Directors Report of Tega Industries Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting the 49th Annual Report together with the Audited Financial Statements of your Company
for the Financial Year ended March 31,2025.

Financial Snapshot

	Consolidated		Standalone
Particulars	Year ended March 31,2025	Year ended March 31,2024	Year ended March 31,2025	Year ended March 31,2024
Total Income	16,818.05	15,149.19	9,507.40	7,658.20
Total Expenses	14,270.78	12,723.78	7,202.83	6,020.42
Profit before share of net profit of Joint Venture accounted for using equity method and tax	2,547.27	2,425.41	-	-
Share of net profit of Joint Venture accounted for using equity method	44.71	44.32	-	-
Profit Before Tax	2,591.98	2,469.73	2,304.57	1,637.78
Total Tax	590.78	531.16	545.33	372.77
Profit After Tax	2,001.20	1,938.57	1,759.24	1,265.01
Other Comprehensive Income (net of tax)	180.60	(382.99)	(1.23)	7.35
Total Comprehensive Income	2,181.80	1,555.58	1,758.01	1,272.36
Basic Earnings Per Share	30.08	29.17	26.44	19.04

Results of Operations and the
State of Companyâs Affairs

Your Company operates in two segments Consumables and
Equipments, serving the global mineral beneficiation, mining and
bulk solids handling industry.

Tega Industries Limited is a leading manufacturer and distributor of
specialized âcritical to operate'' consumable products for the global
mineral beneficiation, mining and bulk solids handling industry,
based on sales. Your Company offers comprehensive solutions to
marquee global clients in the mineral beneficiation, mining and bulk
solids handling industry, through its wide product portfolio. Tega
McNally Minerals Limited (TMML), a 100% wholly owned subsidiary
of your Company, operates as an Original Equipment Manufacturer
(OEM). TMML offers comprehensive solutions encompassing the
manufacturing and marketing of equipment crucial for crushing,
screening, grinding, material handling and mineral processing.
With a robust portfolio featuring 40 equipment types, TMML
emerges as a key player in the crushing and beneficiation process
within the industry.

During the year under review, your Company demonstrated steady
progress, strengthening its position as a key Indian manufacturer of
high-quality consumables for the global mining industry. We have
witnessed robust sales growth across all regions, reflecting the
effectiveness of our strategies and the value we provide for our
customers. Despite ongoing geopolitical and economic volatility
- the Russia Ukraine, the Israel Hamas wars along with the wave
of tariffs and protectionist measures led by the US, leading to a

disruption in the global trade flow, your Company maintained a
steady operational performance, driven by strategic export growth
and continued focus on innovation as well as customer satisfaction.
A significant portion of our products and solutions are customized
for the gold and copper mines, both have a robust demand. Gold
being a safe-haven asset and a portfolio diversifier. Copper''s
natural properties, from its durability to high conductivity, make
it the material of choice for the green transition contributing to
solutions for modern climate challenges. Our customers include
the top Global Mines and we have a strong order book of H 10,292
million as on March 31, 2025, out of which, executable orders are
around 60%, within one year. Our association with Europe''s largest
copper mine, for the supply, installation and management of Tega''s
products for the mineral processing plant is progressing as per
our expectations.

We acquired TMML in early 2023, it has now been fully integrated
with your Company and is geared up to meet established goals.The
efforts made over the last two years have started yielding results.
TMML successfully commissioned operations at the prestigious
project of Hutti Gold Mine and was awarded a contract as part
of a consortium, from NMDC, India''s largest iron ore producer,
for a new 7 MTPA iron ore screening and beneficiation plant. The
contract, which includes design, engineering, manufacture, supply,
erection, testing, and commissioning on a turnkey basis, is valued
at approximately H8,7I6 million (inclusive of taxes). TMML''s share
in the contract is HI, 199 million (inclusive of taxes). The group
synergies and focused approach has helped TMML to increase the
EBITDA margins, profitability and gain confidence from stakeholders
including employees, bankers, vendors, and customers.

The Financial Year 2024-25 has been significant for your
Company, marked by record total revenues of approximately
H 16,818.05 Million and an EBITDA of around H3,829.63 Million.
Despite navigating a dynamic operating environment, your
Company delivered exceptional results, showcasing resilience
and adaptability. The Consumables business saw a notable growth
of 10.8% over the previous year, reaching revenues of H 14,301
Million, while the Equipment business achieved revenues of
H2,157 Million, representing a growth of 4.6 % over FY 2023-24
year on year basis. Although supply chain challenges persisted,
your Company proactively managed them, albeit with some
impact on transportation delays and inventory. Without these
challenges, your Company revenues could have been even
higher, showcasing your Company potential for further growth.
Your Company''s commitment to addressing supply chain issues
and closely monitoring market movements underscores its
dedication to supporting customers. Your Company''s growth
reflects its positive momentum and confidence as reposed by
its investor. Overall, your Company has not only demonstrated
resilience but also positioned itself for continued success in the
upcoming financial year.

Your Company''s total consolidated income was H 16,818.05 Million
from H 15.149.19 Million last year, marking a significant increase.The
profit before tax was H2,591.98 Million compared to H2,469.73
Million in the previous year. After taxes, our net profit amounted
to H2,001.20 Million, up from H 1,938.57 Million last year, with a
slight variation of H 62.63 Million this year. Our total assets under
management have also grown, reaching H20,952.02 Million from
H 18,901.39 Million last year. On our standalone basis, total income
stood at H 9,507.40 Million, up from H7,658.20 Million last year. The
profit before tax increased to H2,304.57 Million from H 1,637.78
Million and after taxes, the net profit increased to H 1,759.24
Million from H 1,265.01 Million last year. The total assets under
management also grew to H 15,558.65 Million from H 14,543.67
Million last year. These numbers show your Company''s strong
financial performance and ability to seize growth opportunities.

The Financial Statements of your Company have been prepared
in accordance with the Ind AS and the relevant provisions of the
Companies Act, 2013 (hereinafter referred to as the âAct'') and rules
made therein, as applicable, Regulation 33, 34 and 48 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as âSEBI
Listing Regulations, 2015''). Accounting policies have been consistently
applied except where a newly issued accounting standard if initially
adopted or a revision to an existing accounting standard requires
a change in the accounting policy hitherto in use. Your Company
discloses standalone and consolidated Unaudited Financial Results on a
quarterly basis, which are subjected to Limited Review and standalone
and consolidated Audited Financial Results on an annual basis.

Dividend and its Distribution
Policy

The Board of Directors have recommended a final dividend of
H2 (Rupees Two) per equity share i.e., 20% on the Equity Shares
of the Company of the face value of H10 (Rupees Ten) each for
the Financial Year ended March 31, 2025, subject to approval of
members at the ensuing Annual General Meeting and shall be
subject to deduction of income tax at source.

In accordance with Regulation 43A of SEBI Listing Regulations,
2015, a Dividend Distribution Policy has been adopted by your
Company, covering, inter alia, the parameters for the declaration
of dividend, utilisation of retained earnings, the procedure for
dividend declaration, etc. it was last reviewed and amended on May
15, 2025. The Policy is available on the website of your Company
at the following web-link: https://www.tegaindustries.com/images/
articles/pdf/Dividend_Distribution_Policy.pdf

The dividend payout for the year under review is in accordance
with your Company''s policy to pay sustainable dividends linked to
the long-term growth objectives of your Company to be met by
internal cash accruals.Your Company''s strong performance on the
back of meticulous execution over the years, as reflected in the
combination of high growth and profitability, has led to building a
strong, debt-free and liquid Balance Sheet. Our focus is on ensuring
a sustainable and profitable financial position. We also understand
that our stakeholders expect us to deliver long-term growth riding
on a solid strategy and prudent business decisions.

Operations

Your Company operates in ten cutting edge manufacturing plants
across the world, with seven located in India and three strategically
placed in major mining locations including Chile, South Africa and
Australia. Your Company''s sales and distribution network spans
over 92 countries.

Your Company has adopted Digital Platforms for its various
processes across Functions. Industry 4.0 by leveraging digital
Technology for automated Real Time Monitoring & Control of
Processes ensuring Repeatable & Robust Product Quality. Your
Company has invested in a Digital Management Information
System that has enhanced a granular understanding of our business
and prompted data-based Decision making. This has strengthened
our Operations (Procurement & Manufacturing), Sales, Human
Resource and Costing. Industrial Relations at all units in India as
well as all the other units in different geographies continued to be
satisfactory during the year under review.

Focusing on leading environmental, social and governance practices
as a core part of your Companyâs business, sustainability and
safety have been integrated into the business at all levels of your
Company through policies, standards, strategies and business plans.
As your Company is moving towards net zero goals, technologies
and products are helping customers on their own sustainability
journey by enabling significant reductions in power consumption
as well as reduction of their carbon footprint.

Human Resources

Your Company is committed to establishing itself as an employer
of choice by fostering a workplace where employees are
motivated, engaged and aligned with the organizationâs goals.
The focus remains on creating an environment that enables
individuals to thrive, achieve their potential and contribute
meaningfullyâwhile ensuring they do so with a sense of fulfilment
and purpose. With a strong emphasis on breaking barriers and
promoting equitable opportunities, your Company continues to
prioritize Diversity, Equity and Inclusion (DEI). This commitment is
reflected in multiple initiatives carried out during the year under
review. To support sustained organizational growth and enhance
internal capability, programs were conducted aiming at nurturing
leadership and building system resilience. Additionally, significant
progress was made in laying the foundation for continuous learning
through Learning Management System (LMS), designed to provide
structured, ongoing development opportunities for all employees.
Further, the organization undertook comprehensive efforts to
raise awareness around DEI. This included workshops on gender
sensitization, multiple training sessions on the Prevention of
Sexual Harassment (POSH) and the launch of an E-module on
POSH to ensure widespread understanding as well as compliance.
These steps underscore your Companyâs dedication to fostering a
respectful, inclusive and informed workplace culture.

Business Responsibility &
Sustainability Report

At Tega Industries, âPartnerships In Practiceâ¢â embodies our
commitment to partner responsibly with all relevant stakeholders
throughout the value chain for creating a better and sustainable
future. We think that any companyâs growth strategy should be
illuminated by the Triple Bottom Line, which speaks of economic,
social and environmental sustainability. While recognizing
the importance of Environment Social Governance (ESG)
stewardship as fundamental to our mission, we are striving to
implement international benchmarks and enhance our intraÂ¬
company ESG initiatives & practices. Our commitment extends to
improving workforce diversity, equity, inclusion, health, safety and
community well-being.

We practice inclusive growth, where we make sure that our
progress is reflected in both our internal and external stakeholdersâ
wellbeing as well as the environment, on which we depend for
all our natural resources. Through our customized innovative
engineering solutions, we are striving to add value to the processes
of clients in multiple ways that leads us to a greener future and a
greener Earth.Your Company is one of the top 500 listed entities
and accordingly pursuant to Regulation 34(2) of the SEBI Listing
Regulations, 2015 it has presented its Business Responsibility
and Sustainability Report for the Financial Year 2024-25, in the
prescribed format and the same forms an integral part of this
report as Annexure - I.

Particulars of Conservation of
Energy, Technology Absorption,
Foreign Exchange Earnings and
Outflow

The particulars relating to the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required
under Section I34(3)(m) of the Act are given in Annexure - II
attached hereto and forms part of this Report.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has
formulated and recommended to the Board a Corporate Social
Responsibility Policy (CSR Policy), which has been approved by
the Board. The Policy outlines the activities undertaken by your
Company in accordance with Schedule VII of the Act and is
available on the Companyâs website at: https://www.tegaindustries.
com/investors/policies/corporate_social_responsibility_policy.pdf.

Your Company continues to demonstrate its commitment to
the community by dedicating resources toward impactful social
development initiatives.The CSR Committee of your Company has
formulated a CSR Policy which identifies focus areas like education,
health, protection of national heritage, rural transformation,
environmental sustainability and other activities included in
Schedule VII of the Act.

During the year under review, your Company continued its
commitment to social development through a focused and
outcome-driven CSR strategy. Education remained central to your
Companyâs CSR efforts, with several projects focused on upgrading
school infrastructure including classrooms, sanitation facilities
and digital learning tools. Significant projects such as Disha India
Community School in Haryana and Swapnopuron Shiksha Niketan
in the Sundarbans, supported the expansion of educational spaces
in remote areas, helping improve access to quality education,
reduce dropout rates.

