Directors Report of TGV SRAAC Ltd.

Mar 31, 2025

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

1. Operations

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

2. Division/ Segment Wise Performance

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

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

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

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

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

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

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

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

3. Outlook for the Current Year

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

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

FINANCIAL RESULTS ('' in lakhs)

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

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

4. Capital Expenditure

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

5. Dividend

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

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

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

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

Protection Fund (IEPF)

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

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

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

%20RI%201st%20Installment%20&%20NRI%20Single%20Redempti''on.pdf

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

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

7. Company''s market capitalization rank

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

8. Business Responsibility and Sustain ability Report (BRSR)

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

9. Safety and Environment

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

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

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

10. Dividend Distribution Policy

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

11. Listing Fees

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

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

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

14. Directors and Key Managerial Personnel (KMP)

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

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

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

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

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

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

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

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

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

16. Web-link of Annual Report

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

17. Change in Nature of Business

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

18. Industrial Relations

Your Company''s Industrial Relations continue to be harmonious and cordial.

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

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

20. Directors'' Responsibility Statement

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

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

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

22. Management Discussion and Analysis Report

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

23. Statutory Auditors

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

24. Cost Audit

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

Disclosure on maintenance of Cost records

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

25. Audit Committee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

33. Company''s Policy relating to Directors appointment, payment of Remuneration and discharge
of their duties

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

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

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

35. Internal Audit Department

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

36. Secretarial Auditor

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

Compliance with Secretarial Standards

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

Annual Secretarial Compliance Report

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

37. Annual Return in Form MGT-9 format

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

38. Details of Remuneration paid to KMP and Directors

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

39. Details of Median Remuneration VS KMP and Directors Remuneration

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

40. Subsidiaries, Joint Ventures and Associate Companies

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

41. Declaration of Independent Directors

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

42. Evaluation

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

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

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

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

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

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

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

44. Instances of Fraud reported to Audit Committee

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

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

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

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

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

47. Vigil Mechanism

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

48. Investor Education and Protection Fund (IEPF)

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

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

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

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

(*) RI means Resident Indian
Equity Dividend

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

49. Acknowledgement

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

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

on behalf of the Board of Directors

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

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

(DIN:02031367) (DIN:09266926)

---

Mar 31, 2024

Your Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31^st March, 2024.

1. Operations

The turnover (Gross) for the year under review is Rs. 179275 Lakhs as compared to Rs.270641 Lakhs in the previous year. The decrease in Turnover is mainly on account of ongoing geopolitical tensions, disruptions in global supply chains, uncertainty in global markets, demand and supply dynamics, reduced demand for Chlorine and China factor.

2. Division / Segment Wise Performance

For the current year Caustic Soda production is 252284 MTs, whereas for previous year production is 256492 MTs showing a slight decrease of approximately 1.65%. The net sales for Caustic Soda plant is Rs.96118 lakhs whereas for the previous year net sales is Rs.141332 lakhs.

For the current year Caustic Potash production is 30338 MTs, whereas for the previous year the production is 27675 MTs showing an increase of approximately 9.6%. The net sales for Caustic Potash Plant is Rs.27950 lakhs, whereas for the previous year net sales is Rs.38949 lakhs.

For the current year Chloromethanes production is 86924 MTs, whereas for the previous year the production is 88286 MTs showing a marginal decrease of approximately 1.54%. The net sales for Chloromethanes Plant is Rs.24518 lakhs, whereas net sales for previous year is Rs.40294 lakhs.

For the current year Castor Oil derivatives production is 540 MTs, whereas for the previous year the production is 700 MTs showing a decrease of approximately 33%. The net sales for Castor Oil Plant is Rs.788 lakhs, whereas for the previous year net sales is Rs.1505 lakhs.

For the current year Fatty Acids production is 4415 MTs, whereas for the previous year the production is 8996 MTs showing an increase of 51%. The net sales for Fatty acid plant is Rs.4088 lakhs, whereas for the previous year net sales is Rs.9543 lakhs.

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

Due to higher transmission charges involved compared to the benefits from generation, Wind Farm at Ramgiri transmission agreements approvals were not obtained from Electricity Authorities. Hence no income from generation for current year as against previous year generation of 6.35 Lakh/KWH

3. Outlook for the Current Year

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

FINANCIAL RESULTS ,? in lakhs)

Particulars	31.03.2024	31.03.2023
Profit before Finance Costs & depreciation	15454.78	54337.53
Less: Finance Cost	2368.73	2760.89
Profit before Depreciation	13086.05	51576.64
Less: Depreciation	8349.84	7362.42
Profit (Loss) before Exceptional items and Tax	4736.21	44214.22
Add: Exceptional items	3990.17	-
Profit/Loss Before Tax	8366.38	44214.22
Tax Expense:
Less: - Current Tax	1758.99	10608.81
- Deferred Tax	508.58	(2747.82)
- Earlier years Income Tax	-	146.72
Profit for the period from continuing operations	6098.82	36206.51
Less : Loss from discontinuing operations	35.71	58.86
Tax expenses of discontinuing operations	8.99	14.81
Profit/loss from discontinuing operations (After tax)	26.72	44.05
Profit for the period	6072.10	36162.46
Add: Balance Carried from Previous year	47704.84	21536.10
Add: Deferred Tax of Previous year	103.93	-
Profit available for Appropriation	53880.87	57698.56
Less: Transfer to General Reserve	1000.00	(10000.00)
Less: Dividend paid for 2022-23	1070.90	-
Less: Transfer from reserves to Other
Comprehensive Income	29.70	6.29
Surplus carried forward to next year	51780.27	47704.84

Profit before tax (including exceptional item Rs.3990.17 lakhs) for the current year is at Rs.8366.38 lakhs as against previous year Profit before tax (exceptional item : Nil) of Rs.44214.22 lakhs. For the Current year Profit after tax is Rs.6098.82 lakhs as against Profit after tax for the previous year of Rs.36206.51 lakhs. The decrease in profits is attributable to unfavourable market conditions, imbalance in demand and supply, geo-politics with war-fare between Russia-Ukraine etc conditions.

4. Capital Expenditure

During the year the Company has incurred capitalised expenditure of Rs.89.14 Cr (mainly towards Modernisation and strenghening. Further, Capital Work-in-progress at the year end comes to Rs.168.26 Cr. (mostly relating to Chloromethanes expansion, Solar Power project and others).

5. Dividend

Considering alround better performance of the company for the year and liquidity position, the Board in its meeting held on 29.05.2024 has recommended final dividend for the year ending 31.03.2024 at Rs.1/- per Equity Share of Rs.10/- each (i.e. 10%) [same as previous year].

The Dividend payment is subject to approvals of members at the ensuing Annual General Meeting (AGM). The total cash flow on account of dividend on equity shares for the financial year 2023-24 would aggregate to Rs.10,70,89,800/-. The dividend will be paid to members whose names appear in the Register of Members as on the cut-off / record date 20.09.2024. The dividend payment date is 23.10.2024 (Wednesday) / before the statutory time limit i.e. 27.10.2024.

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

6. Transfer of Unclaimed dividend to Investor Education and Protection Fund (IEPF)

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

The Company had transferred unclaimed or unpaid dividend to IEPF relating to CRPS Dividend for the period from 01.04.2002 to 31.03.2016 (14 years) amounting to Rs.32,518/- vide SRN : F77845154 dtd.03.11.2023 and Fractional Entitlements for the financial year 2016-17 amounting to Rs.23,751/ - vide SRN : F93190460 dtd.08.03.2024. The details are made available on Company website, https://www.tgvgroup.com/download/sraac/IEPF-1-CRPS-Shareholders-data-14-Years-Dividend-new-file.pdf and https://www.tgvgroup.com/download/sraac/IEPF-1-fractional-shareholders-data-F.Y-2016-17-file.pdf.

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

S. No.	Financial Year	Dividend on CRPS / Fractional Entitlement	Date of declaration of Dividend	Unclaimed Dividend amount in Rs.	IEPF transfer details
1.	01.04.2002 to 31.03.2016 (14 years)	CRPS Dividend @ 0.01 per year	27.09.2016	32,518	Form IEPF-1 vide SRN : F77845154 / 03.11.2023
2.	2016-17	Fractional Entitlement	27.01.2017	23,751	Form IEPF-1 vide SRN : F93190460 / 08.03.2024

7. Company’s market capitalization rank

It may please be noted that Company''s market capitalization rank for the year ending 31.03.2024 on BSE stands at 1303 (previous year 966). This rank is based upon traded value of company''s share as on 31.03.2024 on BSE platform where company''s shares are listed. As per the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to BRSR (Business Responsibility and Sustainability Report) are applicable to the company for the current year also.

8. Business Responsibility and Sustainability Report (BRSR)

To comply with the provisions of Regulation 53 of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report in the SEBI prescribed format has been attached as “Annexure - L". It may please be noted that BRSR provisions are applicable to the company even though its rank is above 1000, based on the immediately previous year rank of below 1000 for the year 2023-24, the provisions of BRSR reporting requirement are applicable to the company.

9. Safety and Environment

Your company sincerely believes and recognize the importance of sustainable environment and ecological balance. Further it believes that full proof safe methods have to be followed for achieving pollution free environment due to its activities in all respects particularly in utilization of material, machine and human activities while undertaking its business activities. To ascertain and ensure full proof safety and pollution control, the company is taking all possible preventive and proactive steps with the help of subject experts and outside professional agencies and periodical review of related committees for improvement of procedures enunciated in policies for achievement of desired objectives.

Proactive steps taken by the management to ensure pollution free environment along with safety consideration in every activity, the company has been awarded ISO 9001,14001,45001 Certification by renowned Institution DNV. It implies that the company is adhering to standard procedures to ensure pollution control, environment balance and implementation of safety related aspects.

Well trained and qualified professionals in senior cadre entrusted with the responsibility to ensure “EVERY SECOND SAFETY” and preservation of environmental ecology. To ensure safety related aspects awareness among all related stakeholders, and equip the staff with innovative and new technologies and equipment, regular mock drills and exercises were conducted and concerned technical committees hold regular meetings regularly to review and ensure full proof execution of plans and procedures for better results in these matters. Further, the company is complying with all statutory and non-statutory provisions relating to environmental balance, pollution control and safety. The company is taking all possible steps to keep sustainable eco-friendly environment around its business activities, one of them is giving more thrust to solar power generation which is eco-friendly.

10. Dividend Distribution Policy

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

11. Listing Fees

The Company has paid Listing Fee for the year 2024-25 to Bombay Stock Exchange vide our letter dated 30.04.2024. Further the company is always prompt and sincere in making payments to the stock exchange.

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.03.2024.

14. Directors and Key Managerial Personnel (KMP)

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

The Board of Directors in the meeting held on 29.05.2024 (on consideration of Nomination and Remuneration Committee recommendation dt.12.04.2024) has reappointed Sri Srinivasa Babu Chappidi (DIN:09266926) as Executive Director (Technical) for a period of three (3) years on same terms and conditions, subject to members approval at the AGM. Appropriate Special Resolution has been placed in the Notice of AGM.

Members of the company have accorded their approval by way of Special Resolution in the 40^th Annual General Meeting held on 15.09.2022 for the appointment of (1) Ms M. Sridevi (2) Ms S. Hima Bindu and Ms Geeta Ramesh Serwani as Independent Director for a period of three (3) years [First Term] effective from 11.11.2021, 02.03.2022 and 10.08.2022 respectively. In view of this first term of these Directors going to expire on 10.11.2024, 01.03.2025 and 09.08.2025 respectively. To comply with applicable provisions of the Companies Act, 2013, prior approval of shareholders is necessary for reappointment of these Independent Directors for second term. Accordingly after consideration of Nomination & Remuneration Committee recommendation dt.12.06.2024, the Board in its meeting held on 14.08.2024 recommended the company proposal for their reappointment for second term of 5 consecutive years after the end of their respective first terms after fulfilment of required formalities. Appropriate Special Resolutions are placed in the Notice of AGM for your approval.

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

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

In compliance of statutory provisions of the Companies Act, 2013, the company has received declarations from the Independent Directors of the company confirming that they meet the criteria of independence as mentioned in Sec. 149 (6) read with Regulation 16 (1) (b) of SEBI (LODR) 2015 and that their names are included in the data bank as per Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 for the current year under review. Further, it is confirmed that during the year, the independent directors of the Company had no pecuniary relationship or transactions with the company other than sitting fees for attending the Board and Committee Meetings.

16. Web-link of Annual Report

Pursuant to Section 92(3) of Companies Act, 2013 the annual report of the company for the financial year 2023-24 has been posed on the website of the company at https://www.tgvgroup.com/download/ sraacl/annual-reports/42-annual-report-2023-24.pdf

17. Change in Nature of Business

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

18. Industrial Relations

Your Company''s Industrial Relations continue to be harmonious and cordial.

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

In pursuance to applicable statutory provisions of the Companies Act, 2013 the company has furnished particulars required to be disclosed under Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors'' Report for the year ended 31^st March, 2024 is annexed hereto as “Annexure - A” to this report.

20. Directors’ Responsibility Statement

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

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

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

22. Management Discussion and Analysis Report

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

23. Statutory Auditors

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

24. Cost Audit

Majority of the products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form CRA-4 in XBRL format with MCA portal for the financial year 2022-23. The cost audit report for the financial year ended 31^st March, 2024 is being filed in due course.

Disclosure on maintenance of Cost records

The Company made and maintained the cost records prescribed under Sec.148 of the companies Act, 2013 for the financial year 2023-24.

25. Audit Committee

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

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

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

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

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

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

Even though the Provisions of Risk Management are applicable to the company from 01.04.2023 (based on company market capitalization rank) the company has taken proactive steps to comply with risk management provisions and as a matter of good corporate governance and in recognition of its importance, the company is adhering to the provisions enunciated in SEBI (LODR) Regulations, 2015 in this regard well before the applicability of the said provisions. The Risk Management Committee was Reconstituted latest on 07.11.2022 with Sri K. Karunakar Rao, Executive Director (Fin. & Comml.,) as Chairman and a) Ms. S. Hima Bindu, Director b) Sri N. Jesvanth Reddy, Executive Director (Technical) c) Sri C. Srinivasa Babu, Executive Director (Technical) d) Sri P. Raghavendra Reddy, Vice President (Q&A) and e) Sri C. Rajesh Khanna, Vice President (F&A) and CFO as Members to oversee the progress and implementation of stipulated procedure and policies for achieving the risk minimization and management objectives. As and when required the company is availing the services of experts in various connecting fields for revision and evaluation of its activities for attaining maximum benefits and improve efficiency. The details of Risk Management meetings held during the current year are furnished in “Report on Corporate Governance - Annexure - C.”

