Directors Report of Sree Rayalaseema Hi-Strength Hypo Ltd.

Mar 31, 2025

Your Directors'' have pleasure in presenting 20^th Annual Report on the business and
operations of the Company along with the audited financial statements (Standalone
and consolidated) for the financial year ended March 31, 2025.

Financial Highlights: (Rs. in lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Profit before interest, Depreciation and Tax	13,203.25	12,328.67	12,844.81	12,186.30
Less: Interest	197.87	397.75	197.89	398.47
Depreciation	569.56	1,057.89	731.71	1,060.12
Profit before Tax	12,435.82	10,873.03	11,915.21	10,727.71
Provision for Taxation & Deferred Income Tax	3,168.31	2,830.67	3,168.31	2,830.67
Profit after Tax	9,267.51	8,042.36	8,746.90	7,897.04
Add: Balance brought forward from previous year	61,455.15	54,043.51	61,310.50	54,034.98
Less: Other adjustments	514.94	630.72	514.94	630.72
Balance carried forward to next year	70,207.70	61,455.15	69,802.76	61,310.50

Performance:

During the year under review, the Company achieved turnover of Rs. 637.82

Crores against previous year turnover of Rs. 866.01 Crores. The profit before tax

stood at Rs. 124.36 Crores as against Rs. 108.73 crores for the previous year.

Division / Segment Wise Operations

(a) The Net sales of Calcium Hypo Chloride during financial year 2024-25 is
Rs.320.59 crores as against 415.60 crores in previous year representing a
decrease of 22.86%.

(b) The net sales of Stable Bleaching Powder during financial year 2024-25 is
Rs.71.24 crores as against 65.39 crores in previous year representing an
increase of 8.95%.

(c) The net sales of Sodium Methoxide during financial year 2024-25 is 40.25
crores as against Rs. 55.36 crores in previous year representing a decrease
of 27.29% and the net sales of Sodium Hydride during financial year 2024-25
is 1.60 crores as against Rs. 3.71 crores during previous financial year
representing a decrease of 56.83%.

(d) The trading activity in coal had fetched an amount of Rs.8.86 crores during
financial year 2024-25 as against Rs.182.10 crores during previous year.

(e) The net sales of Sulphuric acid during financial year 2024-25 is Rs. 173.79
crores as against Rs. 102.76 crores during previous financial year representing
an increase of 69.12%.

(f) Total power generated, sold through Wind and Solar during the year under
review is Rs. 6.45 Crores.

Dividend:

The Board of Directors at their meeting held on 30^th May, 2025 has recommended
a final dividend of Rs.3/- per equity share of face value Rs.10/- each (i.e.,30% on
paid up share capital) for the financial year ended 31^st March, 2025. The dividend
payment is subject to approval of members at the ensuing Annual General Meeting.
The total cash outflow on account of dividend on equity shares for the financial
year 2024-25 would aggregate Rs. 5,14,94,463 /-. The dividend will be paid to
members whose names appear in the Register of Members as on the record date.
The dividend payment date is on or before 24^th October,2025.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall be taxable in the hands of
the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

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 pertaining to the financial year 2017-18 will be
transferred to the Investor Education and Protection Fund (IEPF) during the financial
year 2025-26.

The Company had transferred unclaimed or unpaid dividend to IEPF relating to
financial year 2010-11 amounting to Rs. 19,49,114/- on 08.06.2018. Further, 29,896
corresponding shares were transferred as per the requirements of the IEPF Rules.
The unclaimed or unpaid dividend of financial year 2014-15 amounting to
Rs. 26,87,557 transferred to IEPF on 3^rd December,2022 and corresponding
10,29,911 shares were transferred to IEPF. The unclaimed or unpaid dividend of
financial year 2015-16 amounting to Rs. 27,37,059 transferred to IEPF on
1^st December,2023 and corresponding 48,134 shares were transferred to IEPF.
The unclaimed or unpaid dividend of financial year 2016-17 amounting to Rs.
26,77,725/- transferred to IEPF on 5^th December,2024 and corresponding 58,129
shares were transferred to IEPF. The details are made available on Company
website www.srhhl.com.

The shareholders can claim back their shares /dividend amount transferred to IEPF
by filing Form IEPF-5 and other related documents.

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

Financial Year	Dividend Declared (%)	Date of declaration of dividend	Last date for claiming unpaid dividend	Unclaimed Dividend Amount* (Rs.)	Due date for transfer to the IEPF Account
2017-18	20%	28.09.2018	04.11.2025	35,80,574	05-11-2025
2018-19	20%	30.09.2019	06.11.2026	33,95,777	07-11-2026
2019-20	25%	30.11.2020	06.01.2028	36,32,876	07-01-2028
2020-21	30%	30-09-2021	06-11-2028	43,48,430	07-11-2028
2021-22	35%	29-09-2022	05-11-2029	50,59,583	06-11-2029
2022-23	40%	26-09-2023	02-11-2030	38,72,156	03-11-2030
2023-24	30%	21-09-2024	27-10-2031	32,96,615	28-10-2031

*Amount unclaimed as on July 31,2025.

Disclosures with respect to Suspense Escrow Demat Account

SEBI, vide its circular dated January 25, 2022, mandated that the Company/ RTA
shall verify and process the investor service requests with regard duplicates and
transmission and thereafter issue a ‘Letter of Confirmation (“LOC”)'' in lieu of
physical share certificate(s). The LOC shall be valid for a period of one hundred
twenty days from the date of issuance within which the Member/Claimant shall
make a request to the Depository Participant for dematerializing the said shares. In
case, the demat request is not submitted within the aforesaid period, the shares
shall be credited to the Company''s Suspense Escrow Demat Account. As on
31^st July, 2025, 3087 shares are lying in this account.

Updation of bank details for remittance of dividend/ cash benefits in
electronic form:

SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated March 21,2013 (‘Circular''),
which is applicable to all listed companies, mandated to update bank details of their
shareholders holding shares in demat mode and/or physical form, to enable usage
of the electronic mode of remittance i.e., National Automated Clearing House (‘NACH'')
for distributing dividends and other cash benefits to the shareholders. The Circular
further states that in cases where either the bank details such as Magnetic Ink
Character Recognition (‘MICR'') and Indian Financial System Code (‘IFSC''), amongst
others, that are required for making electronic payment are not available or the
electronic payment instructions have failed or have been rejected by the bank,
companies or their Registrars and Transfer Agents may use physical payment
instruments for making cash payments to the investors. Companies shall mandatorily
print the bank account details of the investors on such payment instruments.
Shareholders to note that payment of dividend and other cash benefits will now be
made only through electronic mode. They are requested to opt for electronic modes

for payment of dividend and other cash benefits and update their bank details:

» In case of holdings in dematerialised form, by contacting their DP and giving
suitable instructions to update the bank details in their demat account.

» In case of holdings in physical form, by informing the Company''s RTA i.e., Aarthi
Consultants Private Limited through a signed request letter with details such as
their Folio No(s), Name and Branch of the Bank in which they wish to receive the
dividend, the Bank Account type, Bank Account Number allotted by their banks
after implementation of Core Banking Solutions (‘CBS'') the 9-digit MICR Code Number
and the 11-digit IFSC Code. This letter should be supported by cancelled cheque
bearing the name of the first shareholder.

On and from April 01,2024 onwards, if payment of dividend is due, the same shall
be paid electronically upon furnishing PAN, contact details including mobile number,
Bank Account details and specimen signature, etc. Meanwhile, such unpaid dividend
shall be kept by the Company in the Unpaid Dividend Account in terms of the
Companies Act, 2013. Further, the RTA / Company shall generate request to the
Company''s bankers to pay electronically, all the monies of/ payments to the holder
that were previously unclaimed/ unsuccessful once PAN, Choice of Nomination,
Contact Details including Mobile Number, Bank Account Details and Specimen
Signature are updated by the investor.

Share Capital:

During the year under review , there was no change in the Authorized, Subscribed
and Paid up share capital of the Company. The paid up Equity Share Capital as on
31^st March,2025 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of
Rs.10/- each.

Web link of Annual Return :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return
as on March 31, 2025 is available on the Company''s website at the link https://
www.srhhl.com/wp-content/uploads/Annual-Return-2024-25.pdf.