Besides promoting education, your Company also strengthened
rural livelihoods by empowering women and advancing
environmental sustainability through innovative, community
led initiatives. In Kalyani, a Self-Help Group (SHG) was formed
and trained, to convert invasive water hyacinth into eco-friendly
products like diaries, pen stands, utility boxes, handmade paper

etc. This initiative created an alternative livelihood to rural
women and promoted restoration of local water bodies. It also
received recognition from local authorities and was showcased at
district-level events. Plantation of more than 6,400 fruit trees and
rejuvenation of more than 30 ponds was completed at ecologically
sensitive areas of Sundarbans contributing to groundwater
recharge, increased biodiversity and climate change mitigation.

Additionally, your Company contributed to special projects such
as promoting classical dance like Kathak, supporting inclusive
education and care for neurodiverse children as well as contributing
to the welfare of army personnel and their families.

Your company remains committed to creating a long-term, inclusive
impact by integrating its business values with broader community
progress and national development priorities.

A report on Corporate Social Responsibility (CSR) during the
Financial Year ended March 31,2025, pursuant to the provisions of
Section 135 of the Act and Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is given as Annexure - III
to this Report.

Risk Management

Internal Control Systems

As per Section 134(5)(e) of the Act, the Directors have an overall
responsibility for ensuring that your Company has implemented a
robust system and framework of Internal Financial Controls. Your
Company has an Internal Financial Controls (âIFC'') framework,
commensurate with the size, scale and complexity of your
Company''s operations. The Board of Directors of your Company
is responsible for ensuring that Internal Financial Controls (âIFC'')
have been laid down by your Company and that such controls
are adequate as well as operating effectively. The internal control
framework has been designed to provide reasonable assurance
with respect to recording and providing reliable financial as
well as operational information, complying with applicable laws,
safeguarding assets from unauthorized use, executing transactions

with proper authorization and ensuring compliance with
corporate policies.

Your Company has devised appropriate systems and framework
including proper delegation of authority, policies and procedures,
effective IT systems aligned to business requirements, risk
based Internal Audits, Risk Management framework and Whistle
Blower mechanism. Your Company has already developed and
implemented a framework for ensuring internal controls over
financial reporting. The framework includes entity level policies,
process and operating level controls & policies. The entity level
policies include anti-fraud policies (like Code of Conduct, Insider
Trading Policy and Whistle Blower Policy) inter alia others. Your
Company has also prepared Risk Control Matrix (RCM) for each of
its key processes, like, procure to pay, order to cash, hire to retire,
treasury, fixed assets, inventory, manufacturing operations, etc.Your
Company periodically reviews the adequacy and effectiveness of
its risk management system to ensure the effectiveness as well
as proactive action by the RCM considering the rapidly changing
business environment. During the year, your Company remained
vigilant about rapid shifts in industry requirements, dynamic geoÂ¬
political environment, increasing impacts of climate change and
swiftly evolving regulatory landscape, thereby integrating risk
identification and mitigation, which further enabled to test the
controls. We are happy to state that no reportable significant
deficiency / material weakness was observed.

The Internal Audit team develops an Annual Audit Plan based on
the risk profile of the business activities. The Internal Audit plan is
approved by the Audit Committee, which also reviews compliance
to the plan. The Internal Audit team monitors and evaluates the
efficacy and adequacy of internal control systems in the Company,
its compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report
of internal audit function, process owners undertake corrective
action(s) in their respective area(s) and thereby strengthen the
controls. Significant audit observations and corrective action(s)
thereon are presented to the Audit Committee. The Audit
Committee reviews the reports submitted by the Internal Auditors
on a quarterly basis.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its
subsidiaries for FY 2024-25 are prepared in compliance with
the applicable provisions of the Act and as stipulated under
Regulation 33 of the SEBI Listing Regulations, 2015 as well as in
accordance with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015. The
Audited Consolidated Financial Statements together with the
Auditor''s Report thereon forms part of this Report. Pursuant to
the provisions of Section 136 of the Act, the Financial Statements
of the Company, Consolidated Financial Statements along with
relevant documents and separate annual accounts in respect of
subsidiaries are available on the website of the Company.

Share Capital and Changes in
Capital Structure

As on March 31, 2025, the total paid up Equity share capital of
your Company is H 665.35 Million divided into 6,65,35,492 equity
shares of H 10/- each. The total shareholding of the Promoter(s) of
your Company is 74.80% and none of the Promoters/ Promoter
Group shareholding is under pledge. Further, in compliance with
Regulation 31(2) of SEBI Listing Regulations, 2015, the entire
shareholding of promoter(s) is in dematerialized form.

As on March 31,2025, the total Authorized Share Capital of your
Company is H 1,050 Million (Rupees One Thousand Fifty Million)
divided into 7,00,00,000 (Seven Crore) equity shares of H 10/-
(Rupees Ten) each and 3,50,00,000 (Three Crore Fifty Lakh)
preference shares of H 10/- (Rupees Ten) each.

During the year under review, the Board of Directors at their meeting
held on February 28, 2025, accorded their approval to re-classify
the Authorised Share Capital of the Company by way of cancelling
unissued Authorized Preference Share Capital and increasing the
Authorized Equity Share Capital by adding 3,50,00,000 (Three
Crore Fifty Lakh) equity shares (equivalent to cancelled unissued
Authorized Preference Shares) of the face value of H 10/- (Rupees
Ten) each amounting to H 350 Million (Rupees Three Hundred Fifty
Million). Post cancellation of the unissued Authorized Preference
Share Capital and increase in the equivalent equity shares of the
Company, the Authorised Share Capital of the Company will be
H 1,050 Million (Rupees One Thousand Fifty Million) divided into
10,50,00,000 (Ten Crore Fifty Lakh) equity shares of H 10/- (Rupees
Ten) each. The re-classification of the Authorised Share capital and
consequent alteration in the Capital Clause of Memorandum of
Association of the Company was approved by the Members of your
Company through Postal Ballot on April 02,2025.

Transfer to General Reserves

Your Directors do not propose to transfer any amounts to the
general reserves of your Company, instead they have recommended
to retain the entire amount of profits for the Financial Year ended
March 31,2025, in the profit and loss account.

Your Company did not have any amounts due or outstanding as at
the Balance Sheet date to be credited to the Investor Education
and Protection Fund.

Employee Stock Option Scheme
- 2011

In view of the regulatory changes with the introduction of the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, the Members of your
Company approved the amendments /modifications in the existing
provisions ofâEmployee Stock Option Scheme-2011'' (âESOP-
2011â) in accordance with the aforesaid regulations vide postal

ballot dated April 03, 2022. Your Company received in-principle
approval from the Stock Exchanges for the said scheme.

During the Financial Year 2022-23 and 2023-24, the Nomination
and Remuneration Committee of your Company has approved
the allotment of 60,963 Equity Shares and 1,81,380 Equity Shares
respectively to employees of your Company under âEmployee
Stock Option Scheme-201 1'' (âESOP-201 1 â) under various
tranches.Your Company received listing and trading approval from
the Stock Exchanges for the aforesaid shares.

The objective of ESOP-2011 is to attract, retain and motivate
the best available talent by way of rewarding employees for their
performance and to motivate them to participate in the growth of
your Company, besides creating long term wealth in their hands.
Accordingly, Options had been granted from time to time to the
eligible employees of your Company.

Deposits

Your Company has not accepted any deposits from the public
and consequently, there are no outstanding deposits in terms
of the Companies (Acceptance of Deposits) Rules, 2014 as on
March 31,2025.

Subsidiaries, Joint Ventures and
Associate Companies

The Statement in Form AOC-1 containing the salient features of
the Financial Statements of your Company''s subsidiaries and joint
venture pursuant to the first proviso to Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014, forms
part of the Annual Report. Further, in line with Section 129(3) of
the Act read with the aforesaid Rules, SEBI Listing Regulations,
2015 and in accordance with the Companies (Indian Accounting
Standards) Rules, 2015 (Ind AS Rules) read with Schedule III to the
Act, Consolidated Financial Statements prepared by your Company
includes the financial information of its subsidiary companies.

A Report on the performance and financial position of each of
the subsidiaries included in the Consolidated Financial Statements
prepared by your Company as per Rule 8(1) of the Companies
(Accounts) Rules, 2014, forms part of the annual accounts of
each of the subsidiary companies and forms part of Form AOC-
1. The said Report is not repeated here for the sake of brevity.
Members interested in obtaining a copy of the annual accounts of
the subsidiaries may write to the Company Secretary at the email
id [email protected].

In accordance with Section 136 of the Act, the Audited Financial
Statements, including the Consolidated Financial Statements and
related information of your Company and Audited Accounts of
each of its subsidiaries, are available on your Company''s website
www.tegaindustries.com.

As on March 31,2025, the Company had 14 (fourteen) subsidiaries
(one in India and thirteen overseas) and 1(one) JointVenture.There
has been no material change in the nature of the business of the
subsidiaries. During the year under review, Tega Industries Ghana
Ltd, a subsidiary of Tega Holdings Pte. Limited was incorporated
w.e.f. January 04, 2025.

Your Company has formulated a Policy for determining Material
Subsidiaries in accordance with SEBI Listing Regulations, 2015, it
was last reviewed and amended on May 15, 2025.

The Policy is available on your Companyâs website at the following
link: https://www.tegaindustries.com/images/articles/pdf/Policy_

for_Determining Material_Subsidiaries.pdf.

Related Party Transactions

During the year under review:

a) all contracts / arrangements / transactions entered by your
Company with related parties were in its ordinary course of
business and on an armâs length basis.

b) there were no material related party transactions which
required prior approval of the Members.

c) your Company had not entered into any contract /
arrangement / transaction with related parties which is
required to be reported in Form No. AOC-2 in terms of
Section I34(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014.

d) There were no materially significant related party transactions
which could have potential conflict with the interests of your
Company at large.

The Policy on Related Party Transactions was last reviewed
and amended on May I5, 2025. The Policy is available on
your Companyâs website at following web-link: https://www.
tegaindustries.com/images/articles/pdf/POLICY_ON_RELATED_
PARTY_TRANSACTIONS.pdf.

Members may refer to Note 37 of the Standalone Financial
Statements which sets out related party disclosures pursuant
to Ind AS.

Inter-Corporate Loans and
Investments

Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.

Annual Return

Pursuant to Section 92(3) read with Section I34(3)(a) of the
Act, the Annual Return of your Company is available at www.
tegaindustries.com.

Credit Rating

Your Company has obtained credit ratings for the credit facilities
availed by it and the strong ratings ascribed by the Rating
Agencies reflect your Companyâs financial discipline and prudence
in management.

As on the date of this report, the credit rating of the Company as
given by CRISIL Ratings Limited is as follows:

Long Term Rating	CRISIL AA-/Stable
Short Term Rating	CRISIL A1

Board Meetings

Your Company follows the practice of drawing up an annual
calendar for Board and Committee Meetings to ensure the
presence of maximum number of Directors in all the Meetings.
The primary business of the Board consists of evolving strategy,
annual business plans, review of actual performance and course
correction and any other matter as may be deemed fit. The role
of the Board also includes structuring, investment and business
re-organization. Matters such as capital expenditure, recruitment
of senior level personnel, safety and environment, HR related
developments, compliance with status and risk management are
also reviewed by the Board from time to time.

Your Companyâs commitment to good governance practice allows
the Board to effectively perform these functions. Your Company
ensures that timely and relevant information is made available to
all the Directors in order to facilitate their effective participation
and contribution during the meetings and discussions.

7 (seven) Board Meetings were held during FY 2024-25, the
details of which are given in the Corporate Governance Report
attached to this Report. The maximum time gap between
any 2 (two) consecutive meetings did not exceed I20 (one
hundred twenty) days.

Committees of the Board

Pursuant to various requirements under the Act, and the SEBI
Listing Regulations, 2015, the Board of Directors has constituted/
reconstituted (whenever necessitated) various committees such
as Audit Committee, Nomination & Remuneration Committee,

Stakeholders'' Relationship Committee, Corporate Social
Responsibility Committee and Risk Management Committee.
During the year under review, there were no instances
when the recommendations of the Committees were not
accepted by the Board.

The details of composition, terms of reference, etc., pertaining
to these committees are mentioned in the Corporate
Governance Report.

Further, 2 (two) Committees have been constituted by the Board of
Directors (i) the Finance & Operations Committee for operational
convenience in handling day-to-day banking and operations related
matters and (ii) Sustainability Committee, to oversee and drive
sustainability initiatives within the organization.