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

The required particulars are furnished to comply with Rule 10 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format as “Annexure - H”. It may please be

noted that these policies are periodically be reviewed and revised as and when required to comply with statutory amendments notified.

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

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

31. Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee (omnibus approval) and Board. Further details to be furnished in Form AOC-2 has been given as “Annexure - F” to this report to comply with statutory provisions of Sec.188.

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

Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit respectively, have not made any adverse comments on the activities of the Company for the financial year 2023-24.

33. Company’s Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

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

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

To achieve the company objective and to ensure full proof policy implementation the company has internal financial controls (IFC) systems, which is in line with requirement of the Companies Act,

2013, which is intended to increase transparency & accountability in an organization''s process of designing and implementing a system of internal control. Our IFC process, facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds.

35. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board in its meeting held on 29.05.2023 has re-appointed Sri N. Ramaswamy, Practicing Company Secretaries as Secretarial Auditor for the year 2023-24. As Sri N. Ramaswamy was expired on 18.02.2024, the Board in its meeting held on 29.05.2024 has appointed Mr. Mahadev Tirunagari (FCS : 6651) as Secretarial Auditor for 2023-24 to complete the unfinished Audit work and to comply with statutory provisions. Secretarial Audit Report for the year ending 31.03.2024 has been Annexed to the Directors'' Report as "Annexure - J” to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Acts. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. Further, in compliance of Regulation 34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR) Regulations, 2015 certificate on "non-disqualification of Directors” issued by the Secretarial Auditor is enclosed as “Annexure - K” to this report.

Compliance with Secretarial Standards

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

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ending 31^st March, 2024 on compliance of all applicable SEBI Regulations and other guidelines issued thereunder, was obtained from Sri Mahadev Tirunagari, Secretarial Auditor and submitted to BSE Limited within statutory time limit.

36. Annual Return in Form MGT-9 format

A copy of the Annual Return of the Company containing the particulars prescribed u/s. 92 of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year 2023-24 i.e. 31^st March, 2024 is furnished on the website of the company in the Investor Relations Section under Disclosures and can be accessed from https://www.tgvgroup.com/download/sraacl/ Annual%20Return%202023-24.pdf

37. Details of Remuneration paid to KMP and Directors

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

38. Details of Median Remuneration VS KMP and Directors Remuneration

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

39. Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies as on 31.03.2024.

40. Declaration of Independent Directors

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

41. Evaluation

Recognizing the importance and necessity of proper evaluation of committees, directors has been carried out by the Board in a transparent manner. The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

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

To equip the independent and non-executive directors to familiarize with company operation, directors familiarization programmes were undertaken before the Board meetings at regular intervals. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors. In this way mutual evaluation of directors has been carried mutually in transparent manner.

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

Your Company''s management ensures zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has no such cases of sexual harassment at workplace during the current year 2023-24. Further to comply with statutory compliances, these exists a internal committee to take care of compliance matters and review of steps taken by the company. During the year there is no change in the Internal Compliant Committees comprising which is as follows (1) Sri P Raghavendra Reddy, Vice President-Chairman (2) Sri E. Ramaiah, Vice President-Member and (3) Sri G. Prahlada Setty, General Manager-Member.

43. Instances of Fraud reported to Audit Committee

It is confirmed that there are no instances of fraud reported to Audit Committee during the year 2023-24 in pursuance to Sec. 134 (3) (ca) of the Companies Act, 2013.

44. Confirmation regarding “no proceedings under the Insolvency and Bankruptcy Code 2016 (31 of 2016)”

It is hereby confirmed that there are no proceedings pending before Insolvency and Bankruptcy Code, 2016 and the company has not made any such application in pursuance to the Sec. 134 (3) (m) and Rule 8 (5) (xi) of the Companies (Accounts) Rules, 2015. In view of the above explained reasons, the above said provisions are not applicable for 2023-24.

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

During the year 2023-24, the Board of Directors of the Company has met six times. The details of Board Meetings are furnished in report on Corporate Governance under Page No. 46 as annexure to this report. The said report also contains details of Committee Meetings also.

46. Vigil Mechanism

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

47. Investor Education and Protection Fund (IEPF)

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

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

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

Financial Year	Redemption Installments	Date of payment/ declaration	Last date for making claim lor unpaid amount with the company	Unclaimed Amount as on 31.03.2024 (Rs.)	Due date for transfer to IEPF Account
	RI - First (*)	01.04.2018	08.04.2025	31,19,317.50	07.05.2025
	NRI - Single (**)	01.04.2018	08.04.2025	4,19,690.56	07.05.2025
	RI - Second	01.07.2018	08.07.2025	31,60,760.95	06.08.2025
2018-19	including Dividend (2 years) (*) RI - Third (*)	01.10.2018	08.10.2025	32,64,787.50	06.11.2025
	RI - Fourth (*)	01.01.2019	10.01.2026	33,12,202.50	06.02.2026

Equity Dividend

Financial Year	Equity Dividend Declared	Date of declaration of Dividend	Last date for making claim with the company for unpaid dividend amount	Unclaimed Dividend Amount) as on 31.03.2024 (Rs.)	Due date for transfer to IEPF Account
2022-23	Rs. 1/- per share (@ 10%)	29.09.2023	04.10.2030	13,31,078.00	05.11.2030

48. Acknowledgement

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

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

On behalf of the Board of Directors

Sd/- Sd/-

N. JESVANTH REDDY C. SRINIVASA BABU

Place : Hyderabad Executive Director (Technical) Executive Director (Technical)

Date : 14^th August, 2024 (DIN: 03074131) (DIN: 09266926)

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Mar 31, 2023

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31^st March, 2023.

1. Operations

The turnover (Gross) for the year under review is Rs.270641Lakhs as compared to Rs.177519 Lakhs in the previous year. The 52% increase is on account of the following changes in respective Division''s performance.

2. Division / Segment Wise Performance

For the current year net sales for Caustic Soda plant is Rs.141332 lakhs whereas for the previous year net sales is Rs.88253 lakhs showing a increase of 60%.

For the current year net sales for Caustic Potash Plant is Rs.38949 lakhs, whereas for the previous year net sales is Rs.24749 lakhs showing an increase of 57%.

For the current year net sales for Chloromethanes Plant is Rs.40294 lakhs, whereas net sales for previous year is Rs.29765 lakhs showing an increase of 35%.

For the current year net sales for Castor Oil Plant is Rs.1505 lakhs, whereas for the previous year net sales is Rs.1533 lakhs showing an decrease of 2%.

4For the current year net sales for Fatty acid plant is Rs.9543 lakhs, whereas for the previous year net sales is Rs.7039 lakhs showing an increase of 36%.

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

The Wind Farm at Ramgiri has generated 6.35 Lakh/KWH power in the current year as against previous year generation of 4.39 Lakh/KWH. The decrease in power generation is due to weather conditions and wind velocity. The power generated is wheeled through State Grid to the Company for captive use.

3. Outlook for the Current Year

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

FINANCIAL RESULTS		(Rs. in lakhs)
Particulars	31.03.2023	31.03.2022
Profit before Finance Costs & depreciation	54337.53	30807.70
Less: Finance Cost	2760.89	3009.98
Profit before Depreciation	51576.64	27797.72
Less: Depreciation	7362.42	6862.36
Profit (Loss) before Exceptional items and Tax	44214.22	20935.36
Less: Exceptional items	-	-
Profit/Loss Before Tax	44214.22	20935.36
Tax Expense:
Less: - Current Tax	10608.81	3591.94
- Deferred Tax	(2747.82)	3885.24
- Earlier years Income Tax	146.72	5.47
Profit for the period from continuing operations	36206.51	13452.71
Less: Loss from discontinuing operations	58.86	54.77
Tax expenses of discontinuing operations	14.81	19.14
Profit/loss from discontinuing operations (After tax)	44.05	35.63
Profit for the period	36162.46	13417.08
Add: Balance Carried from Previous year	21536.10	13287.71
Profit available for Appropriation	57698.56	26704.79
Less: Transfer to General Reserve	(10000.00)	(5000.00)
Less: Transfer from reserves to Other Comprehensive Income	6.29	(168.69)
Surplus carried forward to next year	47704.84	21536.10

Profit before tax for the current year Rs.44214.22 lakhs as against previous year Profit before tax of Rs.20935.36 lakhs. For the Current year Profit after tax is Rs.36206.51 lakhs as against Profit after tax for the previous year of Rs.13452.71 lakhs. The increase in profit is attributable to good demand and better realisation for company main products.

4. Capital Expenditure

During the year the Company has incurred capitalised expenditure of Rs.212.98 Cr (mainly towards Modernisation, Chloromethanes Expansion Project and Solar Power project). Further, Capital Work-in- progress at the year end comes to Rs.11.12 Cr. (mostly relating to Solar Power and others).

5. Prepayment of Loans

Considering the overall good performance and favourable liquidity position, during the year the company has prepaid its loans to Banks aggregating to Rs. 71.22 Crores.

Meeting (AGM). The total cash flow on account of dividend on equity shares for the financial year 2022-23 would aggregate to Rs. 10,70,89,800/-. The dividend will be paid to members whose names appear in the Register of Members as on the cut-off / record date 22.09.2023. The dividend payment date is 24.10.2023 (Tuesday).

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

7. Company joins Top 1000 list on BSE for the first time

Company achieved 966^th rank with respect to capitalization as on 31.03.2023. Your management feels great for this achievement. All required steps have been taken to comply with additional compliance provisions enunciated in SEBI (LODR) 2015 regulations. The management acknowledges alround performance and support of all stakeholders have made it a reality.

8. Business Responsibility and Sustainability Report (BRSR)

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

9. Safety and Environment

Utmost importance is always given to environment and safety aspects by the management of the company as they firmly believe that environmental balance and safety of men, material, machinery and its alignment with other segments of society for better and effective results. To ascertain and ensure full proof safety and pollution control, the company is taking all possible preventive and proactive steps with the help of subject experts and outside professional agencies and periodical review of related committees for improvement of procedures enunciated in policies for achievement of desired objectives.

As a result of active steps taken by your company for pollution free environment along with safety consideration in every activity, the company has been awarded ISO 9002, 14001 Certification by renowned Institution DNV. It implies that the company is adhering to standard procedures to ensure pollution control, environment balance and implementation of safety related aspects.

Senior level management officer with exposure and experience in these aspects is entrusted with the responsibility to ensure “ALL TIME SAFETY” and preservation of environmental ecology. To ensure safety related aspects awareness among all related stakeholders, and equip the staff with innovative and new technologies and equipment, regular mock drills and exercises were conducted and concerned technical committees hold regular meetings regularly to review and ensure full proof execution of plans and procedures for better results in these matters. Further, the company is complying with all statutory and non-statutory provisions relating to environmental balance, pollution control and safety. Towards this objective the company is taking all necessary steps to develop greenery around factory.

10. Dividend Distribution Policy

The Board in its meeting held on 29.05.2023 has approved the following Dividend Distribution Policy to comply with Reg. 43 A of SEBI (LODR) Regulations, 2015. The Policy has been posted on Company website and the same can be viewed at https://www.tgvgroup.com/download/ sraac/7-Dividend-Distribution-Policy-new-file.pdf

11. Listing Fees

The Company has paid Listing Fee for the year 2023-24 to Bombay Stock Exchange vide our letter dated 21.04.2023.

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.03.2023.

14. Directors and Key Managerial Personnel (KMP)

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

The Board in its meeting held on 11.11.2021 has appointed Ms M. Sridevi, as Independent Director and Ms S. Hima Bindu was appointed as Independent Director by the Board in its meeting held on 02.03.2022 for a Term of 3 years subject to Shareholders approval to fill the vacancies.

Members of the company have accorded their approval by way of Special Resolution in the 40^th Annual General Meeting held on 15.09.2022 for the appointment of (1) Ms M. Sridevi (2) Ms S. Hima Bindu as Additional Director for a period of three (3) years effective from 11.11.2021 and 02.03.2022 respectively. This is in addition to members approval by way of Ordinary Resolution through Postal Ballot dt.09.04.2022 to comply with SEBI (LOdR) Regulations, 2015 and relevant provision of Companies Act, 2013. The Board in its meeting held on 10.08.2022 has appointed Ms Geeta Ramesh Serwani as Independent Director subject to members approval for a term of 3 years.

Further, members have approved the appointment of Ms Geeta Ramesh Serwani as Independent Director by way of Special Resolution in the 40^th Annual General Meeting held on 15.09.2022 for a period of three (3) years effective from 10.08.2022 to comply with statutory provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Sri PN. Vedanarayanan has completed second and final term as Independent Director on 25.09.2022.

Appropriate Special Resolutions were placed in the ensuing 41^st Annual General Meeting Notice with respect to (1) Re-appointment of Sri K. Karunakar Rao as Executive Director (Fin. & Comml.,) for a period of three (3) years effective from 11.05.2024 and (2) Re-appointment of Sri N. Jesvanth Reddy as Executive Director (Technical) for a period of three (3) years effective from 11.05.2024.

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

During the year under review, the company has received declarations from the Independent Directors of the company confirming that they meet the criteria of independence as mentioned in Sec. 14 (6) read with Regulation 16 (1) (b) of SEBI (LODR) 2015 and that there names are included in the data bank as per Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, it is confirmed that during the year, the independent directors of the Company had no pecuniary relationship or transactions with the company other than sitting fees for attending the Board and Committee Meetings.

16. Web-link of Annual Report

Pursuant to Section 92(3) of Companies Act, 2013 the annual report of the company for the financial year 2022-23 has been posed on the website of the company at https://www.tgvgroup.com/ download/sraacl/annual-reports/41-annual-report-2022-23.pdf

17. Change in Nature of Business

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

18. Industrial Relations

Your Company''s Industrial Relations continue to be harmonious and cordial.

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

Particulars required to be disclosed under Section 134 (3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are forming part of the Directors'' Report for the year ended 31^st March, 2023 is annexed hereto as “Annexure - A” to this report.