Board Meetings and its committees conducted during the period under
review:

During the year under review, five (5) meetings of the Board of Directors, four (4)
meetings of Audit Committee, two (2) meetings of Nomination and remuneration
committee, four(4) meetings of stakeholders relationship committee, one(1) meeting
of Corporate Social Responsibility Committee and two(2) meetings of risk
management committee were held. Further, the details of same have been mentioned
in the Corporate Governance Report annexed herewith.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the

Institute of Company Secretaries of India.

Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013
with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) that the preparation of the accounts for the financial year ended March 31 ,
2025 the applicable Accounting Standards have been followed along with
proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for
the year under review;

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

(d) that the Directors had prepared the accounts for the financial year ended
March 31,2025 on a ‘going concern'' basis.

(e) that the Directors had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were
operating effectively.

(f) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

Directors and Key Managerial Personnel:

As on March 31, 2025, the Company has six Directors of which five are Non¬
Executive Directors (including one woman Director). The Company has three
Independent Directors (including one woman Independent Director).

Based on the recommendation of Nomination and Remuneration Committee (“NRC”),
and in terms of the provisions of the Act, the Board of Directors appointed Sri
Kamma Edlapalli Krishna (DIN:11239076) as an Additional Director in the Capacity
of Non Executive Independent Director of the Company effective August 14, 2025.
Further, in accordance with the provisions of Section 149 read with Schedule IV to
the Act and applicable SEBI Listing Regulations, Sri Kamma Edlapalli Krishna
(DIN:11239076) was appointed as Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of five years commencing from
August 14, 2025 to August 13, 2030. A Special Resolution seeking Member''s approval
for his appointment is being sought. In the opinion of the Board, Sri Kamma Edlapalli
Krishna (DIN:11239076) is a person of integrity and fulfils requisite conditions as

per applicable laws and is independent of the management of the Company.

Sri T G Bharath (DIN : 00125087) Chairman and Managing Director had resigned
from the post of Director and Managing Director with effect from 12^th June, 2024. In
his place, Smt T G Shilpa Bharath (DIN : 01895414) appointed as Chairperson and
Managing Director of the Company with effect from 26^th June,2024. In accordance
with the provisions of Section 152 of the Companies Act,2013 and Articles of
Association of the Company, Sri. G Satyam (DIN 09762624), Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for reappointment. The Board recommends the
appointments for the consideration of the Members of the Company at the
forthcoming Annual General Meeting.. The first term of Smt. R Triveni, Independent
Director concludes on 12^th February,2026. A Special resolution seeking members
approval for appointment of Smt R Triveni as Independent Director for a period of 5
consecutive years in second term is sought. Brief profiles of Sri. Kamma Edlapalli
Krishna, Sri G Satyam and Smt R Triveni are being given in the Notice convening
the Annual General Meeting

The Board places on record its deep appreciation for the invaluable contribution
and guidance provided by Sri T G Bharath during his tenure as Chairman &
Managing Director on the Board.

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203
of the Companies Act, 2013 are (1) Sri T G Bharath, Chairman and Managing
Director (up to 11.06.2024) (2) Smt T G Shilpa Bharath Chairperson and Managing
Director (from 26.06.2024) (3) Smt V Surekha, Company Secretary and (4) Sri S
Ifthekhar Ahmed, Chief Financial Officer .

Board Evaluation :

The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act
and SEBI Listing Regulations. The performance of the Board was evaluated by the
Board after seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes, information
and functioning, etc. The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members on the basis of criteria
such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India. In a separate meeting of
Independent Directors, performance of Non Independent Directors, the Board as a
whole and Chairman of the Company was evaluated, taking into account the views
of Executive and Non-Executive Directors. The Board and the NRC reviewed the
performance of individual directors on the basis of criteria such as contribution of
the individual director to the Board and Committee meetings like preparedness on
the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc. At the Board meeting that followed the meeting of the Independent

Directors and meeting of NRC, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of Independent
Directors was done by the entire Board.

Company’s policy on Directors’ appointment and remuneration:

The Nomination and Remuneration Committee had been constituted by the Board
which ensures the selection, appointment of persons having wide exposure in
their respective fields and remuneration to Directors, Key Managerial Personnel
and Senior Management of the Company. The Board on the recommendation of the
Nomination & Remuneration Committee takes necessary steps and decisions.

Declaration by Independent Directors

In terms of the provisions of section 149 of the Act and the Listing Regulations,
2015, the independent directors on the Board of the Company as on the date of this
report are Sri A Kailashnath, Sri P Ramachandra Gowd Smt R Triveni and Sri
Kamma Edlapalli Krishna . Sri P Ramachandra Gowd tenure as Independent Director
of two terms period completes on the date of AGM i.e., 25^th September,2025.

The Company has received declaration pursuant to section 149(7) of the Act and
regulation 25 of the Listing Regulations, 2015 from all the independent directors
stating that they meet the criteria of independence as provided in section 149(6) of
the Act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of
section 150 of the Act read with rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the
independent director''s databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration
and confirmation submitted by the independent directors. In the opinion of the
Board, the independent directors fulfil the conditions specified in the Act as well as
the Rules made thereunder read with the Listing Regulations, 2015 and have
complied with the code for independent directors prescribed in Schedule IV to the
Act.

Transfer to Reserves:

The Company has not transferred any amount to its Reserves during the year
under review.

Subsidiaries, Joint Ventues and Associate Companies :

As on March 31,2025 your Company has only one subsidiary Company M/s TGV
Metals and Chemicals Private Limited. Although Company holds more than 20% of
shareholding in M/s MV Salts & Chemicals Private Limited, it is not an associate
Company within the meaning of Section 2(6) of the Companies Act,2013 and the
Company has no joint ventures. The details of such entities of the Company formed/
acquired /Ceased during the year are provided in (Annexure-A -1) to this report.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial
statements of the subsidiary, as prepared in compliance with the Companies Act,
2013 (‘the Act''), Listing Regulations, 2015 and in accordance with the Indian
Accounting Standards specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 along with all relevant
documents and the Independent Auditors'' Report thereon forms part of this Annual
Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies
(Accounts) Rules, 2014, the statement containing salient features of the financial
statements of the Company''s subsidiary for the financial year ended on 31 March
2025 in Form AOC-1 forms part of this Annual Report. (Annexure-A)

Insurance:

All assets of the Company and other potential risks have been adequately insured.

Fixed Deposits:

The Company has not accepted any public deposits under Section 73 of Companies
Act, 2013 and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock
Exchange of India Ltd. The Company has paid the Annual Listing fees to each of
these Stock Exchanges for the financial year 2025-26.

Internal control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale
and complexity of its operations. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiary.
Based on the report of internal audit, corrective actions undertaken in respective
areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.

Change in nature of business:

There is no change in nature of business of the Company.

Significant and material orders passed by the regulators or court:

There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its
future operations.

Industrial Relations:

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

Particulars of loans, guarantees or investments under section 186 of the
Companies Act, 2013 :

The particulars of loans, guarantees and investments as per Section 186 of the Act
made by the Company have been disclosed in the financial statements.

Particulars of Contracts or Arrangements with Related Parties

The details of transactions with related parties during FY2025 are provided in the
notes to the financial statements.

The policy on materiality of and dealing with related party transactions is available
on the Company''s website at https://www.srhhl.com/wp-content/uploads/Related-
Party-Transaction-Policy-pdf...pdf

Risk Management :

Risk Management Policy was approved by the Board in its meeting held on 30^th
June,2021. The policy is placed on Company''s website https://www.srhhl.com/
wp-content/uploads/risk-management-policy.pdf

The Board of Directors of the Company has a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan
and ensuring its effectiveness. The Audit Committee has additional oversight in the
area of financial risks and controls. The major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing
basis.

Dividend Distribution Policy

The Dividend Distribution Policy in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), is available on the Company''s website
at https://www.srhhl.com/wp-content/uploads/dividend-distribution-policy.pdf

Vigil Mechanism:

The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for employees, Directors and stakeholders in conformation with the
provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations,
to report concerns about unethical behavior or any violation of the Company''s code
of conduct in pursuance of provisions of Section 177(10) of the Companies
Act,2013. During the year under review, no complaints received under this
mechanism. The policy can be accessed on Company''s Website at the link:
https://www.srhhl.com/wp-content/uploads/VIGIL_MECHANISM_POLICY.pdf

Particulars of Energy conservation, Technology Absorption and Foreign
Exchange earnings and outgo:

Information as per 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,
2025 is annexed to this Report (Annexure - C).