Directors

During the year under review, the following changes took place in
the constitution of the Board of Directors of the Company:

â¢ Post conclusion of the term of Mr. Syed Yaver Imam
(DIN:00588381) as a Whole time Director on May 31,2024,
he was appointed as an Additional Director (Category: NonÂ¬
Executive Non-Independent) by the Board of Directors based
on the recommendation of the Nomination & Remuneration
Committee with effect from June 01, 2024, thereafter the
members of the Company at the 48th Annual General
Meeting held on August 20, 2024 accorded their approval for
his appointment in the present designation.

â¢ Mr. Anand Sen (DIN: 00237914) was appointed as an
Additional Director (Category: Non-Executive Independent)
by the Board of Directors based on the recommendation of
the Nomination & Remuneration Committee for a term of 5
(five) consecutive years with effect from November 14, 2024.
Thereafter, the members of the Company through Postal
Ballot on January 26, 2025, approved his appointment.

â¢ Mr. Madan Mohan Mohanka (DIN: 00049388), Chairman
and Whole time Director of the Company, expressed his
intention to relinquish his position as Whole time Director
of the Company with effect from January 3 1, 2025. The
Board of Directors based on the recommendation of the
Nomination and Remuneration Committee at its meeting
held on December 19, 2024 approved the re-designation
of Mr. Madan Mohan Mohanka as Chairman and NonÂ¬
Executive Non-Independent Director of the Company with
effect from February 01, 2025. Subsequently, the members
of the Company through Postal Ballot on January 26, 2025,
approved his re-designation.

In accordance with the provisions of Section 152 of the Act, and
the relevant Rules and your Company''s Articles of Association,
Mr. Syed Yaver Imam (DIN:00588381) retires by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment.

The Board of Directors of your Company recommends the reÂ¬
appointment of the above Director.

The brief resume/details relating to Director who is proposed to be
re-appointed has been furnished in the Notice of the ensuing AGM.

Your Company has received a declaration from each of the
Independent Directors under Section 149(7) of the Act, and
Regulation 25(8) of SEBI Listing Regulations, 2015 that he/she
meets the criteria of independence laid down in Section 149(6)
of the Act, and Regulation 16( 1 )(b) of SEBI Listing Regulations,
2015 and that he/she is not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could impair or
impact his/her ability to discharge his/her duties with an objective
of independent judgement and without any external influence.
With regard to integrity, expertise and experience (including the
proficiency) of the Independent Director appointed/re-appointed,
the Board of Directors are of the opinion that all the Independent
Directors are persons of integrity and possess relevant expertise
and experience and their continued association as Directors will
be of immense benefit and in the best interest of your Company.
All requisite declarations were presented before the Board.
Further, the Board of Directors took on record the declaration
and confirmation submitted by the Independent Directors under
Regulation 25(8) of SEBI Listing Regulations, 2015, after undertaking
due assessment of the veracity of the disclosures submitted.
Further, at the time of appointment of Independent Directors, a
formal letter of appointment is given to the Director, inter alia
explaining the role, duties and responsibilities of the Director.
Disclosures w.r.t. Familiarisation programmes for Independent
Directors are available on the link: https://www.tegaindustries.
com/images/articles/pdf/Familiarization-Programme-for-
Independent-Directors.pdf

Pursuant to Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2019, effective from December
01, 2019, the Independent Directors of your Company have
registered themselves with the Databank maintained by the Indian
Institute of Corporate Affairs (IICA) and their names presently
stands included in the Databank of IICA. The Independent
Directors have successfully qualified the Online Proficiency SelfÂ¬
Assessment Test, as may be applicable.

Key Managerial Personnel

During the year under review, the following changes took place:

â¢ Mr. Syed Yaver Imam (DIN: 00588381) ceased to be a Key
Managerial Personnel of your Company with effect from
June 01,2024, post conclusion of his term as a Whole time
Director of your Company on May 31,2024.

â¢ Mr. Madan Mohan Mohanka (DIN: 00049388) ceased to
be a Whole time Director post his re-designation as NonÂ¬
Executive Non-Independent Director with effect from
February 01, 2025. He continues to be the Chairman
of the Company.

In terms of the provisions of Section 2(51) and Section 203 of the
Act, the following are the Key Managerial Personnel (KMP) of the
Company as of March 31,2025 -

1) Mr. Mehul Mohanka (DIN: 00052134) - Managing Director
and Group CEO.

2) Mr. Sharad Kumar Khaitan - Chief Financial Officer.

3) Ms. Manjuree Rai, Global Head - Legal & Compliance,
Company Secretary & Compliance Officer.

Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of the
SEBI Listing Regulations, 2015, the Board has carried out the
evaluation of its own performance and that of its committees
as well as evaluation of performance of the individual Directors.
Further, the Independent Directors at their meeting reviewed
the performance and role of Non-Independent Directors and the
Board as a whole and Chairperson of your Company. The manner
in which the evaluation has been carried out has been explained in
the Corporate Governance Report attached to this Report.

Nomination & Remuneration
Policy

The Board of Directors of your Company have adopted a Policy
on Selection & Remuneration of Directors, Key Managerial
Personnel and other employees based on the recommendation
of the Nomination & Remuneration Committee pursuant to the
provisions of Section 178(3) of the Act, and Regulation 19 of SEBI
Listing Regulations, 2015. This policy lays down the criteria for
determining qualifications, competencies, positive attributes and
independence for the appointment of a Director (Executive/Non-
Executive) and the criteria for determining the remuneration of the
Directors, Key Managerial Personnel (KMP) and other employees.
The Policy was last reviewed and amended on December 19, 2024,
may be accessed on the link:- https://www.tegaindustries.com/
images/articles/pdf/Nomination_and_Remuneration_Policy.pdf

Vigil Mechanism And Whistle
Blower Policy

Your Company has devised an effective whistleblower mechanism
enabling stakeholders, including individual employees and their
representative bodies, to communicate their concerns about illegal
or unethical practices freely. Your Company has also established a
vigil mechanism for stakeholders to report concerns about any
unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct.

Your Company has formulated a codified Whistle-Blower Policy
incorporating the provisions relating to Vigil Mechanism in terms
of Section 177 of the Act, and Regulation 22 of SEBI Listing

Regulations, 2015, in order to encourage Directors and Employees
of your Company to escalate to the level of the Audit Committee
any issue or concerns impacting and compromising with the interest
of your Company and its stakeholders in any way. Your Company
is committed to adhere to highest possible standards of ethical,
moral and legal business conduct and to open communication
and to provide necessary safeguards for protection of employees
from reprisals or victimisation, for whistle blowing in good faith.
The Policy is available on the Company''s website : https://www.
tegaindustries.com/images/articles/pdf/Whistle_Blower_Policy.pdf

Further, no complaints were reported under the Vigil Mechanism
during the year.

Prevention of Sexual Harassment
of Women at Workplace

Your Company has zero tolerance for sexual harassment at
workplace and has adopted a policy viz., Policy on Prevention
of Sexual Harassment in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act). Your Company is also in
compliance with the provisions of the POSH Act, with respect to
the constitution of Internal Complaints Committee.

Your Company did not receive any complaint of sexual harassment
during the year under review. It also has a policy on Prevention of
Sexual Harassment ofWomen atWorkplace, the same is available on
the Company''s website - https://www.tegaindustries.com/images/
articles/pdf/POSH_Policy_-_Tega_Industries_Limitedl.pdf. To

build awareness on this subject, the Company has been conducting
awareness sessions during induction of new employees and also
periodically for permanent employees, third-party employees and
contract workmen through online and in person sessions.

Particulars Of Employees And
Related Disclosures

The disclosures required pursuant to Section l97 of the Act
read with Rule 5 of Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is annexed as Annexure - IV. The statement
containing particulars of employee remuneration as required
pursuant to the provisions of Section 197(12) of the Act and Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this Report.
In terms of Section 136 of the Act, the Annual Report is being
sent to the Shareholders, excluding the aforesaid statement. The
statement is open for inspection upon request by the members,
and any member desirous of obtaining the same may write to the
Company Secretary at [email protected]

Material Changes

And Commitments

There are no material changes and commitments affecting the
financial position of your Company between the end of the
Financial Year, i.e. March 31,2025 and the date of this Report.

Corporate Governance

In terms of the provisions of Regulation 34(3) of the SEBI Listing
Regulations, 2015, the Corporate Governance Report and the
Certificate on the Compliance of Conditions of Corporate
Governance forms part of the Annual Report and are given
separately as Annexure - V.

Statutory Auditors and Their
Audit Report

During the year under review, M/s. Price Waterhouse & Co
Bangalore LLP, Chartered Accountants have tendered their
resignation with effect from August 09, 2024 and M/s. Walker
Chandiok & Co LLP, Chartered Accountants (Firm Registration
No. 001076N/N500013) were appointed as Statutory Auditors of
your Company to fill the casual vacancy caused by the resignation
of M/s. Price Waterhouse & Co Bangalore LLP, Chartered
Accountants until the conclusion of the 48th AGM.

Further, as per the provisions of Section 139 of the Act read with
relevant rules made thereunder, on the recommendation of the
Audit Committee and the Board of Directors post obtaining
approval from the members at the 48th AGM, M/s. Walker
Chandiok & Co LLP, Chartered Accountants (Firm Registration
No. 001076N/N500013) were appointed as the Statutory Auditors
of your Company for a term of 5 (five) years, to hold office from
the conclusion of the 48th AGM till the conclusion of 53rd AGM.

The reports given by the Statutory Auditors, M/s. Walker
Chandiok & Co LLP! Chartered Accountants, on the Standalone
and Consolidated Financial Statements of your Company for the
Financial Year ended March 31, 2025, forms part of this Annual
Report and there are no qualification, reservation, adverse remark
or disclaimer given by the Auditors in their Reports.

The Auditors of your Company have not reported any fraud in
terms of the second proviso to Section 143(12) of the Act.

Cost Auditors

As per Section 148 of the Act, your Company is required to have
the audit of its cost records conducted by a Cost Accountant in
practice. Accordingly, the Board of Directors of your Company
has on the recommendation of the Audit Committee on May 15,
2025, approved the appointment of M/s. Mani & Co. as the Cost
Auditors of your Company for the Financial Year ended March 31,

2026. As required under the Act, a resolution seeking ratification
of the remuneration payable to the Cost Auditors forms part
of the Notice convening the ensuing Annual General Meeting
for FY 2025-26.

Secretarial Auditors

Pursuant to Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Secretarial Audit was conducted by Mrs. Sweety Kapoor,
Practising Company Secretary (Membership No. FCS 6410,
Certificate of Practice No. 5738) holding a Peer Review Certificate
No. 6742/2025 for the year under review. The Secretarial Audit
Report for the Financial Year ended March 31, 2025, does
not contain any qualification, reservation or adverse remark
or disclaimer and the same forms part of the Annual Report
as Annexure - VI.

As per Regulation 24A of the SEBI Listing Regulations, 2015 read
with the Act and Rules made thereunder, the Board of Directors
recommends the appointment of Mrs. Sweety Kapoor, Practicing
Company Secretary, bearing Membership No. FCS 6410 and
Certificate of Practice No. 5738 holding a Peer Review Certificate
No. 6742/2025, as the Secretarial Auditor of your Company for a
period of 5 (five) consecutive years commencing from Financial Year
(FY) 2025-26 till FY 2029-30. An appropriate resolution seeking
approval of the members of the Company has been included in the
Notice convening the 49th AGM of the Company.

Compliance of Secretarial
Standards

The Directors have devised proper systems and processes
for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries of India
(ICSI) and such systems were adequate and operating effectively.

Your Company has complied with the applicable Secretarial
Standards issued by the ICSI on Board Meetings and
General Meetings.

Directorsâ Responsibility Statement

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section I34(3)(c) read
with Section 134(5) of the Act and Regulation 18 of the SEBI Listing
Regulations, 2015 in the preparation of the Annual Accounts for
the Financial Year ended March 31,2025 and state that:

(i) in the preparation of the Annual Accounts for the Financial
Year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures.

(ii) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view
of the state of affairs of your Company at the end of the
Financial Year and of the profit of your Company for the year.

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
your Company and for preventing and detecting fraud and
other irregularities.

(iv) they have prepared the Annual Accounts for the Financial
Year ended March 31,2025, on a going concern basis.

(v) they have laid down internal financial controls to be followed
by your Company and that such internal financial controls
are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with
the provisions of all applicable laws to your Company and the
systems are adequate and operating effectively.

