designing and implementing a system of internal control. Our IFC process, facilitates
orderly and efficient conduct of its business including adherence to Company's 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 "non¬
disqualification 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 non¬
applicability 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-Executi've 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 Company's 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 Company's 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

(*) RI means Resident Indian
Equity Dividend

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 ; ^H_t^yderabad K. KARUNAKAR RAO C. SRINIVASA BABU

^Date : 8 ^Augus^ ²⁰²⁵ Executive Director (Fin. &Comml.,) Executive Director (Technical)

(DIN:02031367) (DIN:09266926)