Business Responsibility and Sustainability Report :

The Business Responsibility and Sustainability Report (“BRSR”) of the Company
for the year 2024-25 forms part of this Annual Report as required under Regulation
34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is annexed to this report
(Annexure - D).

Corporate Governance:

A report on Corporate Governance along with a Certificate for compliance with
the conditions of Corporate governance in accordance with Securities Exchange
Board of India(Listing Obligations & Disclosure Requirements) Regulations, 2015
issued by Practicing Company Secretary forms part of this Annual Report
(Annexure - E) .

Management Discussion and Analysis Report :

Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR)
Regulations, 2015, ‘Management Discussion and Analysis'' has been annexed to
this report (Annexure - F).

Corporate Social Responsibility :

To comply with Section 135 of Companies Act,2013 and other applicable provisions,
CSR policy has been approved by the Board and constituted a CSR Committee to
monitor the implementation of CSR activities. The CSR Obligation for financial year
2024-25 is Rs. 2,77,97,771. The Company had undertaken on going project for
construction of old age home / orphanage home at Kurnool during financial year
2022-23 and spent Rs. 134.81 lakhs on this project and Rs. 38.03 lakhs on other
than on going project during financial year 2024-25. The Total amount spent during
financial year 2024-25 is Rs. 1,72,84,872/- and balance amount of Rs. 1,05,12,900
is set off against excess amount spent in previous years. The details of CSR
expenditure, constitution of CSR committee are annexed to this report.
(Annexure - G).

Auditors:

Statutory Auditors:

M/s S T Mohite & Co., Chartered Accountants (Firm registration number 011410S )
were appointed as the statutory auditors of the Company to hold office for five

consecutive years from the conclusion of the 17^th Annual General Meeting of the
Company held on September 29, 2022, till the conclusion of 22^nd Annual General
Meeting to be held in 2027, as required under Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014.

There are no qualifications, reservation or adverse remark or disclaimer made in
the audit report for the financial year 2024-25.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company had re-appointed M/s. Geeta Serwani & Associates, Practicing
Company Secretary, Hyderabad to conduct Secretarial Audit of the Company for
the Financial Year 2024-25. The Report of the Secretarial Audit in Form MR-3 for the
financial year ending March 31,2025 is annexed to this report (Annexure- I ).
There are no qualifications , reservations or any adverse remarks made by the
Secretarial Auditor in the report.

In line with amended Regulation 24A of the Listing Regulations, the Board has
approved the appointment of M/s. Geeta Serwani & Associates as the Secretarial
Auditors of the Company for a term of 5 consecutive years with effect from FY
2025-26 to FY 2029-30, subject to approval of the shareholders at the 20^th Annual
General Meeting.

Cost Auditors:

As per section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audits) Rules,2014 as amended, the Board of Directors of your
Company on recommendation of the Audit Committee appointed Sri Thota SSV
Santhosh Kumar, Cost Accountants as the Cost Auditors to carry out the cost audit
of products of the Company. The remuneration of cost auditors has been approved
by the Board of Directors on the recommendation of Audit Committee and the
requisite resolution for ratification of remuneration of cost auditors by the members
has been set out in the notice of 20^h Annual General Meeting of your Company.

The cost audit report for the financial year ended March 31,2024 issued by M/s.
Santhosh & Associates, Cost auditors in respect of various products prescribed
under Cost Audit Rules does not contain any qualification, reservation and the
same was filed with Ministry of Corporate Affairs. The cost audit report for the
financial year ended March 31 , 2025 is being submitted shortly.

Prevention of Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act ) and rules made
thereunder, your Company has adopted a policy .The policy can be accessed at
Company''s website https://www.srhhl.com/wp-content/uploads/Anti-Sexual-
Harassment-Policy-2023-file.pdf.

The details as per amendment to Companies (Accounts) Rules, 2014 which came
into effect from 14th July, 2025 are furnished.

No of complaints received during year : 0

No of complaints disposed of during the year : 0
No of complaints pending for more than 90 days : 0
No of male employees : 382

No of Female employees : 2

No of transgender employees : 0

The Company had complied with the provisions relating to Maternity Benefit Act.
1961.

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 affects the financial position of the Company
according to the date of financial year and the date of its report .

Instances of Fraud reported to Audit Committee:

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

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 section 134(3) 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.

Particulars of Employees:

Except Smt T G Shilpa Bharath, Chairperson & Managing Director ,no employee of
the Company is drawing remuneration as prescribed under Section 197 of the
Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014.

Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

\___y

(i) The ratio of the remuneration of each director to the median remuneration of

the employees of the Company for the financial year

Name of the Director	Ratio to Median Remuneration
Smt.T.G. Shilpa Bharath , CMD *	—
A.Kailashnath, Director	0.11
Smt. R Triveni, Director	0.11
Sri.P.Ramachandra Gowd , Director	0.11
Sri.H.Gurunath Reddy, Director	0.05
Satyam Gadwal	0.05

*Smt T G Shilpa Bharath appointed on 26^th June, 2024

(ii) The percentage increase in remuneration of each Director, Chief financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year:

Sri.T.G. Shilpa Bharath, Managing Director	—
Smt.V Surekha , Company Secretary	3.90%
Sri.Ifthekhar Ahmed, Chief Financial Officer	3.55%

(iii) The percentage increase in the median remuneration of employees in the
financial year - 2.58%

(iv) The number of permanent employees on the rolls of Company - 384.

(v) Average percentile increase already made in the salaries of employees other
than managerial personnel in the last financial year and its comparison with
the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the
managerial remuneration :

The average increase in salaries of employees other than managerial personnel
in 2025-26 was 2.58%.

Percentage increase in the managerial remuneration for the year is Nil

(vi) Affirmation that the remuneration is as per the remuneration policy of the
Company : YES

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance
and co-operation received from Customers, Banks, Suppliers, Shareholders,
Government departments and other statutory authorities and others associated
with the Company. Your directors also wish to place on record their appreciation
for the contributions made by employees at all levels, during the year under review.

For and on behalf of the Board
Sd/-

T.G. Shilpa Bharath

Place : Kurnool Chairperson & Managing Director

Date : August 14, 2025 DIN:01895414

k. J

---

Mar 31, 2024

Your Directors'' have pleasure in presenting 19^th Annual Report on the business and operations of the Company along with the audited financial statements (Standalone and consolidated) for the financial year ended March 31 , 2024.

Financial Highlights: (Rs. in lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Profit before interest, Depreciation and Tax	12,328.67	21,457.89	12,186.30	21,451.36
Less: Interest	397.75	474.95	398.47	474.96
Depreciation	1,057.89	1,934.66	1,060.12	1,934.66
Profit before Tax	10,873.03	19,048.28	10,727.71	19,041.74
Provision for Taxation & Deferred Income Tax	2,830.67	3,616.33	2,830.67	3,616.33
Profit after Tax	8,042.36	15,431.94	7,897.04	15,425.40
Add: Balance brought forward from previous year	54,043.51	39,212.51	54,034.98	39,208.91
Less: Other adjustments	(630.72)	(600.95)	(630.72)	600.95
Balance carried forward to next year	61,455.15	54,043.51	61,310.50	54,033.37

Performance:

During the year under review, the Company achieved turnover of Rs. 866.01 Crores against previous year turnover of Rs. 1650.11 crores. The profit before tax stood at Rs. 108.73 Crores as against Rs.190.48 crores for the previous year.

The Board of Directors in their meeting held on 28^th May, 2024 had decided to temporarily stop the trading business of coal due to difficulties faced in marketing. The coal trading business have become risky due to fluctuations in coal prices. The Company may explore business opportunities in future once the market conditions are in favor and stable.

Capacity Expansion:

The production of Sodium methoxide solution increased from 900 MTs to 1100MTs per month and Sodium Methoxide powder from 150 MTs to 300 MTs per month with effect from 27^th March, 2024.

Division / Segment Wise Operations

(a) The net sales of Calcium Hypo Chloride during financial year 2023-24 is Rs.415.60 crores as against Rs. 468.88 crores in previous year representing a decrease of 11.36%.

(b) The net sales of Stable Bleaching Powder during financial year 2023-24 is Rs. 65.39 crores as against Rs. 79.43 crores in previous year representing a decrease of 17.67%.