General Disclosures

Your Directors state that no disclosure or reporting is required in

respect of the following matters as there were no transactions on

these matters during the year under review:

â¢ Issue of Equity shares with differential rights as to dividend,
voting or otherwise.

â¢ There has been no change in the business of your Company.

â¢ There is no proceeding pending under the Insolvency and
bankruptcy Code, 2016.

â¢ There is no instance of one-time settlement with any Banks/
financial institutions.

â¢ No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

Acknowledgements

The Directors appreciate the hard work, dedication and
commitment of all its employees including workmen at the
plants towards the success of your Company. The Directors
also acknowledge the support extended by the Company''s
members and would also like to thank the financial institutions,
banks, government authorities, customers, vendors and other
stakeholders for their continued support and co-operation.

On behalf of the Board of Directors

Sd/-

Madan Mohan Mohanka

Place: Kolkata Chairman

Date: May 15, 2025 DIN: 00049388

Mar 31, 2024

The Directors have the pleasure of presenting the 48^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

FINANCIAL SNAPSHOT

(Rs. in Million, unless otherwise stated)
	Consolidated		Standalone
Particulars	Year ended	Year ended	Year ended	Year ended
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Income	15,149.19	12,346.56	7,658.20	7,400.97
Total Expenses	12,723.78	10,028.75	6,020.42	5,904.96
Profit before share of net profit of Joint Venture accounted for using equity method and tax	2,425.41	2,317.81	-	-
Share of net profit of Joint Venture accounted for using equity method	44.32	43.18	-	-
Profit before tax	2,469.73	2,360.99	1,637.78	1,496.01
Total Tax	531.16	520.69	372.77	357.81
Profit After Tax	1,938.57	1,840.30	1,265.01	1,138.20
Other Comprehensive Income (net of tax)	(382.99)	18.40	7.35	(3.71)
Total Comprehensive Income	1,555.58	1,858.70	1,272.36	1,134.49
Basic Earnings Per Share (in ^)/(of ^ 10/- each)	29.17	27.76	19.04	1717

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

Your Company operates in two (2) primary segments:

(i) Consumables and (ii) Equipment, serving the global mineral beneficiation, mining, and bulk solids handling industry.

Tega Industries Limited is a leading manufacturer and distributor of specialized ''critical to operating'' and recurring consumable products for the global mineral beneficiation, mining, and bulk solids handling industry, based on sales. The Company offers comprehensive solutions to marquee global clients in the mineral beneficiation, mining, and bulk solids handling industry, through its wide product portfolio.

Tega McNally Minerals Limited (TMML), formerly, McNally Sayaji Engineering Limited, is a 100% wholly owned subsidiary of your Company, TMML was acquired at the end of FY 2023 and operates as an Original Equipment Manufacturer (OEM). It offers comprehensive solutions encompassing the manufacturing and marketing of equipment crucial for crushing, screening, grinding, material handling, and mineral processing. With a robust portfolio featuring 40 equipment types, TMML emerges as a key player in the crushing and beneficiation process within the industry.

During the year under review, your Company expanded its scale resulting in improved operating leverage and substantial margin improvement. We have witnessed robust sales growth across all regions, reflecting the effectiveness of our strategies and the value we provide to our customers. Despite the challenging global macro environment characterized by geopolitical issues in West Asia, Europe, and the Red Sea crisis, currency volatility, and inflationary pressures on raw materials, your Company has

managed to deliver significantly improved results. A significant development during the year was the long-term Agreement entered into between your Company''s foreign subsidiary and Europe''s largest copper mine, for the supply, installation, and management of Tega''s products for the mine''s mineral processing plant. The Agreement shall span over five years, with an option to extend for another year. It started on January 1, 2024, with an estimated expenditure of H 6,852 Million expected from the mine over the six-year term. This partnership is a big step forward for both parties in the mineral processing sector.

The Financial Year 2023-24 has been a milestone period for your Company, marked by record total revenues of approximately ^ 15,149.19 Million and an EBITDA of around ^ 3,381.77 Million. Despite navigating a dynamic operating environment, your Company delivered exceptional results, showcasing resilience and adaptability. The Consumables business saw a notable growth of 9.6% over the previous year, reaching revenues of ^ 12,905 Million, while the Equipment business achieved revenues of ^ 2,060 Million, representing a growth of 12.6% over FY 23 year on year basis (Since your Company consolidated Tega McNally Minerals Limited for five weeks in FY 23, hence full year basis is comparable). Although supply chain challenges persisted, your Company proactively managed them, albeit with some impact on transportation delays and inventory. Without these challenges, your Company revenues could have been even higher, showcasing the Company''s potential for further growth. Your Company''s commitment to addressing supply chain issues and closely monitoring market movements underscores its dedication to supporting customers. There was a significant increase in the order book by 30% during FY 23-24 reflecting positive momentum and confidence in the Company''s offerings. Overall, your Company has not only demonstrated

resilience but also positioned itself for continued success in the upcoming financial year.

Your Company''s total consolidated Income was ? 15,149.19 Million from ? 12,346.56 Million last year, marking a significant increase. The profit before tax was ? 2,469.73 Million compared to ? 2,360.99 Million in the previous year. After taxes, your Company''s net profit amounted to ? 1,938.57 Million, up from ? 1,840.30 Million last year, with a slight variation of ? 98.27 Million this year. Your Company''s total assets under management have also grown, reaching ? 18,901.39 Million from ? 16,341.03 Million last year. On standalone basis, total income stood at ? 7,658.20 Million, up from ? 7,400.97 Million last year. The profit before tax increased to ? 1,63778 Million from ? 1,496.01 Million, and after taxes, the net profit increased to ? 1,265.01 Million from ? 1,138.20 Million last year, with a slight variation of ? 126.81 Million this year. The total assets under management also grew to ? 14,543.67 Million from ? 13,181.51 Million last year. These numbers show your Company''s strong financial performance and ability to seize growth opportunities.

The Financial Statements of your Company have been prepared in accordance with the Ind AS and the relevant provisions of the Companies Act, 2013 (hereinafter referred to as the ''Act'') and rules made therein, as applicable, Regulation 33, Regulation 34, and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''SEBI Listing Regulations, 2015''). Accounting policies have been consistently applied except where a newly issued accounting standard if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Your Company discloses standalone and consolidated unaudited financial results on a quarterly basis, which are subjected to limited review, and standalone and consolidated audited financial results on an annual basis.

DIVIDEND AND ITS DISTRIBUTION POLICY

The Board of Directors have recommended a final dividend of H 2 per equity share i.e., 20% on the Ordinary Shares of the Company of the face value of H 10 (ten) each for the Financial Year ended March 31, 2024, subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

In accordance with Regulation 43A of SEBI Listing Regulations, 2015, a Dividend Distribution Policy has been adopted by your Company, covering, inter alia, the parameters for the declaration of dividend, utilisation of retained earnings, the procedure for dividend declaration, etc. The said Policy is available on the website of your Company at the following web-link: https://www.tegaindustries.com/investors/policies/dividend distribution policy.pdf

on the back of meticulous execution over the years, as reflected in the combination of high growth and profitability, has led to building a strong, debt-free, and liquid Balance Sheet. Our focus is on ensuring a sustainable and profitable financial position. We also understand that our stakeholders expect us to deliver long-term growth riding on a solid strategy and prudent business decisions and are looking for good returns on their investments and dividends.

INTEGRATION OF TEGA MCNALLY MINERALS LIMITED (ERSTWHILE MCNALLY SAYAJI ENGINEERING LIMITED)

In February 2023, your Company made an important strategic move and acquired McNally Sayaji Engineering Limited, an Original Equipment Manufacturer (OEM) for the mining and mineral beneficiation sector, through the Corporate Insolvency Resolution Process (CIRP) process vide the order of the Honorable National Company Law Tribunal (NCLT), Kolkata. With the acquisition, your Company took a decisive step forward to become a comprehensive solutions provider in the global mineral beneficiation, mining, and bulk solids handling industry. This acquisition has enhanced your Company''s footprint in India and now we shall offer comprehensive solutions to global clients through a wide synergistic product portfolio.

The integration between the two (2) entities is proceeding as scheduled. Your Company is actively working towards unlocking the full potential of this collaboration to generate value from synergies, which we anticipate will have a positive impact in the future. In addition to implementing various structural changes and strategic initiatives, your Company has rebranded McNally Sayaji Engineering Limited to Tega McNally Minerals Limited (TMML). This new brand name is designed to be more vibrant and to enhance the credibility of TMML''s products, assuring quality to consumers about what they can expect. In the first year following the acquisition, your Company prioritized laying a solid foundation rather than achieving immediate operational excellence. Efforts were concentrated on integrating the four manufacturing units into a unified entity, fostering a culture of cohesion among them. Previously, each unit operated autonomously. TMML is now pursuing the centralization of orders at the corporate level rather than at individual units, enabling more efficient resource allocation and manufacturing optimization. There is a concerted focus on bolstering the quality and engineering departments to align with the Company''s emphasis on selling engineering products. Overall, the inaugural year was dedicated to establishing the groundwork for future operational excellence and synergy among the manufacturing units. In terms of financial performance, TMML has achieved a revenue of approximately H 206 crores with an EBITDA of around H 20 crores during FY 2023-24. It''s worth noting that for FY 2022-23, TMML recorded a revenue of approximately H 183 crores with an adjusted EBITDA of around H 10 crores. These figures reflect our commitment to driving growth and efficiency within the integrated entity.

OPERATIONS

Your Company operates in ten cutting edge manufacturing plants across the world, with seven located in India and three strategically placed in major mining locations including Chile, South Africa, and Australia. Your Company''s sales and distribution network spans over 70 countries.

Your Company has adopted Digital Platforms for its various processes across Functions. Industry 4.0 by leveraging digital technology for automated Real Time Monitoring & Control of Processes ensuring Repeatable & Robust Product Quality. This includes Automated Dynamic Planning software which can self-calibrate due to any changing Input/Output condition. Your Company has invested in a Digital Management Information System that has enhanced a granular understanding of its business and prompted data-based decision making. This has strengthened our Operations (Procurement & Manufacturing), Sales, Human Resource and Costing.

Industrial Relations at all units in India as well as all the other units in different Geographies continued to be satisfactory during the year under review.

HUMAN RESOURCES

Your Company''s human resource objective is to build the organization as an employer of choice. Your Company seeks to motivate employees to realize the best out of them and align employee goals with the organizational objective, ensuring that employees work happily. With an intent to break the barriers, provide equitable opportunities, your Company has maintained its strong focus on Diversity, Equity, and Inclusion.

During the year under review, in order to build buoyancy in the system and cater to aggressive future growth, Tega People Manager and Tega Future Leader Programs were implemented. Additionally, groundwork has been established for providing continuous and sustained learning opportunities for all employees through the implementation of the new Learning Management System (LMS). Further, various workshops on Gender sensitization, multiple sessions on POSH, launch of the E-module on POSH ensured that there are concrete steps taken for organization wide awareness on the importance of Diversity and Inclusion. HRMS platform was introduced to ensure seamless onboarding experience for all new employees.

Your Company was certified as Great Place to Work (GPTW) both for our India and Australia business. We have witnessed a substantial jump of 10 points in the overall score which has lead GPTW team to write a case study on our transformational journey.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

At Tega Industries, ''Partnership with Practice'' embodies our commitment to partner responsibly with all relevant stakeholders throughout the value chain for creating a better future. We think that any company''s growth strategy should be illuminated by the Triple Bottom Line, which speaks of economic, social, and

environmental sustainability. And by making strides towards a sustainable future, we follow a similar road ourselves. We practice inclusive growth, where we make sure that our progress is reflected in both our internal and external stakeholders'' wellbeing as well as the environment, on which we depend for all our natural resources.

Your Company is one of the top 500 listed entities and accordingly pursuant to Regulation 34(2) of the SEBI Listing Regulations, 2015 it has presented its Business Responsibility and Sustainability Report for the FY 2023-24, in the prescribed format and the same forms an integral part of this report as Annexure - I.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act are given in Annexure - II attached hereto and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board. The Policy is available on the website of your Company at https://www.tegaindustries.com/investors/ policies/corporate social responsibility policy.pdf.

Your Company strives to meet its commitment towards the community by committing its resources and energies to social development. The CSR Committee of your Company has formulated a CSR Policy which describes the multiple lines around which the CSR activities of your Company are positioned being education and skills development, social and economic welfare, environmental sustainability and such other activities included in Schedule VII of the Act as may be identified by the CSR Committee from time to time.