20. Directors’ Responsibility Statement

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

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

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The “Annexure C and D” are attached to this report.

22. Management Discussion and Analysis Report

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

23. Statutory Auditors

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

24. Cost Audit

Majority of the products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form CRA-4 in XBRL format with MCA portal for the financial year 2021-22. The cost audit report for the financial year ended 31^st March, 2023 is being filed in due course.

Disclosure on maintenance of Cost records

The Company made and maintained the cost records prescribed under Sec.148 of the companies Act, 2013 for the financial year 2022-23.

25. Audit Committee

The Audit Committee was constituted to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted on 07.11.2022 with the following members namely Sri C. Srinivasa Babu, Ms. M. Sridevi and Ms. Geeta Ramesh Serwani as members with Ms S. Hima Bindu as Chairperson of the Audit Committee.

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

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

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

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

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

Eventhough the Provisions of Risk Management are applicable to the company from 01.04.2023 (company attained 966 rank with respect to market capitalization on 31.03.2023), as a matter of good corporate governance and its importance, the company is adhering to the provisions enunciated in SEBI (LODR) Regulations, 2015 in this regard well before the applicability of the said provisions. The Risk Management Committee was Reconstituted latest on 07.11.2022 with Sri K. Karunakar Rao, Executive Director (F&C) as Chairman and a) Ms. S. Hima Bindu, Director b) Sri N. Jesvanth Reddy, Executive Director (Technical) c) Sri C. Srinivasa Babu, Executive Director (Technical) d) Sri P Raghavendra Reddy, Vice President (Q&A) and e) Sri C. Rajesh Khanna, CFO as Members to oversee the progress and implementation of stipulated procedure and policies for achieving the objectives. The Committee will be making periodically every year to review the activities and to suggest any modifications in policies and procedures that may be required.

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

The required particulars are furnished to comply with Rule 10 of Companies (Corporate Social Responsibility Policy) Rules, 2014 in the prescribed format as “Annexure - H”.

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

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

31. Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee (omnibus approval) and Board. Further details to be furnished in Form AOC-2 has been given as “Annexure - F” to this report to comply with statutory provisions of Sec. 188.

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

Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit respectively, have not made any adverse comments on the activities of the Company for the financial year 2022-23.

33. Company’s Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

During the year Nomination and Remuneration Committee was Reconstituted on 07.11.2022 with Ms Geeta Ramesh Serwani as Chairperson and Ms. M. Sridevi, Ms S. Hima Bindu as Members to comply with provisions of SEBI (LODR) Regulations, 2015. The committee will meet

periodically and also as and when required to recommend to the Board regarding Appointment / Re-appointment and Fixation of Remuneration to Whole-time / Executive / Non-Executive Directors to comply with Statutory Provisions. Further, to meet the future requirements of the company, it ensures maintenance of relevant data bank and deal with related matters in its meetings. The committee will also review the policy and procedures and its modification to suit changing provisions as and when required.

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

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organization''s process of designing and implementing a system of internal control. Our IFC process, facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds.

To ensure effective Internal Financial Controls, Company has laid down the following measures.

• Company has defined and documented the Standard Operating Procedures (SOPs) and Delegation of Authority (DOA) which forms the basis for compliance to laid down procedures. The SOPs and DOA are refreshed on a periodic basis.

35. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board in its meeting held on 19.05.2022 has re-appointed Sri N. Ramaswamy, Practicing Company Secretaries as Secretarial Auditor for the year 2022-23. Secretarial Audit Report for the year ending 31.03.2023 has been Annexed to the Directors'' Report as “Annexure - J” to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Acts. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark. Further, in compliance of Regulation 34(3) read with Schedule V Para C clause 10 (i) of SEBI (LODR) Regulations, 2015 certificate on “non-disqualification of Directors” issued by the Secretarial Auditor is enclosed as “Annexure - K” to this report.

Compliance with Secretarial Standards

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

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ending 31^st March, 2023 on compliance of all applicable SEBi Regulations and other guidelines issued thereunder, was obtained from Sri N. Ramaswamy, Secretarial Auditor and submitted to BSE Limited within statutory time limit.

36. Annual Return in Form MGT-9 format

A copy of the Annual Return of the Company containing the particulars prescribed u/s. 92 of the Companies Act, 2013, in Form MGT-9, as they stood on the close of the financial year i.e.

31^st March, 2023 is furnished in “Annexure - G” and forms part of this report. The same is uploaded on the website of the company in the Investor Relations Section under Disclosures and can be accessed from https://www.tgvgroup.com/download/sraacl/Annual%41Return%202022-23.pdf

37. Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies as on 31.03.2023.

38. Declaration of Independent Directors

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

39. Evaluation

Evaluation of committees, directors has been carried out by the Board in a transparent manner. The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

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

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

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

40. Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has no such cases of sexual harassment at workplace.

41. Vigil Mechanism

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

42. Investor Education and Protection Fund (IEPF)

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

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

CRPS Dividend :
Financial Year	CRPS Dividend Declared (%)	Date of declaration of Dividend on CRPS	Last date for claiming unpaid dividend/ amount	Unclaimed Dividend / Amount) as on 31.03.2023(Rs.)	Due date for transfer to IEPF Account
01.04.2002 to 31.03.2016 (14 years)	@ 0.01 per year	27.09.2016	03.11.2023	33,294.00	03.11.2023
Fractional Shares Entitlement
Financial Year	Fractional Shares entitlement	Date of payment/ declaration	Last date for claiming unpaid amount	Unclaimed Amount (Rs.) as on 31.03.2022	Due date for transfer to IEPF Account
2016-17	Rs. 39/-per share	27.01.2017	04.03.2024	23,907.00	04.03.2024

CRPS Dividend (2016-17 & 2017-18) CRPS Redemption amounts :
Financial Year	Redemption Installments	Date of payment/ declaration	Last date for claiming unpaid amount	Unclaimed Amount as on 31.03.2023 (Rs.)	Due date for transfer to IEPF Account
	RI - First (*)	01.04.2018	08.06.2025	31,45,282.50	07.05.2025
2018-19	NRI - Single (*) RI - Second including Dividend	01.04.2018	08.06.2025	4,19,690.00	07.05.2025
	(2 years) (*)	01.07.2018	08.08.2025	31,84,511.43	06.08.2025
	RI - Third (*)	01.10.2018	08.12.2025	31,91,512.50	06.11.2025
	RI - Fourth (*)	01.01.2019	10.03.2026	33,35,562.50	06.02.2026

(*) RI means Resident Indian (*) NRI means Non-Resident Indian

43. Acknowledgement

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

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

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Mar 31, 2018

Dear Members,

The Directors’ have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31^st March, 2018.

Change in the name of the Company

In pursuance to shareholder’s approval in the Annual General meeting (AGM) dt.27.09.2017 and on completion of all required formalities MCA vide letter dt.14.10.2017 and BSE Limited vide its letter Ref.No.20171107-11 dt.07.11.2017 given their approval to change the name of the company from “SREE RAYALASEEMA ALKALIES AND ALLIED CHEMICALS LIMITED” to “TGV SRAAC LIMITED (CIN:L24110AP1981PLC003077).”

Operations

The turnover (Gross) for the year under review is Rs.120950 Lakhs as compared to Rs.98767 Lakhs in the previous year. The 22% increase is on account of the following changes in respective Divisions performance.

Division / Segment Wise Operations

The Caustic unit has produced 171658 MTs of Caustic Soda as against 144675 MTs for the previous year representing an increase of 19%. As against net sales of Rs. 45345 Lakhs for previous year, the current year sales comes to Rs. 66063 Lakhs representing an increase of 46%.

For the current year the Potassium plant has produced 13573 MTs of Potassium Hydroxide as against 15273 MTs for the previous year representing a decrease of 11%. As against net sales of Rs. 9868 Lakhs for previous year, the current sales comes to Rs. 8160 Lakhs representing decrease of 17%. The product mix of Caustic Soda and Caustic Potash is depended upon marketing requirements of the two products.

Chloromethanes Plant has produced 39620 MT of Chloromethanes for the current year as against previous year production of 28840 MT representing an increase of 37%. The current year net sales for Chloromethanes is at Rs. 13976 Lakhs. Previous year net sales are at Rs.8627 lakhs representing an increase of 62%.

The Castor Oil Plant has processed 4763 MTs of oil for the current year as against 7760 MTs processed for the previous year representing a decrease of 39%. As against net sales of Rs. 7187 lakhs for the previous year, the current year sales stood at Rs. 5186 Lakhs representing decrease of 38%. The difference is mainly attributed to the rapid fluctuations in raw materials and finished product prices.

The Fatty acid plant has processed 14672 MTs for the current year as against 21874 MTs for the previous year representing decrease of 33%. The net sales of this division has decreased from Rs.15585 Lakhs to Rs.10741 Lakhs representing a decrease of 31%. The difference is mainly attributed to the rapid fluctuations in raw materials and finished product prices.

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

The Wind Farm at Ramagiri has generated 26.61 Lakh/KWH power in the current year as against previous year generated of 28.01 Lakh/KWH representing a marginal decrease of 5% when compared to previous year. The power generated is wheeled through State Grid to the Company for captive use. The generation of Power depends upon Wind velocity.

Outlook for the Current Year

Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report in “ANNEXURE - C”.

FINANCIAL RESULTS

(Rs. In lakhs)

	31.03.2018	31.03.2017
Profit before Finance Costs & depreciation	20180.65	13899.20
Less: Finance Cost	5175.94	5273.88
Profit before Depreciation	1500471	8625.32
Less: Depreciation	765554	4659.91
Profit (Loss) before Exceptional items and Tax	7349.17	3965.41
Less: Exceptional items
Profit/Loss Before Tax	7349.17	3965.41
Tax Expense:
Less: - Current Tax	1188.52	860.19
- Deferred Tax	1130.08	91229
Profit for the period from
continuing operations	5030.57	2192.93
Less : Loss from discontinued operations	2069.45	535.19
Profit for the period	2961.12	1657.74
Add: Balance Carried from Previous year	3673.94	3516.20
Profit available for Appropriation	6635.06	5173.94
Less: Transfer to General Reserve	1500.00	1500.00
Less : Transfer from OCI	40.64
Surplus carried to Balance Sheet	5094.42	3673.94

Profit after tax for the Current year is Rs. 5030.57 Lakhs where as previous year Profit before tax is Rs. 3965.41 Lakhs. The increase in profit is mainly on account of better performance of the company.

Dividend

In pursuance to the Court Order dt.11.11.2004 the Board in its meeting held on 06-06-2018 has given approval for declaration and payment of two years outstanding dividend on Cumulative Redeemable Preference Shares (CRPS) @ 0.01% per year for two years (2016-17 & 2017-18) and appropriate resolution placed in the notice of AGM for ratification by members.

In view of liquidity constraints your Directors have not recommended any dividend on Equity Shares.

Capital Expenditure

During the year the Company has incurred an amount of Rs.67.14 Crs on Capital Expenditure which is mainly towards normal capital expenditure. The funds required for the above is met from Banks and internal accruals.

The Company has expended its caustic soda capacity by 1,02,200 TPA and after such addition the present capacity stands at 2,59,150 TPA. The capacity increase has been declared during Sept’ 2018.

Safety and Environment Protection

Your Company believes that pollution free environment is the fundamental right for all. All necessary steps being taken to ensure top most priority to ensure Pollution Free Environment in the vicinity of the factory where manufacturing activities of the Company taken place. The greenery around the Factory is the real testimony for company’s efforts towards this end. As for as safety is concerned the Company is complying all relevant statutory requirements. The safety department was headed by a Senior most officer who was abley supported by dedicated staff who ensures round the clock safety. Mock drills, training of employees are some of the important routines taken up by the safety department to ensure preparedness of the Company to take any eventuality.

Listing Fees

The Company has paid Listing Fee for the year 2018-19 to Bombay Stock Exchange vide its letter dated 27.04.2018.

Insurance

Assets of the Company are adequately insured.

Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.3.2018.

Directors and Key Managerial Personnel

Sri Gopal Krishan (DIN : 05342348) and Smt V. Surekha (DIN : 06953161) are retiring by rotation at the ensuing Annual General Meeting (AGM) being eligible for re-election, they have given their consent for re-election. Appropriate resolution is being placed in the notice of Annual General Meeting for members approval.

Sri Gopal Krishan has been re-appointed as Executive Director (Technical) by the Board in its meeting held on 13.11.2017 (on consideration of recommendation of Nomination and Remuneration Committee Meeting dt.13.11.17) for a period of one year to be effective from 07.11.2017 subject to members ratification at the ensuing AGM. Appropriate resolution is placed in the notice of AGM for members ratification is placed.

Sri K. Karunakar Rao has been re-appointed as Executive Director (Finance & Commercial) by the Board in its meeting held on 05.05.2018 (on consideration of recommendation of Nomination and Remuneration Committee Meeting dt.05.05.18) for a period of two years to be effective from 11.05.2018 subject to members approval at the ensuing AGM. Appropriate resolution placed in the notice of AGM for members ratification is placed.

Sri N. Jesvanth Reddy has been re-appointed as Executive Director (Technical) by the Board in its meeting held on 05.05.2018 (on consideration of recommendation of Nomination and Remuneration Committee Meeting dt.05.05.18) for a period of two years to be effective from 11.05.2018 subject to members approval at the ensuing AGM. Appropriate resolution placed in the notice of AGM for members ratification is placed.

The Board in its meeting held on 13.07.2018 [on consideration of Nomination and Remuneration Committee Meeting dt.13.07.2018 and appropriate nomination by one of the shareholder (member)] has recommended the proposal for re-appointment of Sri J. Nagabhushanam as INDEPENDENT DIRECTOR for a second term of 3 years for members approval. Appropriate resolution is placed in the notice of AGM for members approval.

The Board in its meeting held on 13.07.2018 [on consideration of Nomination and Remuneration Committee Meeting dt.13.07.2018 and appropriate nomination by one of the shareholder (member)] has recommended the proposal for re-appointment of Dr M. Asha Reddy as INDEPENDENT DIRECTOR for a second term of 3 years for members approval. Appropriate resolution is placed in the notice of AGM for members approval.