(c) The net sales of Sodium Methoxide during financial year 2023-24 is Rs. 55.36 crores as against Rs. 67.69 crores in previous year representing a decrease of 18.22% and the net sales of Sodium Hydride during financial year 2023-24 is Rs. 3.71 crores as against Rs. 5.24 crores during previous financial year representing a decrease of 29.24%.

(d) The trading activity in coal had fetched an amount of Rs.182.10 crores during financial year 2023-24 as against Rs.652.74 crores during previous year.

(e) The net sales of Sulphuric acid during financial year 2023-24 is Rs. 102.76 crores as against Rs. 217.39 crores during previous financial year representing a decrease of 52.73%.

(f) Total power generated, sold through Thermal, Wind and Solar during the year under review is Rs. 27.49 Crores.

Dividend:

The Board of Directors at their meeting held on 28^th May,2024 has recommended a final dividend of Rs.3/- per equity share of face value Rs.10/- each (i.e.,30% on paid up share capital) for the financial year ended 31^st March,2024 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2023-24 would aggregate Rs. 5,14,94,463/-. The dividend will be paid to members whose names appear in the Register of Members as on the book closure date. The dividend payment date is 18^th October, 2024.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

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 pertaining to the financial year 2016-17 will be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2024-25.

The Company had transferred unclaimed or unpaid dividend to IEPF relating to financial year 2010-11 amounting to Rs. 19,49,114/- on 08.06.2018. Further, 29,896 corresponding shares were transferred as per the requirements of the IEPF Rules. The unclaimed or unpaid dividend of financial year 2014-15 amounting to Rs. 26,87,557 transferred to IEPF on 3^rd December,2022 and corresponding 10,29,911 shares were transferred to IEPF. The unclaimed or unpaid dividend of financial year 2015-16 amounting to Rs. 27,37,059 transferred to IEPF on 1^st December,2023 and corresponding 48,134 shares were transferred to IEPF. The details are made available on Company website www.srhhl.com.

The shareholders can claim back their shares /dividend amount transferred to IEPF by filing Form IEPF-5 and other related documents.

The following table provides list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the

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Financial Year	Dividend Declared (%)	Date of declaration of dividend	Last date for claiming unpaid dividend	Unclaimed Dividend Amount* (Rs.)	Due date for transfer to the IEPF Account
2016-17	15%	27.09.2017	03.11.2024	26,81,560	04-11-2024
2017-18	20%	28.09.2018	04.11.2025	35,89,618	05-11-2025
2018-19	20%	30.09.2019	06.11.2026	34,04,529	07-11-2026
2019-20	25%	30.11.2020	06.01.2028	36,42,368	07-01-2028
2020-21	30%	30-09-2021	06-11-2028	43,60,044	07-11-2028
2021-22	35%	29-09-2022	05-11-2029	50,71,891	06-11-2029
2022-23	40%	26-09-2023	02-11-2030	39,02,156	03-11-2030

*Amount unclaimed as on July 31,2024.

Updation of bank details for remittance of dividend/ cash benefits in electronic form:

SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated March 21,2013 (‘Circular''), which is applicable to all listed companies, mandated to update bank details of their shareholders holding shares in demat mode and/or physical form, to enable usage of the electronic mode of remittance i.e., National Automated Clearing House (‘NACH'') for distributing dividends and other cash benefits to the shareholders. The Circular further states that in cases where either the bank details such as Magnetic Ink Character Recognition (‘MICR'') and Indian Financial System Code (‘IFSC''), amongst others, that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, companies or their Registrars and Transfer Agents may use physical payment instruments for making cash payments to the investors. Companies shall mandatorily print the bank account details of the investors on such payment instruments. Shareholders to note that payment of dividend and other cash benefits will now be made only through electronic mode. They are requested to opt for electronic modes for payment of dividend and other cash benefits and update their bank details:

» In case of holdings in dematerialised form, by contacting their DP and giving suitable instructions to update the bank details in their demat account.

» In case of holdings in physical form, by informing the Company''s RTA i.e., Aarthi Consultants Private Limited through a signed request letter with details such as their Folio No(s), Name and Branch of the Bank in which they wish to receive the dividend, the Bank Account type, Bank Account Number allotted by their banks after implementation of Core Banking Solutions (‘CBS'') the 9-digit MICR Code Number and the 11-digit IFSC Code. This letter should be supported by cancelled cheque bearing the name of the first shareholder.

On and from April 01,2024 onwards, if payment of dividend is due, the same shall be paid electronically upon furnishing PAN, contact details including mobile number, Bank Account details and specimen signature, etc. Meanwhile, such unpaid dividend shall be kept by the Company in the Unpaid Dividend Account in terms of the Companies Act, 2013. Further, the RTA/Company shall, suo-moto, generate request to the Company''s bankers to pay electronically, all the monies of/ payments to the holder that were previously unclaimed/ unsuccessful once PAN, Choice of Nomination, Contact Details including Mobile Number, Bank Account Details and Specimen Signature are updated by the investor.

Share Capital:

During the year under review , there was no change in the Authorized, Subscribed and Paid up share capital of the Company. The paid up Equity Share Capital as on 31^st March,2024 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of Rs.10/- each.

Web link of Annual Return :

The Annual Return of the Company for the financial year 2023-24 as required under section 92(3) of the Companies Act,2013 is available on the website of the company at the link https://www.srhhl.com/wp-content/uploads/2024/07/ANNUAL-RETURN-2023-24.pdf

Board Meetings and its committees conducted during the period under review:

During the year under review, five ( 5 ) meetings of the Board of Directors, four (4) meetings of Audit Committee, one (1) meeting of Nomination and remuneration committee, four(4) meetings of stakeholders relationship committee, one(1) meeting of Corporate Social Responsibility Committee and two(2) meetings of risk management committee were held. Further, the details of same have been mentioned in the Corporate Governance Report annexed herewith.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India.

Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

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

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

(iv) that the Directors had prepared the accounts for the financial year ended March 31 , 2024 on a ‘going concern'' basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel:

Sri T G Bharath, Chairman and Managing Director had resigned from the post of Director and Chairman & Managing Director with effect from 12^th June,2024. In his place, Smt T G Shilpa Bharath appointed as Additional Director and Chairperson and Managing Director of the Company with effect from 26^th June,2024. In accordance with the provisions of Section 152 of the Companies Act,2013 and Articles of Association of the Company, Sri. H Gurunath Reddy (DIN 07211326), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Sri G Satyam, Non -executive Director who attained the age of 75 years seeks members approval for continuation of Directorship as per SEBI(LODR) Regulations,2015. The Board recommends the appointments for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profiles of Smt T G Shilpa Bharath, Sri. H Gurunath Reddy and Sri G Satyam are being given in the Notice convening the Annual General Meeting.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by Sri T G Bharath during his tenure as Chairman & Managing Director on the Board.

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act,2013 are (1) Sri T G Bharath, Chairman and Managing Director (up to 11.06.2024 (2) Smt T G Shilpa Bharath ( from 26.06.2024) (3) Smt V Surekha, Company Secretary and (4) Sri S Ifthekhar Ahmed , Chief Financial Officer .

Evaluation of board performance:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board''s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process. To familiarize with Company operations, Programmes were undertaken to Independent and Non-executive Directors at regular intervals.

Company’s policy on Directors’ appointment and remuneration:

The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.

Declaration by Independent Directors

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent directors on the Board of your Company as on the date of this report are Sri A Kailashnath, Sri P Ramachandra Gowd and Smt R Triveni.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent director''s databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors . In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

Transfer to Reserves:

The Company has not transferred any amount to its Reserves during the year under review.

Subsidiaries, Joint Ventues and Associate Companies :

M/s TGV Sodium and Electrolite Private Limited ceased to be wholly owned subsidiary company with effect from April 01, 2023. As on March 31, 2024 your Company has only one subsidiary Company M/s TGV Metals and Chemicals Private Limited. Although Company holds more than 20% of shareholding in M/s MV Salts & Chemicals Private Limited , it is not an associate Company within the meaning of Section 2(6) of the Companies Act,2013 and the Company has no joint ventures . The details of such entities of the Company formed/acquired /Ceased during the year are provided in (Annexure-A -1) to this report.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, as prepared in compliance with the Companies Act, 2013 (‘the Act''), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors'' Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s subsidiary for the financial year ended on 31 March 2024 in Form AOC-1 forms part of this Annual Report. (Annexure-A)

Insurance:

All assets of the Company and other potential risks have been adequately insured. Fixed Deposits:

The Company has not accepted any public deposits under Section 73 of Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2024-25.