Your Company has identified four focus areas of engagement which are as under:

â¢ Health: Affordable solutions for healthcare through improved access, awareness and health seeking behaviour.

â¢ Education: Access to quality education, training and skill enhancement.

â¢ Protection of National Heritage, Art and Culture.

â¢ Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition. Environment: Environmental sustainability, ecological balance, conservation of natural resources.

Your Company strives to meet its commitment towards the community by committing its resources and energies to social development. Your Company spends amount on projects

keeping in mind sustainability, impact on the desired recipients and efficacy of implementing agencies. Further, your Company believes in contributions which have a long-term impact on the society at large. Accordingly, during the year under review, your Company made contributions in ongoing projects with an objective of social welfare and development. The unspent amount arising out of these ongoing projects has been transferred by your Company within a period of thirty days from the end of the financial year to a special account opened by your Company in that behalf, and such amount shall be spent by your Company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer.

A report on Corporate Social Responsibility (CSR) during the financial year ended March 31, 2024, pursuant to the provisions of clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given as Annexure - III to this Report.

RISK MANAGEMENT

Risk Management at your Company forms an integral part of Management focus. The Risk Management Policy of the Company, which is approved by the Risk Management Committee of the Board (''RMC'') and the Board of Directors, provides the framework of Enterprise Risk Management (''ERM'') by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. The ERM framework identifies, evaluates, manages and reports risks arising from the Company''s operations and exogenous factors. The Company has deployed both bottom-up and top-down approaches to drive enterprise-wide risk management. The Leadership Team as well as the RMC identifies and assesses long-term, strategic and macro risks for the Company. The RMC oversees the risk management process in the Company. The RMC is chaired by an Independent Director. Further, the Chairman of the RMC briefs the Board at its Meetings about the significant discussions at each of the RMC Meetings. This robust governance structure has also helped in the integration of the ERM with the Company''s Strategic Planning Process where emerging risks are used as inputs in such processes. Identified risks are used as one of the key inputs in the strategy and business plans. Considering the volatility, uncertainties and unprecedented challenges involved in the businesses, the risk management has gained more importance over the last few years, and it is imperative to manage and address such challenges effectively. Some of the risks identified are set out in the Management Discussion & Analysis Report which forms part of this Annual Report.

INTERNAL CONTROL SYSTEMS

framework, commensurate with the size, scale, and complexity of your Company''s operations. The Board of Directors of your Company is responsible for ensuring that IFC has been laid down by your Company and that such controls are adequate and operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Internal Audit team develops an annual audit plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures, and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors in each of its quarterly meeting.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations, 2015 as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon form part of this Report. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company.

SHARE CAPITAL AND CHANGES IN CAPITAL STRUCTURE

The total Authorized Share Capital of your Company is H 1,050 Million divided into 7,00,00,000 equity shares of H 10/- each and 3,50,00,000 preference shares of H 10/- each.

During the year under review, 1,81,380 equity shares of H 10/-each were allotted to the employees pursuant to the exercise of options under the Employee Stock Option Scheme 2011. This resulted in a change in the total paid-up Equity share capital from H 663.54 Million to H 665.35 Million.

Further, during the year under review, the Promoters of the Company divested part of their shareholding through open market sale to achieve the requirement of having Minimum Public Shareholding (MPS) i.e., equity shares of the Company held by public is more than twenty-five per cent. of the total shareholding, in terms of Rule 19(2)(b) and 19(A) of Securities Contracts (Regulation) Rules, 1957, Regulation 38 of SEBI Listing Regulations, 2015 and other relevant circulars.

As on March 31, 2024, the total paid up Equity share capital of your Company is H 665.35 Million divided into 6,65,35,492 equity shares of H 10/- each. The total shareholding of the Promoter(s) of your Company is 74.79% and none of the Promoters/ Promoter Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of promoter(s) is in dematerialized form.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose to transfer any amounts to the general reserves of your Company, instead have recommended to retain the entire amount of profits for the financial year ended March 31, 2024, in the profit and loss account.

Your Company did not have any amounts due or outstanding as at the Balance Sheet date to be credited to the Investor Education and Protection Fund.

EMPLOYEE STOCK OPTION SCHEME - 2011

In view of the regulatory changes with the introduction of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Members of your Company approved the amendments /modifications in the existing provisions of ''Employee Stock Option Scheme-2011 ("ESOP-2011") in accordance with the aforesaid regulations vide postal ballot dated April 03, 2022. Your Company received inprinciple approval from the Stock Exchanges for the said scheme.

During the year under review, the Nomination and Remuneration Committee of your Company has approved the allotment of 1,81,380 Equity Shares to employees of your Company under ESOP-2011 under various tranches. Your Company received listing and trading approval from the Stock Exchanges for the aforesaid shares.

The objective of ESOP-2011 is to attract, retain and motivate the best available talent by way of rewarding employee stock options

for their performance and to motivate them to participate in the growth of your Company, besides creating long term wealth in their hands. Accordingly, Options had been granted from time to time to the eligible employees of your Company.

The details as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available at https://www.tegaindustries.com/AGM/ ESOPdisclosure2024.pdf.

DEPOSITS

Your Company has not accepted any deposits from the public and consequently, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014 as on March 31, 2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statement of your Company''s subsidiaries and joint ventures pursuant to the first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, SEBI Listing Regulations, 2015 and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS Rules'') read with Schedule III to the Act, Consolidated Financial Statements prepared by your Company includes the financial information of its subsidiary companies.

A Report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts of each of the subsidiary companies and forms part of Form AOC-1. The said Report is not repeated here for the sake of brevity. Members interested in obtaining a copy of the annual accounts of the subsidiaries may write to the Company Secretary at the email id [email protected].

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on your Company''s website www.tegaindustries.com.

As on March 31, 2024, the Company had eleven (11) subsidiaries (one in India and ten overseas) and one (1) Joint Venture. There has been no material change in the nature of the business of the subsidiaries. During the year under review, Edoctum Peru S.A.C., step down Subsidiary of Tega Industries Chile SpA was dissolved w.e.f. January 20, 2024, and Tega Industries Peru SAC, a Subsidiary of Tega Industries Chile SpA was incorporated w.e.f January 23, 2024.

Your Company has formulated a Policy for determining Material Subsidiaries in accordance with SEBI Listing Regulations, 2015.

The said policy is available on your Company''s website at the following link: www.tegaindustries.com/investors/policies/ policy for determining material subsidiaries.pdf.

RELATED PARTY TRANSACTIONS

During the year under review:

a) all contracts / arrangements / transactions entered by your Company with related parties were in its ordinary course of business and on an arm''s length basis.

b) there were no material related party transactions which required prior approval of the Members.

c) your Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

d) there were no materially significant related party transactions which could have potential conflict with the interests of your Company at large.

The Policy was amended by the Board during the year, inter alia, in order to bring the existing Policy in alignment with the applicable rules and regulations. The amended Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on your Company''s website at following web-link: https://www.tegaindustries.com/investors/policies/ policy on related party transactions.pdf.

Members may refer to relevant notes of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

INTER-CORPORATE LOANS AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of your Company is available at www. tegaindustries.com.

CREDIT RATING

The Company has obtained credit ratings for the credit facilities sanctioned to it and the strong ratings ascribed by the Rating Agencies reflect the Company''s financial discipline and prudence in management.

As on the date of this report, CRISIL Ratings Limited has upgraded the ratings of the Company as follows:

Long Term Rating	CRISIL AA-/Stable
Short Term Rating	CRISIL A1

BOARD MEETINGS

Your Company follows the practice of drawing up an annual calendar for Board and Committee Meetings to ensure the presence of maximum number of Directors in all the Meetings. The primary business of the Board consists of evolving strategy, annual business plans, review of actual performance and course correction, and any other matter as may be deemed fit. The role of the Board also includes structuring, investment, and business re-organization. Matters such as capital expenditure, recruitment of senior level personnel, safety and environment, HR related developments, compliance with status and risk management are also reviewed by the Board from time to time.

Your Company''s commitment to good governance practice allows the Board to effectively perform these functions. Your Company ensures that timely and relevant information is made available to all the Directors in order to facilitate their effective participation and contribution during the meetings and discussions.

Eight (8) Board Meetings were held during FY 2023-24, the details of which are given in the Corporate Governance Report attached to this Report. The maximum time gap between any two (2) consecutive meetings did not exceed one hundred twenty (120) days.

COMMITTEES OF THE BOARD

Pursuant to various requirements under the Act and the SEBI Listing Regulations, 2015, the Board of Directors has constituted/ reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. During the year under review, there were no instances when the recommendations of the Committees were not accepted by the Board.

Further, two Committees have been constituted by the Board of Directors - (i) Finance & Operations Committee, for operational convenience in handling day to day banking and operations related matters and (ii) Sustainability Committee, to oversee and drive sustainability initiatives within the organization.

The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report.

DIRECTORS

The term of Mr. Syed Yaver Imam (DIN: 00588381) as a Wholetime Director of your Company concludes on May 31, 2024. Further, Mr. Imam was appointed as an Additional Director (Category: Non-Executive Non-Independent) of your Company by the Board of Directors based on the recommendation of the Nomination & Remuneration Committee w.e.f. June 01, 2024, to hold office till the conclusion of this 48^th Annual General Meeting (AGM) in terms of Section 161 of the Act and rules made thereunder.

In accordance with the provisions of Section 152 of the Act and the relevant rules and your Company''s Articles of Association, Mr. Madan Mohan Mohanka (DIN: 00049388) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The brief resume/details relating to Director(s) who are proposed to be appointed/re-appointed are furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the appointment/re-appointment of the above Directors.

Your Company has received a declaration from each of the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations, 2015 that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 1600(b) of SEBI Listing Regulations, 2015 and that he/she is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective of independent judgement and without any external influence. With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed/re-appointed, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of your Company. All requisite declarations were presented before the Board. Further, the Board of Directors, took on record the declaration and confirmation submitted by the Independent Directors under Regulation 25(8) of SEBI Listing Regulations, 2015, after undertaking due assessment of the veracity of the disclosures submitted. Further, at the time of appointment of Independent Directors, a formal letter of appointment is given to the Director, inter alia explaining the role, duties, and responsibilities of the Director. Disclosures w.r.t. Familiarisation programmes for Independent Directors are available on the link: https://www.tegaindustries.com/ investors/policies/policy on familiarization programme for independent directors.pdf.

Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 (''the Rules'') effective from December 01, 2019, the Independent Directors of your Company have registered themselves with the Databank maintained by the Indian Institute of Corporate Affairs (IICA) and their names presently stands included in the Databank of IICA. The Independent Directors have successfully qualified the Online Proficiency Self-Assessment Test, as may be applicable.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sharad Kumar Khaitan was appointed as the Chief Financial Officer of your Company with effect from July 10, 2023.

Mr. Syed Yaver Imam (DIN: 00588381) shall cease to be a Key Managerial Personnel of your Company with effect from June 01,

2024, post conclusion of his term as a Wholetime Director of your Company on May 31, 2024.

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the Key Managerial Personnel of the Company as of March 31, 2024 -

1) Mr. Madan Mohan Mohanka (DIN: 00049388), Chairman & Wholetime Director

2) Mr. Mehul Mohanka (DIN: 00052134), Managing Director and Group CEO

3) Mr. Syed Yaver Imam (DIN: 00588381), Whole time Director

4) Mr. Sharad Kumar Khaitan, Chief Financial Officer

5) Ms. Manjuree Rai, Global Head - Legal & Compliance, Company Secretary & Compliance Officer.

BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, 2015, the Board has carried out the evaluation of its own performance and that of its committees as well as evaluation of performance of the individual directors. Further, the Independent Directors at their meeting reviewed the performance and role of non-independent directors and the Board as a whole and Chairperson of your Company. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

NOMINATION & REMUNERATION POLICY

The Board of Directors of your Company have adopted a Policy on Selection & Remuneration of Directors, Key Managerial Personnel and other employees based on the recommendation of the Nomination & Remuneration Committee pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations, 2015. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel (KMPs) and other employees. The Policy may be accessed on the link - https:// www.tegaindustries.com/investors/policies/nomination and remuneration policy.pdf.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has devised an effective whistleblower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or unethical practices freely. The Company has also established a vigil mechanism for stakeholders to report concerns about any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.