M/s. IDBI Bank Ltd., vide the letter Ref. No. IDBI/GHY/263 dt. 08-10-2018 has intimated the company regarding withdrawal of their Nominee Director Sri Subhasish Roy from the Board of the Company to be effective from 15-10-2018, the Board in its meeting held on 27-10-2018 has taken on record its appreciation for the contribution made by the Director.

Industrial Relations

Your Company’s Industrial Relations continue to be harmonious and cordial.

Directors’ Responsibility Statement

As required by the provisions of Section 134 of the Companies Act, 2013, Directors’ Responsibility Statement is attached as “Annexure - AA”.

Corporate Governance - Reg.27 (2) of SEBI (LODR) Regulations, 2015

A separate report on Corporate Governance (Annexure - A) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - B) regarding compliance of the conditions of Corporate Governance. The “Annexure A and B” are attached to this report.

Management Discussion and Analysis Report

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

Auditors

M/s. K.S. Rao & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a term of 5 years upon the recommendation of Audit Committee in its meeting held on 23.08.2017 by the Board in its meeting held on 23.08.2017. In the AGM held on 27.09.2017 members have ratified the same. Pursuant to recent amendment vide MCA Notification dt. 07.05.2018 to Sec. 143 of Companies Act, 2013 members ratification at every AGM is discontinued/not required.

Applicability of IND AS

MCA notification regarding applicability of Indian Accounting Standards (IND AS) read with Companies (IND AS) Rules 2015, IND AS are applicable to your company from 01.07.2017 as the company falls under the Phase II of MCA Notification dtd.16.02.2018. Accordingly financial statements and related annexures thereto have been prepared in compliance of IND AS.

Redemption of Cumulative Redeemable Preference Shares (CRPS)

In pursuance to the Hon’ble High Court of A.P Order dt.11.11.2004 and Board approval dt.12.01.2018 and 06.06.2018 the process of redemption of CRPS in four quarterly installments @ Rs.2.50 per CRPS starting from 01.04.2018 has been initiated. The Second Redemption Installment was paid on 01.07.18. In view of compliance with statutory formalities NRI-CRPS were redeemed on 01.04.18 in single installment. Your company has taken all necessary steps to honour Third and Fourth Redemption Installment of CRPS on due dates.

Listing approval from BSE Limited for Third Tranche Warrants converted into Equity

After completion of required formalities, BSE Limited vide their letter Ref.No. DCS/PREF/ST/PRE/2080/2017-18 dt.25.07.2017 has given Listing Approval for listing of 45,90,805 Equity Shares (which were allotted on 08.07.2017) on conversion of convertible share warrants into equity in the ratio 1:1 with a face value of Rs.10/- each at a premium of Rs.7.02 per Share). These shares are subject to lock-in provision upto 29-09-2020.

Cost Audit

Products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form-CRA-4 in XBRL format vide SRN No.G58881939 dt.28.10.2017 with MCA portal for the financial year 2016-17.

Audit Committee

An Audit Committee continues to function to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted on 27.10.2018 with the following members namely Sri G.Krishna Murthy and Dr. M. Asha Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee.

Material changes and commitment if any, affecting the financial position of the Company occured between the end of the financial year to which this financial statements relate and the date of the Report

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

Financials for the period April 2018 to September 2018.

In the Board meeting held on 27-10-2018 un-audited financial result for the second quarter / half year ending 30-09-2018 has been declared and the same were intimated to BSE and placed on Company website. For the period of Six months the Company achieved a turnover the Rs.600.89 Cr and operating profit of Rs.66.27 Cr as against Rs.496.68 Cr and Rs.42.33 Cr for the previous half year ending showing sastifactory performance. Your Directors are confident of same trend in future.

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

Appropriate Committee with well qualified Senior Executives having exposure in various fields of risks related matters has been formed to assist Executive Director and CEO in (a) Overseeing and approving the Company’s enterprise wide risk management framework, and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Executive Director and CEO, monitors and reports on the principal risks and uncertainties that can impact the company and its ability to achieve strategic objectives. The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Management and business of the Company.

Several improvements are effected to integrate Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

The Company is indulging in CSR activities right from inception of the company as it recognizes the importance for the sustained growth of the company depends to a large extent on society development. This is main motto of the company. Appropriate steps are taken by the company to integrate CSR activities for the development of areas surrounding the Company in particulars and other areas in general. Since its inception, CSR Policy has been drafted by a Team of Senior Executives of the Company and the same was re-approved by the Board in its meeting held on 26.05.2014. For the financial year ending 31.03.2018, the Company has to spend Rs.67.37 lakhs as against this the Company has spent Rs. 68.83 lakhs. The CSR activities of the company are continuous and never ending process as far as the Company is concerned and the Team of Senior Executives taking all necessary steps for its implementation under the guidance of C.S.R. Committee. A Board sub-committee has been formed by the Board on 26.05.2014 under the name “Corporate Social Responsibility Committee to monitor the implementation of C.S.R. activities. During the year there is no change in the constitution of the CSR Committee. The members of the Committee are (1) Sri G. Krishna Murthy, Chairman (2) Sri K. Karunakar Rao, Member and (3) Sri Gopal Krishan, Member.

Details of C.S.R. activities are given as “Annexure - G”.

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

- Not applicable -

Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Indian Accounting Standard and SEBI (LODR) regulations, 2015. The Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts to comply with IND AS-24. All the Related party transactions were on arm-length basis and the same are entered with the prior approval of the Audit Committee and Board. Further details to be furnished in Form AOC-2 has been given as “Annexure-E” to this report to comply with statutory provisions of Sec.188.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their Reports Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit, have not made any adverse comments on the activities of the Company for the financial year 2017-18.

Company’s Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

The Nomination and Remuneration Committee has been reconstituted by the Board in its meeting held on 29.01.2016 to ensure the appointment of persons having wide exposure in the fields which are useful to the companies growth having independence as defined in the Companies Act to be available for appointment as Director. The Committee always keeps a list of eminent personalities having independence and qualification available for Company’s requirement depending upon vacancy on the Board. As regards remuneration payable to whole-time Directors, the Board will take collective decision within the parameters of various statutes including Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Committee will follow the Company’s policy to discharge its duties whenever necessity arises. It will not be out of place to mention that the set policy being followed since inception of the Company to ensure transparency.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Secretarial Auditor

The Board in its meeting held on 12.01.2018 has appointed Sri N. Ramaswamy as Secretarial Auditor for the year 201718. Secretarial Audit Report for the year ending 31.03.2018 has been Annexed to the Directors’ Report as “Annexure - I” to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Acts. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Annual Return in Form MGT-9 format

The details of Annual Return in Form MGT-9 format is enclosed as “Annexure - F”. .

Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries and Joint Ventures. The details of Associate Company M/s. NCS Sugars Limited given in “Annexure-D”.

Declaration of Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation include the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors’ obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

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

The Board considered and discussed the inputs received from the Directors.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.

Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has no such cases of sexual harassment at workplace.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2018 includes an Ethics and Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company’s website at the link: http://www.tgvgroup.com.

Acknowledgement

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

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

Investor Protection and Education Fund (IEPF) :

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

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

On behalf of the Board of Directors

Sd/- Sd/-

CA K. KARUNAKAR RAO N. JESVANTH REDDY

Place_: Kurnool Executive Director & CEO Executive Director (Technical)

Date : 26^th November, 2018 (DIN : 02031367) (DIN: 03074131)

---

Mar 31, 2016

DIRECTORS’ REPORT

Dear Members,

(Equity & CRP Shareholders)

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31^st March, 2016.

Operations

The turnover for the year under review is Rs.86556 lakhs as compared to Rs.83784 lakhs in the previous year. The 3.31% marginal increase is on account of the following changes in respective Divisions performance.

Division / Segment Wise Operations

The Caustic unit has produced 139536 MTs of Caustic Soda as against 141336 MTs for the previous year representing a marginal decrease of 1%. As against net sales of Rs.42627 lakhs for previous year, the current year sales comes to Rs. 40582 lakhs representing a decrease of 5%.

The Potassium plant has produced 17249 MTs of Potassium Hydroxide as against 11508 MTs for the previous year representing a increase of 50%. As against net sales of Rs. 8877 lakhs for previous year, the current sales comes to Rs.11989 lakhs representing an increase of 35% which is attributed to favorable marker and better performance.

As regards Chloromethane Plant the company has declared 26/03/2016 as the commercial production starting date. During the short period of 6 days in the financial year the plant has produced 84 MT of Methylene Chloride, Chloroform. Full effects of the plant operation will be experienced in the next year 2016-17.

The Castor Oil Plant has processed 9583 MTs of oil as against 11709 MTs for the previous year representing a decrease of 19%. As against net sales of Rs.11200 lakhs for the previous year, the current year sales stood at Rs.9012 lakhs representing a decrease of 20%, which is mainly attributed to adverse market.

The Fatty acid plant has processed 26842 MTs for the current year as against 18852 MTs for the previous year representing an increase of 42%. The net sales of this plant has increased from Rs.11102 lakhs to Rs.14420 lakhs representing an increase of 30%, which is mainly attributed to favourable market and better performance.

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

The Wind Farm at Ramagiri has generated 28.90 lakh/KWH power in the current year as against previous year generation of 25.91 lakh/KWH representing an increase of 12% when compared to previous year. The power generated in the farm is wheeled through State Grid to the Company for captive use. The generation of Power depends upon Wind velocity.

Outlook For The Current Year

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

FINANCIAL RESULTS YEAR ENDED

_(Rs. In lakhs)

	31.03.2016	31.03.2015
Profit before Finance Costs & depreciation	11221.28	10724.94
Less: Finance Cost	3810.47	3339.51
Profit before Depreciation	7410.81	7385.43
Less: Depreciation	3546.61	3643.19
Profit (Loss) before Exceptional items and Tax	3864.20	3742.24
Less: Exceptional items
Profit/Loss Before Tax	3864.20	3742.24
Tax Expense: Less: - Current Tax	763.10	696.35
- Deferred Tax	80.16	247.52
Profit for the period from continuing operations	3020.94	2798.37
Less : Loss from discounting operations	579.23	583.22
Profit for the period	2441.71	2215.15
Less: Dividend and Dividend Tax on Preference Shares	3.21
Add: Balance Carried from Previous year	3579.75	2864.60
Profit available for Appropriation	6018.25	5079.75
Less: Transfer to General Reserve	1500.00	1500.00
Surplus carried to Balance Sheet	4518.25	3579.75

Profit for the Current year at Rs. 2438.50 Lakhs shows an increase of 10% compared to previous year Profit of Rs.2215.15 Lakhs. The increase in Profit is on account of better performance and absence of exceptional items and reduction in loss from discontinued operations.

Dividend

Cumulative Redeemable Preference Shares (CRPS)

The Board of Directors recommended the declaration & payment of accrued Dividend (2002-03 to 2014-15) and current Year dividend (2015-16) @ 0.01 % per year on Cumulative Redeemable Preference Shares.

Equity Shares

In view of liquidity constraints and future plans your Directors have not recommended any dividend on Equity Shares.

Capital Expenditure

During the year the Company has incurred an amount of Rs.13231.71 Lakhs on Capital Expenditure which is mainly towards Chloromethane Project and other normal capital expenditure. The funds required for the above is met from Term loans and internal accruals.

Safety and Environment Protection

Your Company gives utmost importance to safety as well as development of green environment. All out effort are made to ensure safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous “SAFETY FOR MEN, MACHINE AND MATERIAL”. The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects.

Commercial Production of Chloromethane Project

The Key Managerial Personnel (KMP) Committee has decided 26^th March, 2016 as the starting date of commercial production of Chloromethane Project. Your Directors are optimistic about the performance of the unit which certainly uplift the overall performance by its contribution.

Listing Fees

The Company has paid Listing Fee for the year 2016-17 to Bombay Stock Exchange vide its letter dtd. 19.04.2016.

PREFERENTIAL ALLOTMENT

1) Preferential allotment of Convertible Share Warrants: After obtaining Shareholders approval in the Annual General Meeting held on 16.09.2015 and on receipt of in-principle approval from BSE vide their letter Ref No. DCS/PREF/MN/FIP/643/2015-16 dt. 06.01. 2016, the Board Allotment Committee in its meeting held on 13.01.2016 has allotted 1,30,95,272 Convertable Share Warrants (1^st Tranche - 41,43,202; 2^nd Tranche - 43,61,265; 3^rd Tranche - 45,90,805) in 3 Tranches to M/s. Brilliant Industries Private Ltd being one of the Promoter Group Company at an issue price of Rs.17.02 per warrant in pursuance to SEBI (ICDR) Regulations 2009.

2) Allotment of Equity Shares on Conversion of 1^st Tranche Warrants : 1^st Tranche Convertible Share Warrants were converted into 41,43,202 Equity Shares in the ratio of 1:1 by the Board in its meeting held on 29.01.2016. The Company has obtained Trading approval for the said shares from BSE vide their letter DCS/PREF/MN/FIP/2944/2016-17 dtd.27.05.2016 and the same were credited to the Allottee M/s. Brilliant Industries Private Limited in Demat mode by NSDL vide their letter dtd. 13.05.2016 with lock-in provision upto 21.06.2019.

Insurance

Assets of the Company are adequately insured.

Fixed Deposits

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.3.2016.

Directors and Key Managerial Personnel

Sri T. G. Venkatesh (DIN : 00108120) and Smt V. Surekha (DIN : 06953161) are retiring by rotation at the ensuing Annual General Meeting (A G M) being eligible for re-election, they have given their consent for re- election. Sri O.D. Reddy (DIN : 00101729) has resigned as Director from the Board to be effective from 13.10.2015 due to his ill health. Subsequently on 30.10.2015 he succumbed to death after great fight. The Board of Directors has appreciated his contribution during his tenure as Director on the Board for the growth of the company.

Dr. M. Asha Reddy (DIN : 07328122) has been co-opted as Additional Director on the Board of the company on 29.01.2016 upon the recommendation of Nomination and Remuneration Committee meeting held on 02.11.2015 whose term will expire on the date of this Annual General Meeting. The Company has received necessary deposit from a shareholder proposing Dr. M. Asha Reddy as independent Director for a term of 2 years.

Sri T.G. Venkatesh has submitted his resignation for the post of Managing Director to be effective from the closing hours of 31.05.2016 due to his pre-occupation. He continues to be Non-Executive Chairman and Director on the Board of the Company.