Internal control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Change in nature of business:

There is no change in nature of business of the Company.

Significant and material orders passed by the regulators or court:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Industrial Relations:

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

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :

The Company had made some investments and given loans covered under Section 186 of the Companies Act,2013 during the financial year under review. The details in respect of investments and loans as per section 186(4) made have been disclosed in the notes to the financial statements .

Particulars of Contracts or Arrangements with Related Parties

All contracts/arrangements/transactions entered into by the Company during FY2024 with related parties were in compliance with the applicable provisions of the Act, the Listing Regulations, 2015 and as per the Company''s policy on materiality and dealing with related party transactions. Prior omnibus approval of the Audit Committee is obtained for all related party transactions, which are foreseen and of repetitive nature.

A statement detailing the related party transactions entered pursuant to the omnibus approval are reviewed by the Audit Committee on quarterly basis.

All related party transactions entered into during FY2024 were in the ordinary course of business and on arm''s length basis. The details of related party transactions as required under provisions of section 188 and 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, which is annexed to this Directors'' Report (Annexure B).

The details of transactions with related parties during FY2024 are provided in the notes to the financial statements.

The policy on materiality of and dealing with related party transactions is available on the Company''s website at

https://www.srhhl.com/wp-content/uploads/2024/07/Related-Party-Transaction-

Policy-pdf...pdf

Risk management policy:

Risk Management Policy was approved by the Board in its meeting held on 30^th June,2021. The policy is placed on Company''s website https://www.srhhl.com/ wp-content/uploads/2024/07/risk-management-policy.pdf

The management takes necessary steps for implementation of the Policy by identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats. The process involved in Risk Management are identifications of Risk/Evaluation/Assessment, Prevention & Control, Financing, Measure and Monitor effectiveness , reviewing and reporting.

Dividend Distribution Policy

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy. The Policy sets out the Parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. As a green initiative, the Policy has been uploaded on the Company''s website and can be accessed at https://www.srhhl.com/wp-content/uploads/2024/07/dividend-distribution-policv.pdf

Vigil Mechanism / Whistle Blower Policy:

The company has adopted a vigil mechanism in the form of a Whistle Blower Policy to provide adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company''s code of conduct in pursuance of provisions of Section 177(10) of the Companies Act,2013. During the year under review , no complaints received under this mechanism. The policy can be accessed on Company''s Website at the link: https:/ /www.srhhl.com/wp-content/uploads/2024/07/VIGIL MECHANISM POLICY.pdf

Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per 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 to this Report (Annexure -C).

Business Responsibility and Sustainability Report :

The Business Responsibility and Sustainability Report (“BRSR”) of the Company for the year 2023-24 forms part of this Annual Report as required under Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report (Annexure - D).

Corporate Governance:

A report on Corporate Governance along with a Certificate for compliance with the conditions of Corporate governance in accordance with Securities Exchange Board of India(Listing Obligations & Disclosure Requirements ) Regulations, 2015 issued by Practicing Company Secretary forms part of this Annual Report (Annexure - E) .

Management Discussion and Analysis Report :

Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations, 2015, ‘Management Discussion and Analysis'' has been annexed to this report (Annexure - F ).

Corporate Social Responsibility :

To comply with Section 135 of Companies Act,2013 and other applicable provisions, CSR policy has been approved by the Board and constituted a CSR Committee to monitor the implementation of CSR activities. The Company had undertaken on going project for construction of old age home / orphanage home at Kurnool during financial year 2022-23 and spent nearly Rs. 5 crores for acquisition of land, construction of compound wall etc. During financial year 2023-24, the Company had not spent any amount on this on going project and will be spen in next year.The details of CSR expenditure, constitution of CSR committee are annexed to this report. (Annexure - G).

Auditors:

Statutory Auditors:

M/s S T Mohite & Co., Chartered Accountants (Firm registration number 011410S ) were appointed as the statutory auditors of the Company to hold office for five consecutive years from the conclusion of the 17^th Annual General Meeting of the Company held on September 29, 2022, till the conclusion of 22^nd Annual General Meeting to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

There are no qualifications, reservation or adverse remark or disclaimer made in the audit report for the financial year 2023-24.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Geeta Serwani & Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Audit Report is annexed to this report (Annexure- I ). The report does not contain any qualification , reservation or any adverse remark.

Cost Auditors:

As per section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audits) Rules,2014 as amended, the Board of Directors of your Company on recommendation of the Audit Committee appointed Sri Thota SSV Santhosh Kumar , Cost Accountants as the Cost Auditors to carry out the cost audit of products of the Company . The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of cost auditors by the members has been set out in the notice of 19^th Annual General Meeting of your Company.

The cost audit report for the financial year ended March 31, 2023 issued by M/s. Santhosh & Associates, Cost auditors in respect of various products prescribed under Cost Audit Rules does not contain any qualification, reservation and the same was filed with Ministry of Corporate Affairs. The cost audit report for the financial year ended March 31 , 2024 is being submitted shortly.

Prevention of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act ) and rules made thereunder, your Company has adopted a policy .The policy can be accessed at Company''s website https://www.srhhl.com/wp-content/uploads/2024/07/Anti-Sexual-Harassment-Policy-2023-file.pdf.

During the year under review , no case was filed under the POSH Act.

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 affects the financial position of the Company according to the date of financial year and the date of its report .

Particulars of Employees:

Except Sri T G Bharath, Chairman & Managing Director ,no employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to Median Remuneration
Sri T.G.Bharath, CMD	114.50
Sri A.Kailashnath, Director	0.11
Smt. R Triveni, Director	0.11
Sri P.Ramachandra Gowd, Director	0.11
Sri H.Gurunath Reddy, Director	0.05
Sri Satyam Gadwal	0.05

(ii) The percentage increase in remuneration of each Director, Chief financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sri T.G.Bharath, Managing Director	—
Smt.V Surekha, Company Secretary	3.68%
Sri Ifthekhar Ahmed, Chief Financial Officer	3.34%

(iii) The percentage increase in the median remuneration of employees in the financial year - 5.61%.

(iv) The number of permanent employees on the rolls of Company - 396.

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2023-24 was 5.61%.

Percentage increase in the managerial remuneration for the year is Nil

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels , during the year under review.

For and on behalf of the Board Sd/-

T.G. Shilpa Bharath

Place : Kurnool Chairperson & Managing Director

Date : August 14, 2024 DIN:01895414

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Mar 31, 2023

The Directors take immense pleasure in presenting 18^th Annual Report on the business and operations of the Company along with the audited financial statements (Standalone and consolidated) for the financial year ended March 31, 2023.

Financial Results:				( Rs. in Lakhs )
	Particulars	Standalone		Consolidated
		2022-23	2021-22	2022-23	2021-22
	Profit before interest, Depreciation and Tax	21,457.89	15,942.20	21,451.36	15,941.45
	Less: Interest	474.95	320.82	474.96	320.82
	Depreciation	1,934.66	1,922.72	1,934.66	1,922.72
	Profit before Tax Provision for Taxation &	19,048.28	13,698.67	19,041.74	13,697.92
	Deferred Income Tax	3,616.33	3,420.07	3,616.33	3,420.07
	Profit after Tax	15,431.94	10,278.60	15,425.40	10,277.85
	Add: Balance brought forward from previous year	39,212.51	29,448.85	39,208.91	29,446.00
	Less: Other adjustments	600.95	514.94	600.95	514.94
	Balance carried forward to next year	54,043.51	39,212.51	54,033.37	39,208.91

Performance:

During the year under review, the Company achieved turnover of Rs. 1650.11 Crores against previous year turnover of Rs. 1267.27 crores. The profit before tax stood at Rs.190.48 Crores as against Rs. 136.98 crores for the previous year.

Division / Segment Wise Operations

(a) The net sales of Calcium Hypo Chloride during financial year 2022-23 is Rs.468.88 crores as against 331.80 crores in previous year representing an increase of 41.31%.

(b) The net sales of Stable Bleaching Powder during financial year 2022-23 is Rs. 79.42 crores as against 91.34 crores in previous year representing a decrease of 13.04%.

