Markets

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

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:

8. Company’s market capitalization rank - Applicability of BRSR

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 31.03.2026 (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 company's Equity 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 (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 Company's 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 Company's 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 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.

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. Company’s 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 Company's 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 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.

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. 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 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 Company's 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

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 : 10^th August, 2026 (DIN: 02031367) (DIN: 09266926)