Your Company has formulated a codified Whistle-Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, 2015, in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue or concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimisation, for whistle blowing in good faith. The Policy was amended by the Board during the year, inter alia, to include the subsidiaries of the Company in its purview. The amended Policy is available on your Company''s website at https://www.tegaindustries.com/images/ articles/pdf/Whistle Blower Policy.pdf. Further, no complaints were reported under the Vigil Mechanism during the year.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has a zero tolerance for sexual harassment at workplace and has adopted a policy viz., Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). Your Company is also in compliance with the provisions of the POSH Act, with respect to the constitution of Internal Complaints Committee.

During the year, your Company received One (1) complaint of sexual harassment which was disposed off, following the due process as per the laid down policy. The said policy is available on the website of your Company at https://www.tegaindustries. com/images/articles/pdf/POSH Policy.pdf. To build awareness in this area, the Company has been conducting awareness sessions during induction of new employees and also periodically for permanent employees, third-party employees and contract workmen through online and in person sessions.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. Any member interested in obtaining such information may address their email to compliance.officer@ tegaindustries.com.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of your Company between the end of the financial year i.e. March 31, 2024, and the date of this Report.

CORPORATE GOVERNANCE

In terms of the provisions of Regulation 34(3) of the SEBI Listing Regulations, 2015, the Corporate Governance Report and the Certificate on the compliance of conditions of Corporate Governance forms part of the Annual Report and are given separately as Annexure - IV.

STATUTORY AUDITORS AND THEIR AUDIT REPORT

Pursuant to the applicable provisions of the Act, the members at their 44^th Annual General Meeting (AGM) held on October 20, 2020 appointed M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants (Firm Registration No. 007567S/S-200012), as the Statutory Auditors of your Company to hold office from the conclusion of the 44^th AGM until the conclusion of the 49^th AGM of your Company to be held in the year 2025.

The reports given by the Statutory Auditors, M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants on the standalone and consolidated financial statements of your Company for the year ended March 31, 2024 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

COST AUDITORS

2024, approved the appointment of M/s Mani & Co. as the Cost Auditors of your Company for the Financial Year ended March 31,

2025. As required under the Act, a resolution seeking ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting for FY 2023-24.

SECRETARIAL AUDITORS

As per Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to have the audit of its secretarial records conducted by a Company Secretary in Practice.

Accordingly, your Company appointed Mrs. Sweety Kapoor, Practising Company Secretary (Membership No. FCS 6410, Certificate of Practice No. 5738) holding a Peer Review Certificate No. 660/2020 as the Secretarial Auditor of your Company for Financial Year 2023-24 to conduct the Secretarial Audit pursuant

to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark or disclaimer and the same forms part of the Annual Report as Annexure - V.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems were adequate and operating effectively.

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act and Regulation 18 of the SEBI Listing Regulations, 2015 in the preparation of the annual accounts for the year ended March 31, 2024, and state that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31, 2024, on a going concern basis;

(v) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws to your Company and the systems are adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

â¢ Issue of Equity shares with differential rights as to dividend, voting or otherwise.

â¢ There has been no change in the business of your Company.

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

â¢ There is no instance of one-time settlement with any Banks/ financial institutions.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS

The Directors appreciate the hard work, dedication, and commitment of all its employees including workmen at the plants towards the success of the Company. The Directors also acknowledge the support extended by the Company''s Shareholders and would also like to thank the financial institutions, banks, government authorities, customers, vendors and other stakeholders for their continued support and co-operation.

Mar 31, 2022

Your Directors have pleasure in presenting the 46th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31,2022.

FINANCIAL SUMMARY & STATE OF AFFAIRS				(H in Million)
Particulars	Consolidated		Standalone
Particulars	Year ended March 31, 2022	Year ended March 31, 2021	Year ended March 31, 2022	Year ended March 31, 2021
Total Income	9,759.54	8,566.84	6,370.48	7,173.01
Total Expenses	8,237.98	6,755.00	5,132.76	4,127.46
Profit before share of net profit of Joint Venture accounted for using equity method and tax	1,521.56	1,811.84	-	-
Share of net profit of Joint Venture accounted for using equity method	28.15	26.78	-	-
Profit before tax	1,549.71	1,838.62	1,237.72	3,045.55
Total Tax	380.72	474.57	278.33	309.97
Profit After Tax	1,168.99	1,364.05	959.39	2,735.58
Other Comprehensive Income (net of tax)	54.14	140.63	0.82	2.33
Total Comprehensive Income	1,223.13	1,504.68	960.21	2,737.91
Basic Earnings Per Share (H)	19.65	24.10	16.13	48.33

consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Your Company discloses standalone and consolidated unaudited financial results on a quarterly basis, which are subjected to limited review, and standalone and consolidated audited financial results on an annual basis.

INDUSTRY SCENARIO AND OUTLOOK

The Indian mining industry is one of the core industries in the country, providing basic raw materials to significant industries. India produces over 85 minerals including coal, lignite, bauxite, chromite, copper ore and concentrates, iron ore, manganese ore, silver, diamond, limestone, phosphorite and others.

The major mining states of India are Andhra Pradesh, Jharkhand, Odisha, Rajasthan, Karnataka, Madhya Pradesh and Maharashtra. in addition, India is the second-largest producer and importer of coal in the world. India''s coal consumption is anticipated to rise by 3.9% annually to 1.18 Billion Tonnes in 2024, based on 7.4% GDP growth rate between 2022 and 2024, this growth is partly catalysed by the timely availability of coal mined from within the country.

As of 2021, the number of reporting mines in India were estimated at 1,229, out of which mines for metallic minerals were estimated at 545 and non-metallic minerals at 684. Rise in infrastructure development, automotive production, power and cement sector are the major growth drivers of the sector. Therefore, India''s consumption outlook for various mineral resources is expected to remain optimistic in the long-term.

OPERATIONAL REVIEW

Your Company is a leading manufacturer and distributor of specialized ''critical to operate''and recurring consumable products for the global mineral beneficiation, mining and bulk solids handling industry, on the basis of sales. Globally, your Company is the second largest producer of polymer-based mill liners, on the basis of revenue. Your Company offers comprehensive solutions to marquee global clients in the mineral beneficiation, mining and bulk solids handling industry, through its wide product portfolio.

Some of the key highlights of your Company''s consolidated performance during the year under review are:

Â¦ Total Income is H9,759.54 Million as against H8,566.84 Million in the last year.

Â¦ Profit before taxation is HI,549.71 Million as against H1,838.62 Million in the last year.

Â¦ Net Profit after taxation is H1,168.99 Million as against H1,364.05 Million in the last year.

Â¦ The total assets under management of the Tega Group is H11,792.13 Million as against H10,183.39 Million in the last year.

The Financial Statements of your Company have been prepared in accordance with the Ind AS and the relevant provisions of the Companies Act, 2013 and rules made therein, as applicable, Regulation 33, Regulation 34 and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''SEBI Listing Regulations, 2015''). Accounting policies have been

Besides, demand for iron and steel is set to continue given the strong growth expectations for the residential and commercial building industry. India is the second largest producer of steel in the world and contributes about 1.5% to its GDP. This sector is one of the leading sectors forming the cornerstone of the economy. in FY 2021-22, the production of crude steel was estimated at 112114 MT, an increase of 8-9% year on year.

Crude steel production is anticipated to grow by 18%, to reach 120 Million Tonnes by the end of 2022, driven by abundant availability of raw materials and cost-effective labour. India''s finished steel exports (globally) were at 12.20 Million Tonnes in FY 2021-22, against 10.78 Million Tonnes in FY 2020-21.

India''s per capita steel consumption was 70 Kgs in FY 202021, compared with the global average of 227.5 Kgs, indicating room for growth. This represents the optimism of why India''s steel industry i s expected to produce 300 MTPA by FY 203031, catalysed by demand from the construction, infrastructure, automotive, oil and gas and consumer durable sectors.

India''s power generation ranges from conventional sources like coal, lignite, natural gas, oil, hydro and nuclear power to nonconventional sources like wind, solar, agricultural and domestic waste. India is the third-largest producer and second-largest consumer of electricity. The country''s installed power generation capacity was 399.49 GW as on March 31,2022.

The country''s installed renewable energy capacity stood at 152.36 GW, representing 38.56% of the overall installed power capacity. Electricity consumption per capita was around 2,280 Billion kilowatt hours in India in FY 2021-22 and is expected to reach 4,500 Billion kilowatt hours by FY 2031-32.

India''s power industry is forecast to grow at 6.5% a year between 2022 and 2024, catalysed by growing consumption from residential and industrial segments as well as general economic growth. By FY 2026-27, India''s power generation is expected to be around 620 GW, of which 38 % could be from coal and 44% from renewable energy sources, catalysed by schemes like Deen Dayal Upadhyay Gram Jyoti Yojana (DDUGJY), Ujwal DISCOM Assurance Yojana (UDAY) and Integrated Power Development Scheme (IPDS).

Copper is one of the most important non-ferrous metals in India, addressing diverse needs. The size of the Indian copper industry is estimated at around 6.6 lakh Tonnes per annum, merely 3% of the global copper market in 2021. The factors influencing the growth of copper offtake in India are regulations and performance of the London Metal Exchange, currency exchange rates, infrastructure developments, electric sector, telecom growth, renewable energy, electric vehicle offtake and consumer durables, among others.

India''s per capita consumption of copper was 0.5 Kg against a global average of 3.1 Kg in terms of exploration, only 20,000 sq. km. area has been explored out of a potential 60,000 sq. km in India. The country is a net exporter of refined copper as it has a higher refining capacity than that of its domestic demand.

Further, the refined copper sector is expected to grow at a CAGR of 7% until 2030.

With a rich heritage of gold mining, India is considered as one of the largest consumers of gold in the world. The country''s gold consumption was estimated at 850 Tonnes in 2022 compared to 797.30 Tonnes in 2021, the highest in last six years. India''s gold and trade contributed ~7.5% to India''s Gross Domestic Product (GDP) and 14% to India''s total merchandise exports. Moreover, the largest reserves of gold ore are located in Bihar (44%), Rajasthan (25%), Karnataka (21%), West Bengal (3%), Andhra Pradesh (3%) and Jharkhand (2%).

Government initiatives

Â¦ The Indian government''s Jal Jeevan Mission, Pradhan Mantri Awas Yojana (PMAY), Bharatmala and Sagarmala policies are expected to catalyse public investment; projects like the dedicated freight corridor, metro railways, UJALA, port modernisation, new airports, renewable energy and irrigation projects could result in consumption growth.

Â¦ Under the Union Budget for FY 2022-23, the government allocated H47 crore (USD 6.2 Million) to the Ministry of Steel. The government seeks to increase domestic per capita steel consumption to 160 Kg by 2030, creating a larger market for the mining sector.

Â¦ The Indian government''s ''Power for all'' focus also accelerated capacity addition; it allocated H19,500 crore (USD 2.57 Billion) for the PLI scheme to accelerate manufacture of high-efficiency solar modules.

Â¦ To boost copper recycling in India, the Indian government announced a reduction in import duty on copper scrap from 5% to 2.5%.

Â¦ The National Steel Policy aims to boost per capita steel consumption to 160 Kgs by FY 2030-31. Moreover, the government has a fixed objective of increasing rural consumption of steel from the current 19.6 Kgs per capita to 38 Kgs per capita by FY 2030-31.

Â¦ The Indian government approved the production-linked incentive (PLI) scheme for speciality steel in 2021. The scheme is expected to attract investment worth ~ H400 Billion (USD 5.37 Billion) and expand speciality steel capacity by 25 Million Tonnes (MT), to 42 MT in FY 2026 -27 from 18 MT in FY 2020 -21.

Â¦ As part of unlocking India''s vast mineral potential by exploration, the Ministry of Mines handed 152 mineral block reports to different state governments in 2021. Also, 52 potential G-4 mineral blocks approved by the Geological Survey of India (GSI) were handed to 15 state governments.

GLOBAL SCENARIO FOR FY 2021-22

The global economy grew at an estimated 5.9% in 2021 compared to a de-growth of 3.3% in 2020. This improvement was largely due

Due to rise in awareness pertaining to environmental issues, the demand for environmental-friendly mining tools has increased and players in the global mining equipment are developing highly dependable machineries that are safe to the environment.