(c) The net sales of Sodium Methoxide during financial year 2022-23 is 67.69 crores as against Rs. 43.17 crores in previous year representing an increase of 56.78% and the net sales of Sodium Hydride during financial year 2022-23 is 5.24 crores as against Rs. 7.73 crores during previous financial year representing a decrease of 32.21%.

(d) The trading activity in coal had fetched an amount of Rs. 652.74 crores as against Rs. 448.92 crores during previous year.

(e) The net sales of Sulphuric acid during financial year 2022-23 is 217.39 crores as against Rs. 298.54 crores during previous financial year representing a decrease of 27.18%.

(f) Total power generated, sold through Thermal, Wind and Solar during the year under review is Rs. 44.12 Crores.

Dividend:

The Board of Directors at their meeting held on 30^th May,2023 has recommended a final dividend of Rs.4/- per equity share of face value Rs.10/- each (i.e.,40% on paid up share capital) for the financial year ended 31^st March,2023 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2022-23 would aggregate Rs. 6,86,59,284 /-. The dividend will be paid to members whose names appear in the Register of Members as on the book closure date. The dividend payment date is 21^st October,2023

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

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 pertaining to the financial year 2015-16 will be transferred to the Investor Education and Protection Fund (IEPF) during the financial year 2023-24.

The Company had transferred unclaimed or unpaid dividend to IEPF relating to financial year 2010-11 amounting to Rs. 19,49,114/- on 08.06.2018. Further, 29,896 corresponding shares were transferred as per the requirements of the IEPF Rules. The unclaimed or unpaid dividend of financial year 2014-15 amounting to Rs. 26,87,557 transferred to IEPF on 3^rd December,2022 and corresponding 10,29,911 shares were transferred to IEPF. The details are made available on Company website www.tgvgroup.com.

The shareholders can claim back their shares /dividend amount transferred to IEPF by filing Form IEPF-5 and other related documents.

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

k. j

	Financial Year	Dividend Declared (%)	Date of declaration of dividend	Last date for claiming unpaid dividend	Unclaimed Dividend Amount* (Rs.)	Due date for transfer to the IEPF Account
	2015-16	15%	28.09.2016	04.11.2023	27,41,488	05-11-2023
	2016-17	15%	27.09.2017	03.11.2024	26,90,974	04-11-2024
	2017-18	20%	28.09.2018	04.11.2025	36,02,088	05-11-2025
	2018-19	20%	30.09.2019	06.11.2026	34,16,997	07-11-2026
	2019-20	25%	30.11.2020	06.01.2028	36,55,774	07-01-2028
	2020-21	30%	30-09-2021	06-11-2028	43,74,781	07-11-2028
	2021-22	35 %	29-09-2022	05-11-2029	51,00,431	06-11-2029
‘Amount unclaimed as on July 31				, 2023.

Share Capital:

During the year under review , there was no change in the Authorized, Subscribed and Paid up share capital of the company. The Paid up Equity share capital as on 31^st March,2023 was Rs.17,16,48,210 comprising of 1,71,64,821 equity shares of Rs.10/- each.

Weblink of Annual Return :

The Annual Return of the Company for the financial year 2022-23 as required under section 92(3) of the Companies Act, 2013 is available on the website of the company at the link http://www.tgvgroup.com/download/hypo/Annual-Return-2022-23-file..pdf

Board Meetings and its committees conducted during the period under review:

During the year under review, Seven ( 7 ) meetings of the Board of Directors, four (4) meetings of Audit Committee, two(2) meetings of Nomination and remuneration committee, four(4) meeting s of stakeholders relationship committee and one(1) meeting of Corporate Social Responsibility Committee and two(2) meetings of risk management committee were held. Further, the details of same have been enumerated are mentioned in the Corporate Governance Report annexed herewith.

Compliance with Secretarial Standards

The Company is in compliance with applicable secretarial standards issued by the Institute of Company Secretaries of India

Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended March 31 , 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(iv) that the Directors had prepared the accounts for the financial year ended March 31, 2023 on a ‘going concern'' basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the companies Act,2013 and Articles of Association of the Company, Sri. H Gurunath Reddy (DIN 07211326), and Sri Satyam Gadwal (DIN: 09762624 ) Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Board recommends their reappointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profiles of Sri. H Gurunath Reddy and Sri Satyam Gadwal are being given in the Notice convening the Annual General Meeting .

The Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act,2013 are (1) Sri T G Bharath, Chairman and Managing Director (2) Smt V Surekha, Company Secretary and (3) Sri Shaik Ifthekhar Ahmed , Chief Financial Officer .

Evaluation of board performance:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board''s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-

Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process. To familiairze with Company Operations, Programmes were undertaken to Independent and Non-Executive Directors at regular intervals.

Company’s policy on Directors’ appointment and remuneration:

The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.

Statement of declaration given by independent directors under section 149(6) :

During the year under review, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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. During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees.

Transfer to Reserves:

The Company has not transferred any amount to its Reserves during the year under review.

Subsidiaries, Joint Ventues and Associate Companies :

As on March 31, 2023 your Company has one Wholly owned subsidiary Company M/s TGV Sodium & Electrolite Private Limited and one subsidiary Company M/s TGV Metals and Chemicals Private Limited formed on 10^th February,2022. Although Company holds more than 20% of shareholding in M/s MV Salts & Chemicals Pvt Limited, it is not an associate Company within the meaning of Section 2(6) of the Companies Act,2013 and the Company has no joint ventures. As required under SEBI(LODR) Regulations, 2015 and Section 129 of the Companies Act,2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the consolidated financial statements of your Company and its Subsidiary Companies are provided in the Annual Report. The Consolidated financial statements have been prepared in accordance with Ind AS 27. The Consolidated financial statements have been prepared on the basis of audited financial statements of its subsidiary Companies as approved by its Board of Directors. The Consolidated financial statement shows the financial resources, assets, liabilities, income, profit and other details of your Company and its subsidiary after elimination of inter -company transactions. A Separate statement

is annexed explaining salient features of the financial statements of the subsidiary in AOC-1 ((Annexure-A) and the details of such entities of the Company formed/acquired /Ceased during the year are provided in (Annexure-A -1) to this report.

M/s TGV Sodium & Electrolite Private Limited ceases to be Wholly owned subsidiary Company with effect from April 01,2023.

Insurance:

All assets of the Company and other potential risks have been adequately insured. Fixed Deposits:

The Company has not accepted any public deposits under Section 73 of Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2023-24.

Internal control systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Change in nature of business:

There is no change in nature of business of the Company.

Significant and material orders passed by the regulators or court:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Industrial Relations:

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

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :

The Company had made some investments and given loans covered under Section 186 of the Companies Act, 2013 during the financial year under review. The details in respect of investments and loans as per section 186(4) made have been disclosed in the notes to the financial statements.

Particulars of contracts or arrangements with related parties:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are material significant related party transactions made by the Company. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into is annexed to this report as Form AOC-2 (Annexure-B). The Company had formulated a policy on dealing with related party transactions which has been uploaded on the Company''s website http://www.tgvgroup.com/download/hvpo/Related-Partv-Transaction-Policy-pdf...pdf

Risk management policy:

Risk Management Policy was approved by the Board in its meeting held on 30^th June,2021. The policy is placed on Company''s website http://www.tgvgroup.com/ download/hvpo/risk-management-policv.pdf .

The management takes necessary steps for implementation of the Policy by identifying potential threats to the organization and the likelihood of their occurrence and then taking appropriate actions to address the most likely threats. The process involved in Risk Management are identifications of Risk/Evaluation/ Assessment, Prevention & Control, Financing, Measure and Monitor effectiveness, reviewing and reporting.

Dividend Distribution Policy

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Dividend Distribution Policy. The Policy sets out the Parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders. As a green initiative, the Policy has been uploaded on the Company''s website and can be accessed at http:// www.tgvgroup.com/download/hvpo/dividend-distribution-policv.pdf .

Vigil Mechanism / Whistle Blower Policy:

The company has adopted a vigil mechanism in the form of a Whistle Blower Policy to provide adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company''s code of conduct in pursuance of provisions of Section 177(10) of the Companies Act,2013. During the year under review, no complaints received under this mechanism. The policy can be accessed on Company''s Website at the link: https://www.tgvgroup.com/download/hypo/VIGIL_MECHANISM_POLICY.pdf

Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per 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 to this Report (Annexure -C).