Appropriate resolutions are placed in the notice of Annual General Meeting for members approval.

Industrial Relations

Your Company''s Industrial Relations continue to be harmonious and cordial.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors’ Responsibility Statement

As required by the provisions of Section 134 of the Companies Act, 2013, Directors'' Responsibility Statement is attached as Annexure - B.

Corporate Governance - Regulation 17 read with Schedule II of SEBI (LODR) Regulations, 2015.

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure

- D) regarding compliance of the conditions of Corporate Governance. The” Annexure C and D” are attached to this report.

Management Discussion and Analysis Report

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

Auditors

M/s. Brahmayya & Co., Chartered Accountants, Adoni were appointed as Statutory Auditors for a term of 3 years upon the recommendation of Audit Committee in its meeting held on 30.07.2014 by the Board in its meeting held on 30.07.2014 subject to the Members'' ratification every year to comply with the provisions of Section 143 of the Companies Act, 2013. Accordingly, a Resolution for ratification by the Members placed in the notice of this AGM which will be effective up to the next AGM.

Cost Audit

Products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form-CRA-4 in XBRL format vide SRN: S 41675612 dt.15.10.2015 with MCA portal for the financial year 2014-15.

Audit Committee

An Audit Committee continues to function to comply with provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and other statutory provisions. The Audit Committee was reconstituted on 29.01.2016 with the following members Sri Badri Srinivasa Rao, Sri G. Krishna Murthy and Dr. M. Asha Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee.

Material changes and commitment if any affecting the financial position of the Company occured between the end of the financial year to which this financial statements relate and the date of the Report

There are no material changes which are to be affected to the financial position of the company according to the information provided by the Management to the Board between the date of Financial year and the date of its Report.

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

A Special Team with Senior Executives has been formed which has entrusted with the responsibility to assist Chairman and Managing Director in (a) Overseeing and approving the Company''s enterprise wide risk management framework, and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company Manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Management and business of the Company.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Companywide Risk Management, Internal Control and Internal Auditor methodologies and processes.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

The Company has taken various Corporate Social Responsibility (CSR) activities around the Factory site since its inception. The Company has taken appropriate steps to the possible extent to implement CSR activities for the development of areas surrounding the Company in particulars and other areas in general. Since its inception, a well documented CSR Policy has been drafted by a Team of Senior Executives of the Company and the same was approved by the Board in its meeting held on 12.04.2016. For the financial year ending 31.03.2016, the Company has to spend Rs.60.72 Lakhs as against this the Company has spent Rs.60.40 Lakhs. The marginal short fall in CSR expenditure (Rs.32,000/-) will be covered during the financial year 2016-17. The CSR activities implementation will be a continuous process as far as the Company is concerned and the Team of Senior Executives taking all necessary steps for its implementation under the guidance of C.S.R. Committee. A Board sub-committee has been formed by the Board on 26.05.2014 under the name “Corporate Social Responsibility Committee to monitor the implementation of C.S.R. activities. The CSR Committee was reconstituted by the Board in its meeting held on 29.01.16. Sri G. Krishna Murthy is the Chairman and Sri K. Karunakar Rao and Sri Gopal Krishan are the members of the committee.

Details of C.S.R. activities are given as “Annexure - G”. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

- Not applicable - .

Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies and other entities which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and SEBI (LODR) regulations, 2015 for Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in Notes to Accounts. All the related party transactions are entered with prior approval of the Board and Audit Committee. Audit Committee will give Omnibus approval on yearly basis and actual related party transactions are submitted to the Audit Committee and Board on quarterly basis. Details of these transactions are given in Form AOC-2 as an “Annexure-EA” to this report to comply with provisions of Companies Act, 2013. All the Related party transactions were on arms-length basis.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Secretarial Auditor in their Reports

Statutory Auditors of the Company and the Secretarial Auditor, who have conducted statutory audit and Secretarial Audit, have not made any adverse comments on the activities of the Company for the financial year 2015-16.

Company’s Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

The Nomination and Remuneration Committee has been re-constituted by the Board in its meeting held on 29.01.2016 to ensure the appointment of persons having vide exposure in their fields, having independence as defined in the Act to be available for appointment as Director. The Committee always keeps a list of eminent persons having independence available for Company''s requirement depending upon vacancy on the Board. As regards remuneration payable to whole-time Directors including Chairman and Managing Director, the Board will take collective decision within the parameter of various statutes including Companies Act, 2013 and the provisions of SEBI (LODR) Regulations, 2015. The Committee will follow the Company''s policy to discharge its duties whenever necessity arises. It will not be out of place to mention that the set policy being followed since inception of the Company to ensure transparency.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Secretarial Auditor

The Board in its meeting held on 13.06.2016 has appointed M/s. CSB Associates represented by Sri C. Sudhir Babu as Secretarial Auditor for the year 2015-16. Secretarial Audit

Report for the year ending 31.03.2016 has been Annexed to the Directors'' Report as “Annexure - I” to comply with statutory provisions of the Companies Act, 2013 and other applicable provisions of other Acts. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Annual Return in Form MGT-9 format

The details of Annual Return in Form MGT-9 format is enclosed as “Annexure - F”.

Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associate Companies and hence the details are not applicable.

Declaration of Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with the provisions of Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section

(6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

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

The Board considered and discussed the inputs received from the Directors.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non Executive Directors.

Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company has no such cases of sexual harassment at workplace.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the provisions of Regulation 22 of SEBI (LODR) Regulations, 2015 includes an Ethics and Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://www.tgvgroup.com.

Provision of voting rights to Equity and CRP Shareholders

Pursuant to Section-47 of the Companies Act, 2013 voting rights have been provided to Equity Shareholder as well as CRP Shareholder to cast their votes on all the Resolutions placed in the notice.

Acknowledgement

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

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

On behalf of the Board of Directors

Sd/-

Place : Hyderabad CA K. KARUNAKAR RAO

Date : 11^th July, 2016 Executive Director & CEO

---

Mar 31, 2015

Dear Members,

(Equity & CRP Shareholders)

The Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2015.

Operations :

The turnover for the year under review is Rs. 83784 lakhs as compared to Rs. 85095 lakhs in the previous year. The 1.5% marginal decrease is on account of the following changes in respective Divisions performance.

Division / Segment Wise Operations :

The Caustic unit has produced 141336 MTs of Caustic Soda as against 136882 MTs for the previous year representing a marginal increase of 3%. As against net sales of Rs.42635 lakhs for previous year, the current year sales comes to Rs. 42627 lakhs, which is almost all stable.

The Potassium plant has produced 11508 MTs of Potassium Hydroxide as against 12483 MTs for the previous year representing a decrease of 5%. As against net sales of Rs. 9297 lakhs for previous year, the current sales comes to Rs. 8877 lakhs representing decrease of 5% attributed to stressed market.

The Castor Oil Plant has processed 11709 MTs of oil as against 12526 MTs for the previous year representing a decrease of 6%. As against net sales of Rs.12490 lacs for the previous year, the current year sales stood at Rs.11200 lakhs representing decrease of 10 %, which is mainly attributed to adverse market.

The Fatty Acid Plant has processed 18852 MTs for the current year as against 13711 MTs for the previous year representing an increase of 37%. The net sales of this division has increased from Rs. 10245 lakhs to Rs. 11102 lakhs representing an increase of 8 % , which is mainly attributed to favourable market.

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

The Wind Farm at Ramagiri has generated 25.91 lakh/KWH power in the current year as against previous year generated of 29.41 lakh/KWH representing a decrease of 12% when compared to previous year. The power generated is wheeled through State Grid to the Company for captive use. The generation of Power depends upon Wind velocity.

Outlook For The Current Year :

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

FINANCIAL RESULTS YEAR ENDED (Rs.in lakhs)

31.03.2015 31.03.2014

Profit before Finance Costs & depreciation 10724.94 9712.61

Less: Finance Cost 3339.51 3420.65

Profit before Depreciation 7385.43 6291.96

Less: Depreciation 3643.19 3553.30

Profit (Loss) before Exceptional items and Tax 3742.24 2738.66

Less: Exceptional items - 1345.71

Profit/Loss Before Tax 3742.24 1392.95

Tax Expense:

Less: - Current Tax 696.35 186.49

- Deferred Tax 247.52 (231.74)

Profit for the period from continuing operations 2798.37 1438.20

Less : Loss from discounting operations 583.22 961.02

Profit for the period 2215.15 477.18

Add: Balance Carried from Previous year 2864.61 3887.43

Profit available for Appropriation 5079.76 4364.61

Less: Transfer to General Reserve 1500.00 1000.00

Less: Transfer to Capital Redemption reserve - 500.00

Surplus carried to Balance Sheet 3579.76 2864.61

Profit for the Current year at Rs. 2215.15 Lakhs shows an increase of 364% compared to previous year Profit of Rs.477.18 Lakhs. The increase in Profit is on account of better performance and absence of exceptional items.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2014-15.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.5,393 lakhs on Capital Expenditure which is mainly towards Chloromethanes Project and other normal capital expenditure. The funds required for the above is met from Term loans and internal accruals.

Safety and Environment Protection :

Your Company gives utmost importance to safety as well as development of green environment. All out efforts are made to ensure safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous "SAFETY FOR MEN, MACHINE AND MATERIAL". The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects.

Listing Fees :

The Company has paid Listing Fee for the year 2015-16 to Bombay Stock Exchange vide its letter dated 17.04.2015.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding as on 31.3.2015.

Directors and Key Managerial Personnel :

Sri K. Karunakar Rao and Sri N. Jesvanth Reddy are retiring by rotation at the ensuing Annual General Meeting (AGM) being eligible for re-election, they have given their consent. Sri Gopal Krishan was appointed as Additional Director by the Board in its meeting held on 07.11.2014, whose term will expire on the date of this AGM. The Company has received necessary deposits from a Shareholder proposing Sri Gopal Krishan candidature as Director, whose position is subject to retire by rotation. Necessary Resolutions alongwith Explanatory statement is placed in the Notice of AGM for your approval. Besides Sri Gopal Krishan has been appointed as Executive Director (Technical) by the Board in its meeting held on 07.11.2014. Sri. J Nagabhushanam was co-opted as Additional Director by the Board in its meeting hled on 10.07.2015 and whose term will expire on the date of this Annual General Meeting. The Company has received necessary deposit from a shareholder proposing Sri. J Nagabhushanam as INDEPENDENT DIRECTOR for a term of 3 consecutive years. Appropriate resolution is placed in the notice of Annual General Meeting for members approval.

(a) M/s. IDBI Bank Ltd. vide their letter Ref. No. CBG-SSCB.53/ 212/Nom.8, dated 18.10.2014 has appointed Sri Badri Srinivasa Rao as their nominee in place of Sri K. Davidson. M/s. IFCI Limited vide their letter Ref. No. IFCI/NDC/2014- 140718311, dated 18.07.2014 withdrawn the nomination of Ms. Shalini Soni. The Board placed on its records its appreciation for the valuable advises and suggestions provided by Sri K. Davidson and Ms. Shalini Soni during their term on the Board and Audit Committee and authorised the Chairman to convey the message suitably.

As regards to Key Managerial Personnel (KMP), Sri C. Rajesh Khanna has been declared as C.F.O. in place of Sri M.V. Kumara Swamy in the Board meeting held on 26.05.2014. Apart from the above, there is no change in K.M.P.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors' Responsibility Statement :

As required by the provisions of Section 134 of the Companies A c t , 2013, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance – Clause- 49 of Listing Agreement :

A separate report on Corporate Governance (Annexure - C) is incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion and Analysis Report :

Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni were appointed as Statutory Auditors for a term of 3 years upon the recommendation of Audit Committee in its meeting held on 30.07.2014 by the Board in its meeting held on 30.07.2014 subject to the Members' ratification every year to comply with Section 143 of the Companies Act, 2013. Accordingly, a Resolution for ratification by the Members in this AGM and will be effective upto the next AGM.

Cost Audit :

Products manufactured by the Company are coming under Central Govt. order Letter Ref. No. 52/26/CAB-2010 dated 06.11.2012. To comply with statutory provisions, Cost Audit Report has been filed in Form-1 in XBRL format vide SRN: S31416605 dt.27.09.2014 with MCA portal for financial year 2013-14 and similarly would be effected for 2014-15 also, soon.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Clause-49 of Listing Agreement and other statutory provisions. The Audit Committee was reconstituted on 07.11.2014 with the following Members Sri Badri Srinivasa Rao, Sri G. Krishna Murthy and Sri O.D. Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee.

Material changes and commitment if any affecting the Financial position of the Company occured between the end of the financial year to which this financial statements relate and the date of the Report

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

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

A Special Team with Senior Executives has been formed which has been entrusted with the responsibility to assist Chairman and Managing Director in (a) Overseeing and approving the Company's enterprise risk management framework, and (b) Overseeing that all the risks that the organisation faces such as strategic, financial, credit market, liquidity, security, property, I T, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Management and business of the Company.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Company wide Risk Management, Internal Control and Internal Auditor methodologies and processes.

Details of Policy developed and implemented by the Company on its Corporate Social Responsibility initiatives

The Company has taken various Corporate Social Responsibility (CSR) activities around the Factory site since its inception. The Company has taken appropriate steps to the possible extent to implement CSR activities for the development of areas surrounding the Company in particular and other areas in general. Since its inception, a well documented CSR Policy has been drafted by a Team of Senior Executives of the Company and the same was approved by the Board in its meeting held on 26.05.2014. For the financial year ending 31.03.2015, the Company has to spend Rs. 45.89 lakhs as against this the Company has spent Rs. 49.78 lakhs. The CSR activities implementation will be a continuous process as far as the Company is concerned and the Team of Senior Executives taking all necessary steps for its implementation under the guidance of C.S.R. Committee. A Board sub-committee has been formed by the Board on 26.05.2014 under the name "Corporate Social Responsibility Committee to monitor the implementation of C.S.R. activities.

Details of C.S.R. activities are given as Annexure - G.

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

Not applicable.