The global mill liner market was estimated at USD 2.03 Billion in 2021. Mill liners are used to improve a mill''s performance and longevity; protecting the mill from wear and tear while also increasing its efficiency. The metal mill liner section accounted for the largest share of the global grinding mill liner market. The five major mill liner consuming regions include North America, Europe, Asia-Pacific (APAC), Middle East and Africa (MEA) and South America. Rapid growth in the mining industry (metal mill liner and rubber mill liner) is the key growth driver of this industry. Moreover, the global grinding mill liner is expected to grow at a CAGR of 5.5% from 2021 to 2028.

Hydro cyclones are primarily used in mineral slurry separation. The global market size for hydro cyclones was estimated at USD 617 Million in 2020 and projected at USD 1.2 Billion by 2030, growing at a CAGR of 3.2% over the forecasted period FY 2020-2027. Gold, copper and iron ore segments account for 60% of the demand for hydro cyclones.

Demand for hydro cyclones experienced a rebound following Covid-19 relaxation, especially in the automotive, construction, consumer durables and other segments. Europe is the largest manufacturer of hydro cyclones with a market share of more than 50%, followed by North America and China.

Trommel screen, a mechanical screening machine used to separate materials, mainly in the mineral and solid-waste processing industries. The global trommel screen market was expected to reach USD 0.94 Billion in 2020. The demand for global trommel screen is primarily driven by copper and iron mines in Latin American countries, accounting for 35% of the global trommel screen revenue. Continuous demand from various mineral companies, water resource management industries, solid-waste processing industries and rising industrialization and mining are catalysing the growth of this kind of filtration screen.

Copper, being the third most consumed metal in the world, was estimated at USD 20,231 Million in 2021. The growth was driven by increasing construction projects in rapidly developing countries such as China and India owing to rise in population and infrastructure.

The copper market is segmented by end-user industry which include automotive and heavy equipment, construction, electrical and electronics, industrial and other end-user industries. The global copper mine production was estimated at 21 Million Tonnes (MT) in 2021 and is expected to reach 25 MT in 2025. Further, this industry is expected to grow at a CAGR of 5.33% from 2021 to 2027. Besides, with ~5,600 kilo Tonnes (KT) of copper mined in 2021, Chile was the top copper producer worldwide, followed by Peru (2,200 KT) and China (1,800 KT).

Gold is considered as one of the most popular metal commodities,

to increased vaccination rollout the world over and a revival in economic activity based on catch-up consumption.

The prominent feature of the global economic activity during the year under review was a sharp revival in commodity prices to record levels following the drop at the time of pandemic outbreak. The commodities that reported a sharp increase in prices comprised steel, coal, oil, copper, food grains, fertilizers and gold.

The global mining market was estimated at USD 2.06 Trillion in FY 2021-22, higher than USD 1.84 Trillion in FY 2020-21. As the global economy gradually recovers from the pandemic, the metals and mining sector is benefiting from rebounding prices. Demand for most minerals were driven by the release of pent-up consumer spending, new government stimulus efforts and an accelerating global energy transition. Further, the global mining market is expected to reach USD 3.36 Trillion by 2026, growing at a CAGR of 12.9% during the forecasted period.

Exploration will continue to be a focus on the regions that have largely mitigated the pandemic''s impacts. The mining market is segmented into mining support activities, general minerals, stones, copper, nickel, lead and zinc, metal ore, and coal, lignite and anthracite. As of 2021, the coal, lignite and anthracite market is considered the largest segment of the mining market by type, accounting for 62.4% of the total market.

Asia Pacific was the largest region in the global mining market, accounting for 70.5% of the market in 2021, followed by North America, Western Europe and the other regions. Going forward, South America and the Middle East are expected to be the fastest growing regions in the mining market growing at a CAGR of 23.7% and 22.4% respectively from FY 2021-2026.

Increasing use of renewable energy is helping the mining companies across the globe to reduce power costs and control emissions in the mines. Besides, the solar or wind projects are built close to the mine sites, reducing the cost of connecting to the power grids. Site-appropriate renewable energy sources are reliable, consistent and economical. Therefore, various mining companies across the globe have started using renewable energy sources in their mines.

The global mineral processing industry was estimated at USD 83,150 Million in 2021 compared to USD 77,220 Million in 2020. Increasing industrialization, urbanisation and expansion in the mining industry are the leading factors catalysing the need for natural minerals which in return is creating various business opportunities for the global mining processing market.

Mineral processing market is segmented into types and applications. in terms of types: crushing, screening, grinding and classification. in terms of applications: metal ore mining and non-metallic ore mining. Further, the global mineral processing industry is expected to reach USD 168,130 Million in 2028, growing at a CAGR of 10.6% during the forecasted period. The demand for iron ore, copper and other metals & minerals are expected to drive the growth of the mineral processing industry.

used as a long-term store of value and serves as a hedge against inflation. The global gold mining market was pegged at USD 214.10 Billion in 2021. The industry is expected to reach USD 249.60 Billion by 2026, growing at 3.1% from 2021 to 2026. Increasing gold reserves by central banks and government vaults, cultural affinity, Covid-19 recovery and wealth creation are the major factors driving the growth of gold mining market. Further, the global gold production is expected to surpass 130 Million ounces (Moz) by 2024.

These factors will largely contribute to the optimistic market scenario in global mining equipment industry post the Covid-19 pandemic.

DIVIDEND AND ITS DISTRIBUTION POLICY

In accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), a Dividend Distribution Policy has been adopted by your Company, covering, inter alia, the parameters for declaration of dividend, utilisation of retained earnings, procedure for dividend declaration etc. The said Policy is available on the website of your Company at the following web-link: https://tegaindustries.com/DividendDistributionPolicy.pdf.

Your Company has selected to not announce a dividend on the Equity Shares of your Company for the year under review, despite reporting a profit. The decision was taken in the long-term interests of your Company for the following reasons: one, the Company is presently engaged in an asset building phase that warrants the maximized use of accruals; the larger the quantum of accruals that are reinvested will only reduce the Balance Sheet load of the ongoing capital expenditure. Your company also believes that, given its sound long-term profitability, every rupee reinvested could generate an attractive business return across the foreseeable future than the dividend in the hands of shareholders today. By the virtue of aggressive accruals reinvestment, we are optimistic of accelerating a virtuous cycle of investment cum profitability that becomes larger. We believe that prudent payout conservatism at this point can only generate superior and sustainable returns, enhancing value for all stakeholders.

TRANSFER TO GENERAL RESERVES

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire amount of profits for the financial year ended March 31,2022 in the profit and loss account.

Your Company did not have any amounts due or outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

DEPOSITS

Your Company has not accepted any deposits from the public and consequently, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, your Company made a strong stock market debut and completed the Initial Public Offering (IPO) of 1,36,69,478 Equity Shares of Face Value of H10 each, aggregating to H6,192.27 Million. The IPO comprised an offer for sale of 33,14,657 equity shares aggregating to H1,501.54 Million by Mr. Madan Mohan Mohanka; 6,62,931 equity shares aggregating to H300.31 Million by Mr. Manish Mohanka (together with Madan Mohan Mohanka, the "Promoter Selling Shareholders") and 96,91,890 equity shares aggregating to H4,390.43 Million by Wagner Limited ( "Investor Selling Shareholder"). The IPO of your Company was subscribed over 219 times.

The total Authorized Share Capital of your Company is H1,050 Million divided into 7,00,00,000 equity shares of H10/- each and 3,50,00,000 preference shares of H10/- each. The total Paid up Equity Share capital of your Company is H662.93 Million divided into 6,62,93,149 equity shares of H10/- each.

The equity shares of your Company were listed on National Stock Exchange of India Limited (''NSE'') and BSE Limited (''BSE'') on December 13, 2021 at a 68% premium to its issue price of H453 per equity share at H760 per equity share.

As on March 31, 2022, the total shareholding of the Promoters'' Group of your Company is 79.17% and none of the Promoter/ Promoters'' Group shareholding is under pledge. Further, in compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of promoter(s) and promoter group is in dematerialized form.

Further, during the year under review, 8,692,281 Compulsorily Convertible Participatory Preference (CCPP) shares earlier issued to Wagner Limited, Investor Selling Shareholder by your Company, were converted into equity shares as per the terms of Share Purchase Agreement and formed a part of the Company''s Capital structure before IPO and offered for sale to the public.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

Your Company has two ESOP schemes viz., ESOP 2011 and ESOP 2021.

Post IPO, the Members of your Company approved the amendments/modifications in the existing provisions of ''Employee Stock Option Scheme-2011 ("ESOPâ2011") in accordance with the aforesaid regulations vide postal ballot dated April 03, 2022. Further, no options have been granted under ESOP 2021.

The additional details of stock options are provided under Notes to Financial Statements (Standalone).

During the year under review, your Company did not issue or allot stock options.

Further, in compliance with Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate from Secretarial Auditors confirming implementation

of the scheme(s) in accordance with these regulations will be available electronically for inspection by the Company during the Annual General Meeting (AGM).

The objective of ESOP is to attract, retain and motivate the best available talent by way of rewarding employee stock options for their performance and to motivate them to participate in the growth of your Company, besides creating long term wealth in their hands. Accordingly, Options have been granted from time to time to the eligible employees of your Company.

The details as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available at https://tegaindustries.com/ESOPdisclosure.pdf.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Statement in Form AOC-1 containing the salient features of the financial statement of your Company''s subsidiaries and joint ventures pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid

Rules, SEBI Listing Regulations, 2015 and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules) read with Schedule III to the Companies Act, 2013, Consolidated Financial Statements prepared by your Company includes the financial information of its subsidiary companies.

A Report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statements prepared by your Company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the annual accounts of each of the subsidiary companies and also forms part of Form AOC-1. The said Report is not repeated here for the sake of brevity. Members interested in obtaining a copy of the annual accounts of the subsidiaries may write to the Company Secretary at the email id [email protected].

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on your Company''s website www.tegaindustries.com.

Hosch Equipment (India) Limited is a Joint Venture between your Company and Hosch (G.B.) Limited, England (50:50).

Highlights of the performance of subsidiaries and their contribution to the overall performance of your Company during the year under review are given below: (H in Million)
Particulars	Country	Revenue from Operation	Profit / (Loss) Before Tax (PBT)	Profit/(Loss) After Tax (PAT)
Tega Industries Inc.	USA	380.59	4.80	3.22
Tega Industries Australia Pty. Ltd.	Australia	580.29	43.51	49.44
Tega Industries Canada Inc.	Canada	775.59	62.69	45.61
Tega Investments Limited	The Bahamas	-	0.21	(2.04)
Tega Holdings Pte Limited	Singapore	293.90	108.03	98.73
Tega Holdings Pty Ltd	Australia	-	(33.33)	(23.19)
Losugen Pty Ltd	Australia	414.94	16.58	11.09
Tega Industries Chile SpA and its subsidiaries (Material Subsidiary)	Chile	2,204.09	191.49	154.54
Tega Investments South Africa Proprietary Limited	South Africa	-	0.50	0.50
Tega Industries Africa Proprietary Limited (Material Subsidiary)	South Africa	1,432.07	199.37	141.46
Tega Do Brasil Servicos Technicos Ltda	Brazil	1.25	(0.29)	(1.23)
Your Company has formulated a Policy for determining Material Subsidiaries in accordance with SEBI Listing Regulations, 2015. The said policy
is available on your Company''s website at the following link: https://tegaindustries.com/PolicyforDeterminingMaterialSubsidiaries.pdf.

CREDIT RATING

Details of Credit Ratings assigned to your Company are given in the Corporate Governance Report.

INTERNAL CONTROL SYSTEMS

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that your Company has implemented a robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls

with regards to reporting, operational and compliance risks. Your Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits, risk management framework and whistle blower mechanism. Your Company had already developed and implemented a framework for ensuring internal controls over financial reporting. The framework includes entity level policies, process and operating level standard operating procedures. The entity level policies include anti-fraud policies (like code of conduct, insider trading policy and whistle blower policy) inter

alia others. Your Company has also prepared Standard Operating Procedures (SOP) for each of its key processes, like, procure to pay, order to cash, hire to retire, treasury, fixed assets, inventory, manufacturing operations, etc. During the year, controls were tested and no reportable material weakness in design and effectiveness was observed.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in your Company, its compliance with operating systems, accounting procedures and policies at all locations of your Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors in each of its meeting. Also, the Audit Committee at frequent intervals has independent sessions with the external auditor and the Management to discuss the adequacy and effectiveness of internal financial controls.

RISK MANAGEMENT

The risk strategy of your Company is enunciated and overseen by the Risk Management Committee of the Board, an independent Board level sub-committee that strives to put in place specific policies, frameworks and systems for effectively managing the various risks.