Business Responsibility and Sustainability Report :

The Business Responsibility and Sustainability Report (“BRSR”) of the Company for the year 2022-23 forms part of this Annual Report as required under Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report (Annexure -D).

Corporate Governance:

A report on Corporate Governance along with a Certificate for compliance with the conditions of Corporate governance in accordance with Securities Exchange Board of India(Listing Obligations & Disclosure Requirements ) Regulations, 2015 issued by Practicing Company Secretary forms part of this Annual Report (Annexure -E) .

Management Discussion and Analysis Report :

Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations, 2015, ‘Management Discussion and Analysis'' has been annexed to this report (Annexure -F ).

Corporate Social Responsibility :

To comply with Section 135 of Companies Act,2013 and other applicable provisions, CSR policy has been approved by the Board and constituted a CSR Committee to monitor the implementation of CSR activities. The details of CSR expenditure, constitution of CSR committee are annexed to this report. (Annexure - G).

Auditors:Statutory Auditors:

M/s S T Mohite & Co., Chartered Accountants (Firm registration number 011410S) were appointed as the statutory auditors of the Company to hold office for five

consecutive years from the conclusion of the 17^th Annual General Meeting of the Company held on September 29, 2022, till the conclusion of 22^nd Annual General Meeting to be held in 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

There are no qualifications , reservation or adverse remark or disclaimer made in the audit report for the financial year 2022-23.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. Geeta Serwani & Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the Secretarial Audit Report is annexed to this report (Annexure- I ). The report does not contain any qualification , reservation or any adverse remark.

Cost Auditors:

As per section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audits) Rules,2014 as amended, the Board of Directors of your Company on recommendation of the Audit Committee appointed Sri Thota SSV Santhosh Kumar , Cost Accountants as the Cost Auditors to carry out the cost audit of products of the Company . The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of cost auditors by the members has been set out in the notice of 18^th Annual General Meeting of your Company.

The cost audit report for the financial year ended March 31, 2022 issued by M/ s. Santhosh & Associates, Cost auditors in respect of various products prescribed under Cost Audit Rules does not contain any qualification, reservation and the same was filed with Ministry of Corporate Affairs. The cost audit report for the financial year ended March 31 , 2023 is being submitted shortly.

Prevention of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act ) and rules made thereunder, your Company has adopted a policy .

During the year under review , no case was filed under the POSH Act.

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 affects the financial position of the Company according to the date of financial year and the date of its report.

Particulars of Employees:

Except Sri T G Bharath, Chairman & Managing Director ,no employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to Median Remuneration
Sri.T.G.Bharath, CMD	189.15
Sri. A.Kailashnath, Director	0.14
Sri. H.Gurunath Reddy, Director	0.07
Smt. R Triveni, Director	0.14
Sri. PRamachandra Gowd , Director	0.14
Sri. Krishnamoorthy Chandraiah Naik, Director *	0.03
Sri. Satyam Gadwal **	0.04

* Demise on 18^th September,2022 ** inducted on the Board on 13^th October, 2022

(ii) The percentage increase in remuneration of each Director, Chief financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sri.T.G.Bharath, Managing Director	25%
Smt.V Surekha, Company Secretary	11.62%
Sri.Ifthekhar Ahmed, Chief Financial Officer	12.70%

(iii) The percentage increase in the median remuneration of employees in the financial year - 25.19%.

(iv) The number of permanent employees on the rolls of Company - 414.

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average increase in salaries of employees other than managerial personnel in 2022-23 was 25.19%.

Percentage increase in the managerial remuneration for the year is 25%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders , Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels , during the year under review.

---

Mar 31, 2018

To

The Members

The Directors have pleasure in presenting the Thirteenth Annual Report of the Company for the year ended 31^st March, 2018.

1. Financial Results: (Rs. in lakhs)

Parituculars	2017 - 2018	2016 - 2017
Profit before interest, Depreciation and Tax	6267.41	4555.46
Less : Interest	699.99	638.80
Depreciation	1866.07	2465.39
Profit before Tax	3701.35	1451.27
Provision for Taxation & Deferred Income Tax	40.72	(386.28)
Profit after Tax	3660.63	1837.55
Add: Balance brought forward from previous year	15513.20	14033.32
Other adjustments	(279.86)	(357.67)
Balance carried forward to next year	18893.98	15513.20

2. Performance:

During the year the Company achieved turnover of Rs. 555 crores against previous year turnover of Rs. 391 crores. The profit before tax stood at Rs.37.01 crores as against Rs. 14.51 crores for the previous year.

3. Expansion of sulphuric acid plant : The new sulphuric acid plant with 180 tonnes per day capacity was commenced in the month of January, 2018. Another plant with same capacity is under execution and civil, mechanical works at site are under progress. It is expected to be commissioned by December, 2018.

4. Registration under Patent Act: Hypo production process has been now registered under Patent Act which will safeguard our process and technology.

5. Division / Segment Wise Operations

(a) The net sales of Calcium Hypo Chloride during financial year 2017-18 is Rs. 224.83 crores as against 187.94 crores in previous year representing an increase of 16%.

(b) The net sales of Stable Bleaching Powder during financial year 2017-18 is Rs. 66.31 crores as against 41.01 crores in previous year representing an increase of 38%.

(c) The net sales Monochloro Acetic Acid during financial year 2017-18 is Rs. 0.74 crores as against 7.59 crores in previous year representing a decrease of 9.75 %.

(d) The net sales of Sodium Methoxide during financial year 2017-18 is 17.54 crores as against Rs. 17.53 crores during previous financial year and the net sales of Sodium Hydride during financial year 2017-18 is 24.83 crores as against Rs. 15.24 crores during previous financial year representing an increase of 38%.

(e) The trading activity in coal had fetched an amount of Rs. 109.78 crores as against Rs. 13.06 crores during part of previous financial year.

(f) The net sales of Sulphuric acid during financial year 2017-18 is 29.26 crores as against Rs. 21.73 crores during previous financial year representing an increase of 26%.

(g) Total power generated, sold including capative through Thermal, Wind and Solar during the year under review is Rs.2732.44 lakhs.

6. Dividend:

Your Directors have recommended a final dividend of Rs.2/- (i.e.,20%) per equity share of face value Rs.10/- each for the financial year ended 31^st March, 2018. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2017-18 would aggregate Rs.3,26,13,160. The dividend will be paid to members whose names appear in the Register of Members as on 21.09.2018. The dividend payment date is 25.10.2018.

7. 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 are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the Company has transferred unclaimed or unpaid dividend amounting to Rs. 19,49,114/- on 08.06.2018 relating to dividend declared in the year 2010-11. Further, 29,896 corresponding shares were transferred as per the requirements of the IEPF Rules. The details are made available on Company website, www.tgvgroup.com.

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

Financial Year	Dividend Declared (%)	Date of declaration of dividend	Last date for claiming unpaid dividend	Unclaimed Dividend Amount* (Rs.)	Due date for transfer to the IEPF Account
2014-15	15%	30.09.2015	06.11.2022	27,11,272	07.11.2022
2015-16	15%	28.09.2016	04.11.2023	27,78,067	05.11.2023
2016-17	15%	27.09.2017	03.11.2024	27,27,310	04.11.2024

* Amount unclaimed as on 30th June, 2018.

8. Board Meetings:

During the year 6(six) Board meeting and 5(five) Audit Committee Meetings were held and the details of which are mentioned in Corporate Governance Report.

9. Transfer to Reserves

Your Company did not transfer any sum to the General Reserve for the financial year under review.

10. Subsidiaries, Joint Ventues and Associate Companies :

The Company has no subsidiaries and joint ventures. In case of Associate Company TGV SRAAC LIMITED, it had been concluded that the Company is not exercising significant influence although it holds more than 20% of share capital. Hence Company ceased to account the investment in TGV SRAAC Limited as per equity method in Ind As-28, investment in associates and Joint Ventures with effect from 01.04.2016. The details of such entities of the Company formed/ acquired and /or companies during the year are provided in AOC-1 (Annexure-A) to this report.

11. Insurance:

All assets of the Company and other potential risks have been adequately insured.

12. Fixed Deposits:

The Company has not accepted any public deposit and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

13. Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2018-19.