Particulars of Contracts or Arrangements made with Related Parties

During the course of its business, the Company is dealing with the Group Companies which are Related Parties pursuant to the Section 188 of the Companies Act, 2013, Accounting Standard 18 and Clause 49 of Listing Agreement for Sale, Purchase, Lease Rental Transactions, services availed / provided and monetary values of its transactions are mentioned in notes to Accounts point no. 24-11-1 & 24-11-2 to comply with Accounting Standards 18 and other applicable provisions of the Companies Act, 2013. All the Related party transactions were on arm-length.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their Reports Statutory Auditors of the Company and the Practicing Company Secretary, who have conducted statutory audit and Secretarial Audit, have not made any adverse comments on the activities of the Company for the financial year 2014-15.

Company's Policy relating to Directors appointment, payment of Remuneration and discharge of their duties

The Nomination and Remuneration Committee has been constituted by the Board in its meeting held on 25.09.2014 to ensure the appointment of persons having vide exposure in their fields, having independence as defined in the Act to be available for appointment as Director. (The Committee always keeps a list of eminent persons having independece available for Company's requirement depending upon vacancy on the Board). As regards remuneration payable to whole-time Directors including Chairman and Managing Director, the Board will take collective decision within the parameter of various statutes including Companies Act, 2013 and Listing Agreement. The Committee will follow the Company's policy to discharge its duties whenever necessity arises. It will not be out of place to mention that the set policy being followed since inception of the Company to ensure transparency.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material wekness in the design or operation were observed.

Secretarial Auditor

The Board has appointed Sri N. Rama Swamy, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Auditor Report for the financial year ended March 31, 2015, is annexed herewith marked as Annexure - I to this Report. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Annual Return in Form MGT-9 format:

The details of Annual Return in MGT-9 format is enclosed as Annexure- F.

Subsidiaries, Joint Ventures and Associate Companies

The Company is not having any Subsidiaries, Joint Ventures and Associated company.

Declaration of Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Evaluation

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors' obligation and fiduciary responsibilities, including but not limited, to, active participation at the Board and Committee meetings.

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

The Board considered and discussed the inputs received from the Directors.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors.

Disclosure as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has no such cases of sexual harassment at workplace.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics and Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.tgvgroup.com.

Provision of voting rights to equity and CRP shareholder

Pursuant to section 47 of the companies Act, 2013 voting rights have been provided to equity shareholder as well as CRP shareholder to cast their votes on all the Resolutions placed in the notice.

Acknowledgement :

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

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

On behalf of the Board of Directors

Sd/-

Place : Hyderabad CA K. KARUNAKAR RAO

Date : 17th August, 2015 Executive Director & CEO

---

Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2014. Operations :

The turnover for the year under review is Rs.85095 lakhs as compared to Rs.90941 lakhs in the previous year. The decrease is on account of prolonged disturbances in the State and severe power cuts in the first quarter.

Division / Segment Wise Operations :

The Caustic unit has produced 136882 MTs of Caustic Soda as against 130773 MTs for the previous year. As against net sales of Rs.41465 lakhs for previous year, the current year sales comes to Rs.42635 lakhs representing an increase of 3 %.

The Potassium plant has produced 12483 MTs of Potassium Hydroxide as against 8947 MTs for the previous year. As against net sales of Rs.6540 lakhs for previous year, the current sales comes to Rs.9297 lakhs representing an increase of 42% attributed to better realizations.

The Castor Oil Plant has processed 12526 MTs of oil as against 14864 MTs for the previous year. As against net sales of Rs.13951 lacs for the previous year, the current year sales stood at Rs. 12490 lacs representing a decrease of 10 %.

The Fatty acid plant has processed 13711 MTs for the current year as against 23673 MTs for the previous year. The net sales of this division has decreased from Rs.16559 lakhs to Rs.10245 lakhs representing a decrease of 38 %. There are no commercial operations at Bellary Power Plant due to expiry of Power Purchase Agreement (PPA) by KPTCL. The Company is looking out for other options including its sale or relocation of the Plant. As there is no activity, previous year figures comparison is not possible. The Wind Farm at Ramagiri has generated 29.41 lakh/KWH power in the current year as against previous year generation of 26.01 lakh/KWH representing an increase of 13% when compared to previous year. All the power generated is wheeled through State Grid to the Company for internal use.

Outlook for the Current Year :

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

FINANCIAL RESULTS YEAR ENDED ( Rs.in lakhs)

31.03.2014 31.03.2013 Profit before Finance Costs

& depreciation 9712.61 11909.60

Less: Finance Cost 3420.65 3844.50

Profit before Depreciation 6291.96 8065.10

Less: Depreciation 3553.30 4050.97 Profit (Loss) before Exceptional

items and Tax 2738.66 4014.13

Less: Exceptional items 1345.71 -

Profit/Loss Before Tax 1392.95 4014.13 Tax Expense:

Less: - Current Tax 186.49 803.00

- Deferred Tax (231.74) (561.65)

Profit for the period from continuing

operations 1438.20 3772.78

Less : Loss from discounting operations 961.02 -

Profit for the period 477.18 3772.78 Add: Balance Carried from

Previous year 3887.43 2614.65

Profit available for Appropriation 4364.61 6387.43

Less: Transfer to General Reserve 1000.00 1500.00 Less: Transfer to Capital Redemption

reserve 500.00 1000.00

Surplus carried to Balance Sheet 2864.61 3887.43

Profit for the Current year at Rs. 477.18 Lakhs shows a decrease of 87 % compared to previous year Profit of Rs.3772.78 Lakhs. Reduction in current year profit is due to loss from discontinued operations of Bellary Power Project and exceptional items of Rs.1345.71 lakhs being the recompense amount paid to Banks and Financial Institutions (FIs) and also high fluctuations in raw materials for oils division not commensurate with finished products prices.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2013-14.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.7460 lakhs on Capital Expenditure which is mainly towards Chloromethane Project and other normal expenditure. The funds required for the above is met from Promoters contribution / Term loans and internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters :

Listing of Equity shares issued to Promoters on conversion of First, Second and Third Tranche Warrants.

The Allotment Committee in its meeting held on 05.04.2014 has allotted 39,36,042 Equity Shares of Rs.10/- each at par upon conversion of fully paid Third tranche warrants into Equity in the ratio 1:1 in dematerialized form to Promoters i.e. 10,00,000 Shares to M/s. Sree Rayalaseema Hi-Strength Hypo Ltd. (SRHHL) and 29,36,042 Shares to M/s. TGV Projects & Inv. Pvt. Ltd. On completion of all formalities by the Company BSE vide its letter Ref.No.DCS/ REF/BS/FIP/239/2014-15 dt.10.07.2014 has given In- principle Listing approval for these Equity Shares. NSDL vide its letter dt.21.07.2014 and CDSL vide its letter dt.18.07.2014 has credited these shares in demat form. These shares are subject to lock-in provision of three years. Trading approval in respect of these shares has been issued by BSE vide its letter dated 25.07.2014.

Company''s Exit from CDR :

After fulfillment of required formalities, the company has made application with CDR Cell for company''s exit. CDR Cell vide their letter Ref. No. By.CDR (SSA)/No.1152/2013- 14 dt.18.03.2014 has given its approval for company''s exit. The company has to pay Rs.1345.71 lakhs as recompense amount to Banks Consortium and Financial Institutions.

Safety and Environment Protection :

Your Company accords most importance to safety as well as development of green environment. All out effort is being made to ensure round the clock safety in all activities of the company. The steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working with the motto of continuous "SAFETY FOR 3M''s i.e., MEN, MACHINES AND MATERIALS". The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects. The Company''s policy is safety with green environs is not ones responsibility but the responsibility of every one related to the Company.

Listing Fees :

The Company has paid Listing Fee for the year 2013-14 to Bombay Stock Exchange vide its letter dtd.17.04.2014.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2014.

Directors :

Sri G. Krishna Murthy and Sri P.N. Vedanarayanan are retiring by rotation at the ensuing Annual General Meeting (AGM). The Company has received necessary deposits from shareholders proposing their candidature as Independent Director for election in the AGM. Necessary resolutions along with explanatory statement placed in the notice of AGM for your approval. The Company has also received necessary deposit from a shareholder of the company proposing the candidature of Sri O.D. Reddy (existing Director) as an Independent Director. Necessary resolution along with explanatory statement placed in the notice of AGM for your approval. M/s.IFCI Limited vide their letter Ref.No. IFCI/NDC-1/2013-131107033 dtd.06.11.2013 has appointed Mrs. S. Usha as their nominee in place of Smt. Venus Bhanot. The Board in its meeting held on 11.11.2013 has Co-opted the nominee Director on the Board of the Company. The Board place on record its appreciation for the valuable advises and suggestions provided by Smt. Venus Bhanot during her term on the Board and audit committee and authorized the Chairman to convey the message.

Again M/s.IFCI Ltd., intimated vide its letters Ref. No. IFCI/ NDC/2014-140606066, dt. 05.06.14 and Ref.No.IFCI/NDC/ 2014-140718311, dt.18.07.14, that Smt. Shalini Soni, Deputy General Manager, Hyderabad Branch of IFCI has been nominated in place of Smt S. Usha. The Board of Directors in their meeting held on 30.07.2014 has co-opted Ms. Shalini Soni in place of Smt S. Usha . The Board has placed on record its appreciation for her active participation and advises during deliberations of Board and audit committee meetings during her tenure and authorized Sri T.G.Venkatesh, CMD to convey the message. Sri T.G. Venkatesh has been appointed as Chairman and Managing Director (CMD) of the Company by the Board in its meeting held on 26.05.2014. A member of the company has deposited requisite amount at the Regd.Office proposing his candidature to be appointed as Director (whose position is subject to retire by rotation). Necessary resolution is placed in the notice of AGM to carry out the election for your approval.

Industrial Relations :

Your Company''s Industrial Relations continue to be harmonious and cordial.

Particulars of Employees :

The information as required under Sec. 217 (2A) of the Companies Act, 1956 and the rules framed thereunder was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed thereunder.

Energy Conservation Technology Absorption and Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors'' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors'' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause-49 to the Listing Agreement with the Stock Exchanges, are complied with.

Corporate Governance - Clause- 49 of Listing Agreement :

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure-D) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion and Analysis Report : Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors'' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s. Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2014-15. The company has received the consent from M/s.Brahmayya & Co., to act as Auditors of the Company provided their reappointment is approved by shareholders in the Annual General Meeting (AGM).

Cost Audit :

Products manufactured by the Company are coming under Central Govt. order Letter Ref. Nos. (1) 52/26/CAB-2010 dtd.24.01.2012 for Caustic Soda [Chemicals] (2) 52/26/ CAB-2010 dtd.02.05.2011 for Electricity Generation (3) 52/ 26/CAB-2010 dtd.24.01.2012 (4) 52/26/CAB-2010 dtd. 06.11.2012 for other Products not covered by the above order. As per this order Compliance Report (Form-A) has been filed in XBRL format with MCA portal vide SRN : S28038636 dt.25.11.2013, with respect to the products covered by above two orders reference nos. 1 & 2. Cost Audit Report (Form-I) has been filed in XBRL format vide SRN: S22596605 dt.27.09.2013 with MCA portal for financial year 2012-13.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Clause-49 of Listing Agreement and other statutory provisions. The Audit Committee was reconstituted on 11.11.2013 with the following members Smt. S. Usha, Sri K. Davidson, Sri G. Krishna Murthy and Sri O.D. Reddy as members with Sri P.N. Vedanarayanan as Chairman of the Audit Committee. Again the Audit Committee was reconstituted on 30.07.2014 by the Board with following members: Ms. Shalini Soni, Sri K. Davidson, Sri G. Krishna Murthy, Sri O.D. Reddy as members and Sri P.N. Vedanarayanan as Chairman of the Committee to give effect to the change in Nominee Director of IFCI Ltd.

Acknowledgement :

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

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

On behalf of the Board of Directors

Sd/- Place : Hyderabad K. KARUNAKAR RAO Date : 30th July, 2014 Executive Director & CEO

---

Mar 31, 2013

Dear Members,

The Directors'' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31s'' Maroh, 2013.

Operations:

The turnover for the year under review is Rs.90941 lakhs as compared to Rs.85232 lakhs in the previous year. The increase in turnover is attributed to better performance of Caustic Soda, Caustic Potash divisions.

Division / Segment Wise Operations :

The Caustic unit has produced 130773 MTs of Caustic Soda as against 123534 M.T for the previous year. As against net sales of Rs.32849 lacs for previous year, the current year sales comes to Rs.41465 lacs representing an increase of 26%.

The Potassium plant has produced 8947 MTs of Potassium Hydroxide as against 9537 MTs for the previous year. As against net sales of Rs.5456 lacs for previous year, the current sales comes to''*Rs.6540 lacs representing an increase of 20 % attributed to better realisations.

The Castor oil plant yielded 14864 MTs of oil processing as against 14355 MTs for the previous year. As against net sales of Rs. 16036 lacs for the previous year, the current year sales stood at Rs. 13951 lacs representing a decrease of 13%.

The Fatty acid plant has processed 23673 MTs for the current year as against 26059 MTs for the previous year. The net sales of this division has decreased from Rs.18282 lacs to Rs.16559 lacs representing a decrease of 9%.

The Power plant at Bellary has billed 585 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1578 lacs KWH for the previous year.

As against sales to KPTCL (including deemed generation billing) of Rs.4577 lacs for the previous year, the current year sales comes to Rs.1646 lacs. The decrease is due to expiry of PPA with KPTCL on 31.08.2012 an hence no generation of power since then in the plant. In view of this previous year figures are not comparable.

Outlook For The Current Year : Segment-wise discussion is furnished in Management Discussion and Analysis annexed to this report in "ANNEXURE - E".

FINANCIAL RESULTS :

YEAR ENDED

Particulars 31.03.2013 31.032012 (Rs.in lakhs) (Rs.in Lakhs)

Profit before Finance Costs & nggg 11909.60 9943-71 depreciation

Less: Finance Cost 3844 50 3517.97

Profit before Depreciation 8065 6425.74

Less: Depreciation 4050 3662.55

Profit (Loss) before Exceptional 401413 2763.19 items and Tax

Less: Exceptional items

Profit/Loss Before Tax 4014.13 2763.19

Tax Expense:

Less: - Current Tax 593.10 576.81

- Deferred Tax (561 65) 797.92

Profit for the period from continuing 377278 1388.46 operations

Less : Profit from discounting operations

Profit for the period 3772 78

Add: Balance Carried from 2614 65 2726.19 Previous year

Profit available for Appropriation 6387 43 4114.65

Less: Transfer to 1500 00 500.00

General Reserve

Less: Transfer to Debenture 500.00

Redemption reserve

Less: Transfer to Capital 1000.00 500.00

Redemption reserve

Surplus carried to Balance Sheet 3887 43 2614.65

Profit for the Current year at Rs.3772.78 Lakhs shows an increase of 171% compared to previous year Profit of Rs. 1388.46 Lakhs. Improved and better performance in Caustic Soda division is the main reason for increased performance. The results would have been much more impressive but for the decreased performance of other divisions.