The policy on risk assessment and minimisation procedures was laid down by the Board of Directors of your Company at their meeting held on August 03, 2021, the said policy is reviewed by the Risk Management Committee, Audit Committee and the Board as and when required. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks. Brief details of risks and concerns are given in the Management Discussion and Analysis Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of your Company is available at www.tegaindustries.com.

BOARD MEETINGS

Your Company follows a practice of drawing up an annual calendar for Board and Committee Meetings to ensure the presence of maximum number of Directors in all the Meetings. Primary business of the Board consists of evolving strategy, annual business plans, review of actual performance and course correction, and any other matter as may be deemed fit. The role of the Board also includes structuring, investment, and business re-organization. Matters such as capital expenditure, recruitment of senior level personnel, safety and environment, HR related developments, compliance with status and risk management are also reviewed by the Board from time to time.

Ten (10) Board Meetings were held during the FY 2021-22, the details of which are given in the Corporate Governance Report attached to this Report. The maximum time gap between any two (2) consecutive meetings did not exceed one hundred twenty (120) days.

COMMITTEES OF THE BOARD

Pursuant to various requirements under the Companies Act, 2013 and the SEBI Listing Regulations, 2015 , the Board of Directors has constituted/reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

During the year under review, the Board of Directors of your Company constituted an Initial Public Offering (IPO) Committee, inter alia to approve and undertake various activities in relation to the Initial Public Offer.

The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report.

DIRECTORS

The Board of Directors at their meeting held on April 30, 2021, appointed Mr. Jagdishwar Prasad Sinha (DIN: 02345086) as an Independent Director of your Company for a period of five consecutive years with effect from May 01, 2021 till April 30, 2026, based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the shareholders of your Company. Further, Mr. Sinha was appointed as an Independent Director of your Company for a period of five years with effect from May 01,2021 till April 30, 2026 at the Extraordinary meeting held on August 07, 2021.

The Board of Directors at their meeting held on April 30, 2021, appointed Mrs. Madhu Dubhashi (DIN: 00036846) as an Independent Director of your Company for a period of two consecutive years with effect from May 01, 2021 till April 30, 2023, based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the shareholders of your Company. Further, Mrs. Dubhashi was appointed as an Independent Director of your Company for a period of two years with effect from May 01, 2021 till April 30, 2023 at the Extra-ordinary meeting held on August 07, 2021.

Further, during the year under review, Mr. Syed Yaver Imam (DIN: 00588381) has been re-designated as an Whole Time Director of your Company with effect from April 01,2021.

During the year under review, Mrs. Manju Mohanka (DIN: 00052345) resigned as Director of your Company w.e.f. August 03, 2021 in terms of Section 168 of the Companies Act, 2013 due to personal pre-occupations.

Further, Mr. Dhiraj Poddar (DIN: 01946905) ) resigned as Director of your Company w.e.f. November 10, 2021 in terms of Section 168 of the Companies Act, 2013 due to personal pre-occupations.

Further, Mr. Hemant Madhusudan Nerurkar (DIN: 00265887) and Mr. Rudolph Michael Edge (DIN: 00626151) ceased to be Directors of your Company w.e.f. March 31,2022 due to completion of their term as Independent Directors.

The Board placed on record its deep appreciation for the contributions of Mrs. Mohanka, Mr. Poddar, Mr. Nerurkar and Mr. Edge during their tenure as Directors in the Company.

Further, the Board of Directors of your Company at their meeting held on March 31,2022, appointed Mr. Ashwani Maheshwari (DIN: 07341295), as an Additional Director (Category - Non - Executive Director) and Independent Director of your Company for a period of 5 (five) consecutive years with effect from April 01,2022 subject to the approval of the shareholders.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) and the relevant Rules and your Company''s Articles of Association, Mr. Madan Mohan Mohanka (DIN: 00049388) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The brief resume/details relating to Directors who are proposed to be appointed/re-appointed are furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends the appointment/re-appointment of the above Directors.

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, 2015 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015 and that he/she is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective of independent judgement and without any external influence. With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed/re-appointed ,the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of your Company. All requisite declarations were presented before the Board. Further, the Board of Directors, took on record the declaration and confirmation submitted by the Independent Directors under Regulation 25(8) of SEBI Listing Regulations, 2015, after undertaking due assessment of the veracity of the disclosures submitted. Further, at the time of appointment of Independent Directors,

a formal letter of appointment is given to the Director, inter alia explaining the role, duties and responsibilities of the Director. Disclosures w.r.t. Familiarisation programmes for Independent Directors are available on the link: https://tegaindustries.com/ PolicyonFamiliarisationProgrammeforIndependentDirectors.pdf.

Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 (''the Rules'') effective from December 01,2019, the Independent Directors of your Company have registered themselves with the Databank maintained by the Indian Institute of Corporate Affairs (IICA) and their names presently stands included in the Databank of IICA. The Independent Directors have successfully qualified the Online Proficiency Self Assessment Test, as may be applicable.

Further, Mr. Mehul Mohanka, Managing Director & Group CEO of the Company, was in receipt of remuneration of H26.99 Million for the FY 2021-22 from Tega Holding Pte Ltd., wholly owned subsidiary of your Company.

KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors at their meeting held on December 23, 2021 have appointed Mr. Manoj Kumar Agarwal, Chief Financial Officer, a qualified Company Secretary and Chartered Accountant, as the Chief Financial Officer, Company Secretary & Compliance Officer of your Company with effect from December 23, 2021 on an interim basis in place of Mr. Sudipta Bhowal, who had resigned from the office of Company Secretary of your Company effective from closure of the business hours of December 19, 2021.

As on March 31, 2022, Mr. Madan Mohan Mohanka (DIN: 00049388), Chairman & Executive Director, Mr. Mehul Mohanka (DIN: 00052134), Managing Director and Group CEO, Mr. Syed Yaver Imam (DIN: 00588381), Whole Time Director and Mr. Manoj Kumar Agarwal, Chief Fi nancial Officer, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMPs) of your Company in terms of the provisions of Section 203 of the Act.

NOMINATION & REMUNERATION POLICY

The Board of Directors of your Company have adopted a Policy on Selection & Remuneration of Directors, Key Managerial Personnel and other employees based on the recommendation of the Nomination & Remuneration Committee pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel (KMPs) and other employees. The Policy was amended by the Board during the year, inter alia, in consonance with the applicable provisions of the SEBI Listing Regulations, 2015 pursuant to the IPO of your Company. The amended Policy may be accessed on the link - https://tegaindustries. com/NominationAndRemunerationPolicy.pdf.

BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, 2015, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.

FINANCE

Your Company continues to enjoy the support and patronage of Axis Bank Limited, Standard Chartered Bank, Citibank, RBL Bank Limited, ICICI Bank Limited and ICICI Bank UK PLC for financing its loan requirements.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2022, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arm''s length basis.

During the year under review, your Company did not enter into any material Related Party Transaction which requires prior approval of the Members. There have been no materially significant related party transactions made by your Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of your Company at large. Since all related party transactions entered into by your Company were in the ordinary course of business and also on an arm''s length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company.

The Policy on Related Party Transactions as approved by the Board can be accessed on your Company''s website at following web-link: https://tegaindustries.com/RelatedPartyTransactions.pdf.

The details of the related party transactions are set out in the notes to the financial statements.

VIGIL MECHANISM AND WHISTL EBLOWER POLICY

Your Company has formulated a codified Whistle-Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015, in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue or concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimisation, for whistle blowing in good faith. The said Policy is available on your Company''s website at https://tegaindustries. com/WhistleBlowerPolicy.pdf

Further, no complaints were reported under the Vigil Mechanism during the year.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has a zero tolerance for sexual harassment at workplace and has adopted a policy viz., Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). Your Company is also in compliance with the provisions of the POSH Act, with respect to the constitution of Internal Complaints Committee.

During the year under review, no complaint / case was filed or was pending for redressal. The said policy is available on the website of the Company at https://www.tegaindustries.com/hr-philosophy/prevention-of-sexual-harassment/.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of your Company. Any member interested in obtaining such information may address their email to compliance.officer@ tegaindustries.com.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW

MATERIAL CHANGES AND COMMITMENTS

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of your Company between the end of the financial year i.e. March 31,2022 and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANY''S OPERATIONS IN FUTURE

There are no such orders passed by the regulators/courts/ tribunals impacting the going concern status and your Company''s operations in future.

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the Listing Regulations, inter alia, provides that the annual reports of the top 1000 listed entities based on market capitalisation (calculated as on March 31st of every financial year), shall include a Business Responsibility Report. Since your Company is one of the top 1000 listed entities, it has presented its Business Responsibility Report for the FY 2021-22, as Annexure - III to this Report.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the applicable provisions of the Companies Act, 2013, the members of your Company at their 44th Annual General Meeting (AGM) held on October 20, 2020, appointed M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants (Firm Registration No. 007567S/S-200012), as the Statutory Auditors of your Company to hold office from the conclusion of the 44th AGM until the conclusion of the 49th AGM of your Company to be held in the year 2025.

The reports given by the Statutory Auditors, M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants on the standalone and consolidated financial statements of your Company for the year ended March 31, 2022 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, your Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Accordingly, the Board of Directors of your Company has on the recommendation of the Audit Committee on May 24, 2022, approved the appointment of M/s Mani & Co. as the Cost Auditors of your Company for the financial year ended March 31, 2023. As required under the Act, a resolution seeking ratification of the remuneration payable to the Cost Auditors

forms part of the Notice convening the ensuing Annual General Meeting for FY 2021-22.

SECRETARIAL AUDITORS

As per Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company is required to have the audit of its secretarial records conducted by a Company Secretary in Practice.

Accordingly, your Company appointed Mr. Sachin Kumar, Practicing Company Secretary (Certificate of Practice No. 14154) as the Secretarial Auditor of your Company for FY 2021-22 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended March 31, 2022 does not contain any qualification, reservation or adverse remark or disclaimer and the same forms part of the Annual Report as Annexure - IV.

INTER-CORPORATE LOANS AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board. The Policy was last revised by the Board at its meeting held on August 03, 2021 and is available on the website of the company at https://www.tegaindustries.com/csrpolicy.pdf.

Your Company has identified five focus areas of engagement which are as under:

Â¦ Health: Affordable solutions for healthcare through improved access, awareness and health seeking behaviour.

Â¦ Education: Access to quality education, training and skill enhancement.

Â¦ Protection of National Heritage, Art and Culture.

Â¦ Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition.

Â¦ Environment: Environmental sustainability, ecological balance, conservation of natural resources.

Your Company strives to meet its commitment towards the community by committing its resources and energies to social development. Your Company spends amount on projects keeping in mind sustainability, impact on the desired recipients and efficacy of implementing agencies. Further, your Company believes in contributions which have a long term impact on the society at large. Accordingly, during the year under review your Company made contributions in ongoing projects with an objective of social welfare and development. The unspent amount arising out of these ongoing projects has been transferred by your company within a period of thirty days from the end of the financial year to a special account opened by your company in that behalf, and such amount shall be spent by your company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer.

A report on Corporate Social Responsibility (CSR) during the financial year ended March 31,2022 pursuant to the provisions of clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given as Annexure V to this Report.

INDUSTRIAL RELATIONS

Industrial relations at Kalyani and Samali units in West Bengal and Dahej unit in Gujarat continue to be satisfactory during the year under review.

COMPLIANCE OF SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

(i) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for the year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31, 2022 on a going concern basis;

(v) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws to your Company and the systems are adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

Â¦ Issue of Equity shares with differential rights as to dividend, voting or otherwise.

Â¦ Issue of sweat equity shares.

Â¦ There has been no change in the business of your Company.

Â¦ There is no proceeding pending under the Insolvency and bankruptcy Code, 2016.

Â¦ There is no instance of one time settlement with any Banks/ financial institutions.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from its Shareholders, the Financial Institutions, Banks, Central & State Government Authorities, RBI, SEBI, MCA, Stock Exchanges, Depositories, Credit Rating Agencies, Customers, Manufacturers, Vendors, Suppliers, Business Associates and other Stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution of the employees for the progress of your Company during the year and look forward to their continued co-operation in realization of the corporate goals in the years ahead.

On behalf of the Board of Directors

Sd/-

Madan Mohan Mohanka

Place: Kolkata Chairman

Date: May 24, 2022 DIN: 00049388

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