Dividend :

In view of the need for strengthening the financial base of the company and the necessity of funds for the ongoing projects, your Directors have decided not to declare any dividend for the year 2012-13.

Capital Expenditure :

During the year the Company has incurred an amount of Rs.5332 lakhs on Capital Expenditure which is mainly towards Chtoromethanes Project and other normal expenditure. The funds required for the above is met from Promoters contribution / Term loans and internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters :

Listing of Equity shares issued to Promoters on conversion of First and Second Tranche Warrants.

35,52,278 Equity shares were issued at par on conversion of 35,52,278 warrants (allotted on preferential basis) in the ratio 1:1 to M/s.Sree Rayalaseeme Hi-Strength Hypo Limited (one of the promoter). The company has submitted listing application and on completion of required formalities, BSE has given trading approval on 18.03.2013 subject to the condition that these shares are under Lock-in for 3 years from the date of allotment i.e., up to 10.12.2015. Further 37,39,240 Equity shares were issued to M/s.Sree Rayalaseema Hi-Strength Hypo Limited by the Board Allotment Committee in its meeting held on 27.04.2013 on conversion of 37.39,240 Second tranche warrants (Allotted on Preferential basis) in the ratio 1.1. The company is in the process of obtaining trading approval with respect to these shares, which will be under Lock-in for 3 years from the date of allotment.

Bellary Power Plant:

The Power Purchase agreement entered with KPTCL has been expired on 31.08.2012 and the same was not renewed by KPTCL. The company is exploring other alternatives to make use of the Assets of Bellary Power Plant.

Safety and Environment Protection :

Your management is giving utmost importance to safety as well as development of green environs in the vicinity of Factory. All out effort is being made to ensure round the clock safety in all activities of the company by entrusting the safety of company in the hands of two experienced General Managers of proven track record and the steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been entrusted with the responsibility of ensuring safety with a team of officials working round the clock with the motto of continuous "SAFETY FOR 3M''s i.e., MEN, MACHINE AND MATERIAL" apart from clean and green programmes undertaken both inside and outside the Factory. The Company is conducting mock drills and proper training to staff at regular intervals in the safety aspects.

Listing Fees:

The Company has paid Listing Fee for the year 2013-14 to Bombay Stock Exchange vide its letter dated 26.04.2013.

Insurance:

Assets of the Company are adequately insured. Fixed Deposits:

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2013.

Directors:

Sri K. Karunakar Rao and Sri N. Jesvanth Reddy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment off ers themselves to be reelected as Directors.

Industrial Relations:

Your Company''s Industrial Relations continue to be harmonious and cordial.

Particulars of Employees:

The information as required under Sec. 217 (2A) of the

Companies Act, 1956 and the rules framed thereunder was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed thereunder. . .

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo : Particulars required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1986 are annexed hereto as Annexure - A to this report.

Directors'' Responsibility Statement: As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors'' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 of the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause-49 of the Listing Agreement with the Stock Exchanges, are complied with.

Corporate Governance - Clause-49 of Listing Agreement:

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The "Annexure C and D" are attached to this report.

Management Discussion and Analysis Report : Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors'' Report.

Auditors :

M/s. Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s. Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2013-14.

Cost Audit:

Products manufactured by the Company are coming under Central Govt, order Letter Ref. Nos. (1) 52/26/ CAB/2010 dt.24/01/2012forCaustic Soda (Chemicals) (2) 52/26/CAB-2010 dt.02.05.2011 for Electricity Generation (3) 52/26/CAB-2010 dt.24.01.2012 for other Products not covered by the above order. As per this order Compliance Report (Form-A) has been filed in XBRL format with MCA portal vide SRN S20597654 dt.20.03.2013, with respect to the products covered by above two orders reference nos. 1 & 2. Cost Audit Report (Form-I) has been filed in XBRL format vide SRN S21037429 dt.11.05.2013 with MCA portal for Financial Year 2011 -12.

Audit Committee:

An Audit Committee continues to function to comply with provisions of Sec 292(A) of the Companies Act, 1956 and also Clause-49 of Listing Agreement. The Audit Committee was reconstituted on 07.05,2012 with the following members Smt.Venus Bhanot, Sri P.Sitaram, Sri P.N. Vedanarayanan and Sri O.D. Reddy as members with Sri M.P. Murti as Chairman of the Audit Committee.

Acknowledgement:

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

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

On behalf of the Board of Directors

Sd/-

Place Kurnool K KARUNAKAR RAO

Date : 15th May, 2013 Executive Director & CEC

---

Mar 31, 2012

The Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the- Company for the year ended 31st March, 2012.

Operations :

The turnover for the year under review is Rs.85232 lakhs as compared to Rs.76212 lakhs in the previous year. The increase in turnover is attributed to better performance of Caustic, Castor Oil, Fatty Acid divisions.

Division / Segment Wise Operations :

The Caustic unit has produced 123534 MT of Caustic Soda as against 111516 M.T for the previous year. As against net sales of Rs.24924 lacs for previous year, the current year sales comes to Rs. 32849 lacs representing an increase of 32 %.

The Potassium plant has produced 9537 MT of Potassium Hydroxide as against 12111 MT for the previous year. As against net sales of Rs.6189 lacs for previous year, the current sales comes to Rs. 5456 lacs representing marginal decrease of 12 °/o.

The Castor oil plant yielded 14355 MT of oil processing as against 13190 MT for the previous year. As against net sales of Rs.12303 lacs for the previous year, the current year sales stood at Rs. 16036 lacs representing an increase of 30 %.

The Fatty acid plant has processed 26059 MT for the current 'year as against 25277 MT for the previous year. The net sales of this division has increased from Rs. 15973 lacs to Rs. 18282 lacs representing an increase of 14 %.

The Power plant at Bellary has billed 1578 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1821 lacs KWH for the previous year..

As against sales to KPTCL (including deemed generation billing ) of Rs. 10375 lacs for the previous year, the current year sales comes to Rs. 4577 lacs showing decrease of 66%: This is due to less power demanded by KPTCL the only customer depending on their requirement.

Outlook For The Current Year :

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

FINANCIAL RESULTS :

YEAR ENDED

31.03.2012 31.03.2011 (Rs.In Mths) (Rs.in lakhs)

Profit before Final ice Costs & Depreciation 9943-71 9705.66

Less: Finance Cost 3617.97 3538.87

Profit before Depreciation 6425.74 6166.79

Less: Depreciation 3662.66 3448.56

Profit (Loss) before Exceptional

Items and Tax 2763.19 2718.23

Less: Exceptional items -

Profit/Loss Before 2763.19 2718.23

Tax Expense:

Less:-Current Tax 676.61 597.08

- Deferred Tax 797.92 756.22

Profit for the period from

continuing operations 1366.46 1364.93 Less: Profit from discounting

operations - -

Profit for the period 1366.46 1364.93

Add: Balance Carried from

Previous year 2726.19 2861.26

Profit available for Appropriation 4114.66 4226.19

Le ;s: Transfer to General Reserve 600,00 500.00 Less: Transfer to Debenture

Redemption reserve 600.00 1000.00 Less: Transfer to Capital

Redemption reserve 600.00 -

Surplus carried to Balance Sheet 2614.66 2726.19

Profit for the Current year at Rs. 1388.46 Lakhs shows a marginal increase of 2 % compared to previous year Profit of Rs. 1364.93 Lakhs. Stiff market and recessionary conditions are the main reasons for over all decrease in performance.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2011-12.

Capital Expenditure :

During the year the Company has incurred an amount of Rs. 6655 lacs on Capital Expenditure which is mainly towards Electroiyser, Boiler, Turbine, Chloromethanes Project and other normal expenditure. The funds required for the above is met from Promoters / Term loans and other internal accruals.

Preferential allotment of Convertible Share Warrants to Promoters :

Appropriate special resolution has been placed in notice of Annual General Meeting (AGM) seeking Shareholders approval for allotment of 1,12,27,560 (SR Hypo 82,91,518 and TGVPI PL 29,36,042) No. of convertible Share Warrants at a price that is calculated pursuant to SEBI (ICDR) regulations, 2009. These share warrants will be converted into Equity Shares in the ratio 1:1 before the validity period of warrants subject to the condition that the warrants are fully paid-up and Promoters (Allottees) have exercised their option for conversion into Equity pursuant to SEBI (ICDR) Regulations, 2009. These Share Warrants will be alloted upon conversion of Un-secured loans bought by Promoters (Allottees) into the Company towards part fulfillment of their commitment to the Chloromethanes Project to fulfil Term loan Banks condition (Indian Bank, United Bank of India and The South Indian Bank Ltd., while sanctioning Term Loans). The price calculated as per SEBI (ICDR) Regulations, 2009 is at Rs. 10/- per Equity Share. After conversion of share warrants into Equity the same will be listed on Bombay Stock Exchange upon fulfillment of required formalities. .

Safety And Environment Protection :

Right from incorporation your management is giving utmost importance to safety as well as green environment. Every effort is being made to ensure safety in all activities of the company by entrusting the safety of company in the hands of two experienced General Managers of proven track record and the steps taken by the management to develop green environs around the factory has given desired results. A separate cell has been created and entrusted with the responsibility of ensuring safety with a team of officials working round the clock with the motto of continues "SAFETY FOR MEN, MACHINE AND MATERIAL". Apart from clean and green programmes undertaken both inside and outside the Factory, the Company is in the process of developing Green belt in the surrounding areas.

Listing Fees :

The Company has paid Listing Fee to Bombay Stock Exchange vide its letter dtd.19.04.2012.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2012.

Directors :

Sri M.P.Murti and Sri O.D.Reddy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment offers themselves to be reelected as Directors. M/s.IFCI Ltd., vide their letter Ref.No.IFCI/NDC- 1/2012-120501026 dt.30.04.2012 has appointed Smt. Venus Bhanot as their nominee in place of Sri S.K.Ganguli. The Board in its meeting held on 07.05.12 has inducted the nominee Director on the Board of the Company. The Board place on record its appreciation for the valuable advises and suggestions provided by Sri S.K.Ganguli during his term on the Board and authorized the Chairman to convey the message.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Particulars of Employees :

The information as required under Sec.217 (2A) of the Companies Act, 1956 and the rules framed there under

was not annexed as none of the employees were in receipt of the remuneration above the limits prescribed there under.

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this re[ art.

Directors' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause-49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory'provisions of Corporate Governance in terms of Clause-49 to the Listing Agreements with the Stock Exchanges, are complied with.

Corporate Governance - Clause 49 of Listing Agreement:

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - -0) regarding compliance of the conditions of Corporate Governance. The" Annexure C and D" are attached to this report.

Management Discussion anc. Analysis Report:

Further to comply with Clause-49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

M/s.Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s.Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2012-13.

Cost Audit:

As per the Central Government Order No. 52/ '5/CAB/ 91 (CLB) dated 23/02/93, Cost Audit has to be done on a regular basis by a qualified Cost Accountant from 1992-93 onwards and the same is to be submitted to Central Govt, every year. The Company has complied with all the provisions of the said order regularly. For the year 2010-11 Cost Audit Report issued by M/s.Geeyes & Co., Chennai represented by Mr.S.Srinivasan (M 1951) was filed vide SRN No.B21335039 Dt.26.09.2011 with Central Govt, as against the due date of 30.09.2011.

Audit Committee :

An Audit Committee continues o function to comply with provisions of Sec 292(A) of the Companies Act, 1956 and also Clause-49 of Listing Agreement. The Audit Committee was reconstituted on 07.05.2012 with the following members Smt.Venus Bhar.ot, Sri P.Sitaram, Sri P.N.Vedanarayanan and Sri O.D. Reddy as members with Sri M.P.Murti as Chairman of the Audit Committee to give effect to the change in IFCI Nominee Director.

Acknowledgement :

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

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

On behalf of the Board of Directors

Sd/-

Place : Kurnool K. KARUNAKAR RAO

Date : 29.08.2012 Executive Director & CEO

---

Mar 31, 2011

Dear Members,

The Directors' have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31sst March, 2011.

Operations :

The turnover for the year under review was Rs. 76212 lakhs as compared to Rs. 63008 lakhs in the previous year. The increase in overall turnover is attributed to better performance of Caustic, Castor Oil, Fatty Acid divisions.

Division / Segment Wise Operations :

The Caustic plant has produced 111516 MT of Caustic Soda as against 99452 MT for the previous year. As against net sales of Rs. 21175 lacs for previous year, the current year sales comes to Rs. 24924 lacs representing an increase of 18 %.

The Potassium plant has produced 12111 MT of Potassium Hydroxide as against 9041 MT for the previous year. As against net sales of Rs. 6178 lacs for previous year, the current sales comes to Rs. 6189 lacs representing marginal increase of 0.17 %.

The Castor oil plant yielded 13190 MT of oil processing as against 10231 MT for the previous year. As against net sales' of Rs: 6773 lacs for the previous year, the current year sales stood at Rs. 12303 lacs representing an increase of 82 %.

The Fatty acid plant has processed 25277 MT for the current year as against 23275 MT for the previous year. The net sales of this division has increased from Rs. 11929 lacs to Rs. 15973 lacs representing an increase of 34 %.

The Power plant at Bellary has billed 1821 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1828 lacs KWH for the previous year.

As against sales to KPTCL (including deemed generation billing) of Rs. 12386 lacs for the previous year, the current year sales comes to Rs. 10375 lacs showing decrease of 16%.

OUTLOOK FOR THE CURRENT YEAR :

Segmentwise discussion is furnished in Management Discussion and Analysis annexed to this report in page No. 16 as "Annexure - E".

FINANCIAL RESULTS -.

YEAR ENDED

31.03.2011 31.03.2010 (Rs.in lakhs) (Rs.in lakhs)

Sales-Gross 76211.86 63008.29

Other Income 993.97 3389.67

Profit on sale of Fixed Assets/

Investments - 1.78

Increase (Decrease) in Stocks 338.61 188.64

Total Income 77544.44 66588.38

Profit before Interest & 9547.81 9674.03 Depreciation

Less: Interest 3340.89 3418.85

Profit before Depreciation 6206.92 6255.18

Less: Depreciation 3448.56 3272.28

Profit (Loss) before Extraordinary

items and Taxation 2758.36 2982.90

Less: Expenses/Income relating to

Earlier Years (Net) 40.13 21.51

Profit/Loss Before Taxation 2718.23 2961.39

Less: Provision for Taxation (MAT)

- for Current Year 542.00 504.00

-for Earlier Year 55.08 17.29

- for Deferred Tax Liability 756.22 1039.17

Profit/Loss After Taxation 1364.93 1400.93

Add: Balance Carried from

Previous year 2861.26 2460.33

Profit available for Appropriation 4226.19 3861.26

Less: Transfer to General Reserve 500.00 500.00

Less: Transfer to Debenture

Redemption reserve 1000.00 500.00

Surplus carried to Balance Sheet 2726.19 2861.26

Profit for the Current year at Rs. 1364.93 Lakhs shows a marginal decrease of 2.5 % compared to previous year Profit of Rs. 1400.93 Lakhs. Stiff market and recessionary conditions are the main reasons for over all decrease in performance.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2010-11.

Capital Expenditure :

During the year the Company has incurred an amount of Rs. 8287 lacs on Capital Expenditure which is mainly towards Electrolysers, Boiler, Turbine, Chloromethanes Project and other normal expenditure. The funds required for the above is met from Promoters / Term loan and other internal accruals.

Safety And Environment Protection :

Your management firmly believes the objective of company's growth by giving due importance to Safety and pollution free Environment as a matter of corporate responsibility which will pay dividends in the long run. Every effort is being made to ensure safety in all activities of the company by entrusting the safety of company in the hands of two experienced General Managers of proven track record and the steps taken by the management to develop green environs around the factory has given desired results. Towards achieving the Company's motto of continuous SAFETY FOR MEN, MACHINE AND MATERIALS the Company has implemented QUESH (Quality, Environment, Safety and Health Policy) policy. Apart from clean and green programmes undertaken both inside and outside the Factory, the Company is in the process of developing Green belt area to protect environment.

Listing Fees :

The Company has paid Listing Fee to Bombay Stock Exchange vide its letter dtd. 19.04.2011.

Insurance :

Assets of the Company are adequately insured.

Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2011.

Directors :

Sri P.N.Vedanarayanan and Sri G.Krishna Murthy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment offers themselves to be reelected as Directors. Sri T.G.Venkatesh has resigned as Chairman as well as Managing Director of the Company from 01-12-2010. The Board has taken on record its appreciation for the remarkable contribution made by Sri T.G.Venkatesh during his tenure on the Board and Company.

Industrial Relations :

Your Company's Industrial Relations continue to be harmonious and cordial.

Particulars Of Employees :

Except Sri T.G.Venkatesh, CMD (From 20.09.10 to 30.11.10), there were no employee of the Company drawing monthly remuneration of Rs.5,00,000/- or more. Particulars of employees as required under section 217(2A) of the ¦ Companies Act, 1956 are given as "Annexure AE ".

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required, to be disclosed under Section 217(2)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as Annexure - A to this report.

Directors' Responsibility Statement :

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors' Responsibility Statement is attached as Annexure - B.

Corporate Governance :

Pursuant to clause 49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 to the Listing Agreements with the Stock Exchanges, are complied with.

Corporate Governance - Clause 49 of Listing Agreement:

A separate report on Corporate Governance (Annexure - C) is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company (Annexure - D) regarding compliance of the conditions of Corporate Governance. The "Annexure C and D" are attached to this report.

Changes in CEO and CFO declaration :

Sri K.Karunakar Rao, Executive Director has been redesignated as Executive Director & CEO (Chief Executive Director) by the Board in its meeting dt.08.01.11 and Sri M.V.Kumara Swamy has been appointed as CFO (Chief Financial Officer) on the recommendation of Audit Committee by the Board in its meeting dt.08.01.11 to ensure continuous compliance of Clause-49 of Listing Agreement.

Further to comply with Clause 49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors' Report.

Auditors :

IWs.Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s.Brahmayya & Co., are- being proposed for reappointment as Auditors to hold office for the current year 2011-12.

Cost Audit:

M/s. Geeyes & Co, A-3, III floor, 56, 7th Avenue, Ashok Nagar, Chennai - 600 083 has been reappointed as cost auditor of the company for the year 2010-11 by the Board in its meeting held on 28.01.10 upon the recommendation of Audit Committee to comply specific order of the Central Govt. (Cost Audit branch of Ministry of Corporate Affairs), with respect to Caustic Soda / Caustic Potash. As against the due date of 30.09.10 the Cost Audit Report has been filed on 24-09-2010 vide SRN No. A94680550 with MCA portal by the Cost Auditor / Company. The Company has complied with all the provisions of the said order regularly.

Audit Committee :

An Audit Committee continues to function to comply with provisions of Sec 292(A) of the Companies Act, 1956 and also Clause 49 of Listing Agreement. The Audit Committee comprises of Sri S.K.Ganguli, Sri P.Sitaram and Sri P.N.Vedanarayanan as members with Sri M.P.Murti as Chairman of the Audit Committee.

Acknowledgement :

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

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

On behalf of the Board of Directors

Sd/- K.KARUNAKAR RAO Executive Director & CEO

Place : Hyderabad Date : 02.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and the Audited statements of Accounts of the Company for the year ended 31st March, 2010.

Operations :

The turnover for the year under review was Rs. 63008 lakhs as compared to Rs. 75196 lakhs in the previous year. The unprecedented floods which occurred during the year impacted the operations resulting in production losses. Price realizations were also lower reflecting the general economic conditions.

Division / Segment Wise Operations :

The Caustic unit has produced 99452 MT of Caustic Soda as against 110223 M.T. for the previous year. As against net sales of Rs. 25848 lacs for previous year, the. current year sales comes to Rs. 21175 lacs representing a decrease of 18 %.

The Potassium plant has produced 9041 MT of Potassium Hydroxide as against 15023 MT for the previous year. As against net sales of Rs. 12607 lacs for previous year, the current sales comes to Rs. 6178 lacs representing a decrease of 51 %.

The Castor oil plant yielded 10231 MT of oil processing as against 8036 MT for the previous year. As against net sales of Rs. 6090 lacs for the previous year, the current year sales stood at Rs. 6773 lacs representing an increase of 11 %.

The Fatty acid plant has processed 23275 MT for the current year as against 21935 MT for the previous year. The net sales of this division has decreased from Rs. 12451 lacs to Rs. 11929 lacs representing a decrease of 4 %.

The Power plant at Bellary has billed 1828 lakhs KWH of electricity (including deemed generation) to Karnakata Power Transmission Corporation Limited (KPTCL) during the current year as against 1813 lacs KWH for the previous year.

As against sales to KPTCL (including deemed generation billing) of Rs. 11016 lacs for the previous year, the current year sales comes to Rs. 12386 lacs showing an increase of 12%.

Outlook For The Current Year :

Segmentwise discussion is furnished in Management Discussion and Analysis annexed to this report in Page No. 19 as "ANNEXURE - E".

Financial Results : YEAR ENDED

31,03.2010 31.03.2009 (Rs.ln lakhs) (Rs.in lakhs)

Sales-Gross 63008.29 75195.63

Other Income 3389.67 1170.22

Profit on sale of Fixed

Assets/Investments 1,78 -

Increase (Decrease)in Stocks 188.64 224.67

Total Income . 66588.38 76590.52

Profit before interest &

Depreciation 9674.03 11908.61

Less: Interest 3418.85 3414.59

Profit before Depreciation 6255.18 8494.02

Less: Depreciation 3272.28 3257.28 Profrt(Loss) before Extraordinary

items andTaxation 2982.90 5236.74

Expenses/Income relating to Earlier Years (Net) 21.51 43.70

Profit/Loss Before Taxation 2961.39 5193.04 Less: ProvisionforTaxation (MAT)

-for Current Year 504.00 589.00

-for Earlier Year 17.29 0.15

- for Fringe benefit Tax - 25.00

-for Deferred Tax Liability 1039.17 1848.32

Profit/Loss After Taxation 1400.93 2730.57 Add: Balance Carried from

Previous year 2460.33 1229.76

Profit available for Appropriation 3861.26 3960.33

Less: Transfer to General Reserve 500.00 1000.00

Less: TransfertoDebenture 500.00 500.00 Redemption reserve.

Surplus carried to Balance Sheet 2861.26 2460.33

Profit for the Current year at Rs. 1400.93 Lakhs shows a decrease of 49 % compared to previous year Profit of Rs. 2730.57 Lakhs. Stiff market and recessionary conditions, increase in imports are the main reasons for over all decrease in performance.

Floods :

Members are aware that flood havoc in October, 2009 in Kumool and Mahabubnagar Districts of Andhra Pradesh from river Tungabhadra and at Bellary District of Kamataka. The intensity of floods was such that this extent of flood was not witnessed during the past 400 years. The flood waters have entered into the factory and made havoc due to which part of inventories, machinery etc., were suffered/damaged. The operations of the factory have come to a stand still for about 45 days. Considering the losses, the company has preferred . claims with Insurance Company and Accounted for Rs. 3239.25 lakhs and same is under active consideration by the Insurer.

Dividend :

In view of the need for strengthening the financial base of the company, your Directors have decided not to declare any dividend for the year 2009-10. Capital Expenditure :

During the year the Company has incurred an • amount of Rs. 3958 lacs on Capital Expenditure which is mainly towards Flaker, Boiler, Turbine and other normal expenditure. The funds required for the expenditure are met from internal accruals. Safety And Environment Protection : Your management firmly believes the objective of companys growth by giving due importance to Safety and congenial Environment as a matter of corporate responsibility which will pay dividends in the long run. Every effort is being made to ensure safety in all activities of the company and the steps taken by the management to develop green environs around the factory have given desired results. A separate cell has been created and entrusted with the responsibility of ensuring safety with a team of officials working round the clock with the motto of "ANY TIME SAFETY TIME". Apart from clean and green programmes undertaken both inside and outside the Factory, the Company is in the process of developing Green belt area to protect environment.

Listing Fees :

The Company has paid Listing Fee to Bombay Stock Exchange vide its letter dtd.19.04.2010. Insurance :

Assets of the Company are adequately insured. Fixed Deposits :

The Company has not accepted any fixed deposits during the year and there are no fixed deposits outstanding at as on 31.3.2010.

Directors :

Sri M.P.Murti and Sri O.D.Reddy are retiring by rotation at the ensuing Annual General Meeting and they being eligible for reappointment offers themselves to be reelected as Directors. M/s.lDBI Bank has appointed Sri P.Sitaram as its Nominee on the Board in place of Sri D.S.Prasad vide its letter Ref.No.SS-ICG.53/678/Nom.8 dated 26.03.2009 to be effective from 09.04.09. The Board in its meeting held on 02.05.09 has taken note of the same. The Board further taken on record with appreciation the valuable advises given by Sri D.S.Prasad during his tenure on the Board.

Industrial Relations :

Your Companys Industrial Relations continue to be harmonious and cordial. Particulars Of Employees :

Except Sri T.G.Venkatesh, CMD, there were no employee of the Company drawing monthly remuneration of Rs.2,00,000/- or more. Particulars of employees as required under section 217(2A) of the Companies Act, 1956 are given as "Annexure -AE ".

Energy Conservation Technology Absorption And Foreign Exchange Earnings And Outgo :

Particulars required to be disclosed under Section 217(2)(e)of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed hereto as "Annexure - A" to this report. Directors Responsibility Statement : As required by the provisions of Section 217(2AA) of the Companies Act, 1956, Directors Responsibility Statement is attached as "Annexure - 6". Corporate Governance : Pursuant to clause 49 to the Listing Agreement, the mandatory requirements relating to Corporate Governance were to be complied with by your Company. Accordingly your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Clause 49 to the Listing Agreements with the Stock Exchanges, are complied with by the company.

Corporate Governance - Clause 49 of Listing Agreement :

A separate report on Corporate Governance ("Annexure - C") is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company ("Annexure - D") regarding compliance of the conditions of Corporate Governance as "Annexure C and D" are attached to this report. Further to comply with Clause 49 of listing agreement "Management Discussion and Analysis" has been given as "Annexure - E" to the Directors Report.

Auditors :

M/s.Brahmayya & Co., Chartered Accountants, Adoni, will retire at the conclusion of this Annual General Meeting and are eligible for reappointment. M/s.Brahmayya & Co., are being proposed for reappointment as Auditors to hold office for the current year 2010-11.

Cost Audit :

The Cost Audit under Section 233 B is being carried out by M/s. GEEYES & CO., Cost Auditor of the Company. As per the Central Government Order 52/75YCCAB/91(CLB) dated 23/02/93, Cost Audit has to be done oh a regular basis by a qualified Cost Accountant from 1992-93 onwards and the same is submitted to Central Govt, every year. The Company has complied with all the provisions of the said order regularly.

Audit Committee :

An Audit Committee continues to function to comply with provisions of Sec 292(A) of the Companies

Act, 1956 and also Clause 49 of Listing Agreement. The Audit Committee comprises of Sri S.K.Ganguli, Sri P.Sitaram and Sri P.N.Vedanarayanan as members with Sri M.P.Murti as Chairman of the Audit Committee. Audit Committee was reconstituted on 02.05.09 to give effect to the change in IDBI Nominee Director.

Acknowledgement :

Your Directors wish to express their sincere thanks to Financial Institutions, Bankers, Distributors and Customers for their continued support to the Company. The Directors also acknowledge with gratitude the continued help and support received from the various departments of the Government of India and the Government of Andhra Pradesh and Government of Karnataka. The Directors place on record their appreciation of the sincerity, commitment and contribution made by the Employees at all levels and this was mainly responsible to carry on the business of the Company during the year.

On behalf of the Board of Directors Sd/- Place : Kurnool T.G.VENKATESH Date : 11.05.2010 CHAIRMAN AND MANAGING DIRECTOR