14. Safety and Environment Protection:

Management considers safety as paramount and in this regard continuous effort is being put. There is total compliance of use of PPEs and work permit system. Frequent training of employees and contractors are also being arranged. More efforts are being put on housekeeping to avoid fire and tripping hazards. These are being monitored by all senior executives and directors on daily basis.

All vents and emission points are now connected to efficient wet scrubbing system. New and second Sulphuric acid plant is fitted with a full capacity caustic scrubber to avoid any start up gas escape. New sulphonation plant ensures conversion of chlorine bearing effluent into gypsum.

15. Industrial Relations:

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

16. Preferential Allotment :

On 26.03.2018, the Company had allotted 8,15,329 Equity shares of Rs. 10/each (at a premium of Rs. 88.19 per share) upon Conversion of warrants under 2^nd tranche on preferential basis and necessary trading approvals in this regard were received from both stock exchanges i.e., BSE and National Stock Exchange of India Limited.

17. Directors and Key Managerial Personnel :

Sri. H.Gurunath Reddy, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. For continuation of directorship of Sri Krishnamoorthy Chandraiah Naik, Non-Executive Director who is 84 years old , Special resolution is placed for members approval.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed.

18. Evaluation of board performance:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board’s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

19. Company’s policy on directors’ appointment and remuneration

The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection ,appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.

20. Statement of declaration given by independent directors under section 149(6)

The company has received the necessary declarations 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 .

21. Particulars of loans, guarantees or investments under section 186

The Company had not given any loans , guarantees during the year 2017-18.

22. Particulars of contracts or arrangements with related parties

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business. There are material significant related party transactions made by the Company . All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors . Form AOC-2 is annexed to this report (Annexure-B).

23. Risk management policy

A special team with senior executives had been formed to assist the Board (a) Overseeing and approving the Company’s enterprise 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 and other risks and there is an adequate risk management infrastructure. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

24. Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy.

25. Extract of Annual Return :

The details forming part of the extract of Annual Return (Form-MGT-9) is annexed to this report (Annexure-C.)

26. Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per 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, 2018 is annexed to this Report (Annexure D).

27. Corporate Governance:

A separate report on Corporate Governance is being enclosed to this report (Annexure -E) a part of the Annual Report along with a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under regulation 34(3) read with Schedule V of SEBI(LODR) Regulations, 2015.

28. Management Discussion and Analysis Report :

Further to comply with regulation 34(2) read with Schedule V of SEBI(LODR) Regulations, 2015, ‘Management Discussion and Analysis ‘ has been annexed to this report (Annexure -F ).

29. Corporate Social Responsibility :

CSR Committee monitors 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 Sri A Kailashnath as Chairman and Smt.D S Sai Leela , Sri P Ramachandra Gowd as members. 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. During the financial year 2017-18 ,the company had to spent Rs.43,80,317 as against this the Company had spent Rs. Rs. 44,22,424.Details of C.S.R. activities are annexed to this report (Annexure - G).

30. Cost Auditors and their Report :

As per section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audits) Rules, 2014 as ammended, the Board of Directors of your Company on recommendation of the Audit Committee appointed M/s. Kapardhi & Associates, Cost Accountants as the Cost Auditors to carry out the cost audit of products of the Company. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of cost auditors by the members has been set out in the notice of 13th Annual General Meeting of your Company.

The cost audit report for the financial report ended 31st March, 2017 issued by M/s Kapardhi & Associates, Cost auditors in respect of various products prescribed under Cost of Audit Rules does not contain any qualification, reservation and the same was filed with the Ministry of Corporate Affairs. The cost audit report for the financial year ended March 31st, 2018 is being submitted shortly.

31. Statutory Auditors:

M/s T. Adinarayana & Co., Chartered Accountants (Registration No.000041S), were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 27^th September, 2017 for a term of five consecutive years. As per the provisions of section 139 of Companies Act, 2013 , the appointment of Auditors is required to be ratified by members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017 enforced on 7^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or any adverse remark.

32. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Geeta Serwani & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Report of the Secretarial Audit Report is annexed to this report (Annexure- H ). The report does not contain any qualification, reservation or any adverse remark.

33. Disclosure as per Sexual Harrassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

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

During the financial year 2017-18, the Company received no complaints on sexual harassment.

34. Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended 31^st March, 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(iv) that the Directors had prepared the accounts for the financial year ended 31^st March, 2018 on a ‘going concern’ basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. Explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in Practice.

There are no qualifications, reservation or adverse remark or disclaimer made by Statutory auditor in his report and Company secretary in practice in the secretarial audit report.

36. 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 affects the financial position of the Company according to the date of financial year and the date of its report .

37. Particulars of Employees:

No employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

38. Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to Median Remuneration
Sri.T.G.Bharath, Chairman & Managing Director	85.64
Sri.A.Kailashnath, Director	0.14
Sri.H.Gurunath Reddy, Director	0.07
Smt.D.S. Sai Leela, Director	0.14
Sri.P.Ramachandra Gowd, Director	0.14
Sri.Krishnamoorthy Chandraiah Naik, Director	0.07

(ii) The percentage increase in remuneration of each Director, Chief financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sri.T.G.Bharath, Chief Executive Officer	25.35%
Smt.V Surekha, Company Secretary	4.51%
Sri.Ifthekhar Ahmed, Chief Financial Officer	41%

(iii) The percentage increase in the median remuneration of employees in the financial year - 5%

(iv) The number of permanent employees on the rolls of Company - 400

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average increase in salaries of employees other than managerial personnel in 2017-18 was 5%. Percentage increase in the managerial remuneration for the year was 60%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES

39. Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels, during the year under review.

For and on behalf of the Board

Sd/-

T.G. Bharath

Place : Kurnool Chairman & Managing Director

Date : 14^th August, 2018 (DIN : 00125087)

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Mar 31, 2016

DIRECTORS’ REPORT

To

The Members

The Directors have pleasure in presenting the Eleventh Annual Report of the Company for the year ended 31^st March, 2016.

Financial Results: ( Rs. in lakhs )

Particulars	2015 - 2016	2014 - 2015
Profit before interest, Depreciation and Tax	4457.54	4712.51
Less : Interest	935.26	1160.97
Depreciation	971.68	975.77
Profit before Tax	2550.60	2575.77
Provision for Taxation & Deferred Income Tax	678.83	638.69
Profit after Tax	1871.77	1937.08
Add: Balance brought forward from previous year	12196.21	10051.56
Other adjustments	(359.47)	207.56
Balance carried forward to next year	13708.51	12196.21

Performance:

During the year the Company achieved turnover of Rs. 38106.37 lakhs against previous year turnover of Rs. 41114.96 lakhs. The profit before tax stood at Rs.2550.60 lakhs as against Rs.2575.77 lakhs for the previous year.

Dividend:

Your Directors have recommended a final dividend of Rs.1.50 (i.e.,15%) per equity share of face value Rs.10/- each for the financial year ended 31^st March,2016 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2015-16 would aggregate Rs.2,20,94387/-. The dividend will be paid to members whose names appear in the Register of Members as on 21.09.2016. The dividend payment date is 25.10.2016.

Scheme of Arrangement:

The Board of Directors of the Company in their meeting held on 19^th September, 2015 approved draft Scheme of Arrangement between Company and its four Wholly Owned Subsidiary Companies. After receipt of NOC from Stock Exchanges BSE and NSE where the shares of the Company are listed, draft scheme was filed with Hon''ble High Court of Judicature at Hyderabad for the State of Telengana and Andhra Pradesh. The draft Scheme of Arrangement was approved by members in the Court convened Extra Ordinary General Meeting with Appointed date as 01.04.2016. Due to technical matters and subsequent developments the Company could not file the Company Petitions. The Board of Directors in their meeting held on 29.08.2016 had decided not to proceed with Scheme of Arrangement as it is not viable due to technical issues in respect of thermal and wind power generation undertakings, legal and tax matters. As per advice of counsels, the Company decided to drop the Scheme of Arrangement by not filing Company Petitions. There are no demerger of any undertakings as per proposed Scheme of Arrangement and status quo continue.

Board Meetings:

During the year 9(nine) Board meeting and 5(five) Audit Committee Meetings were held and the details of which are mentioned in Corporate Governance Report.

Reserves:

During the year the Company had transferred an amount of Rs.93,58,857/- to General Reserves.

Subsidiaries, Joint Ventues and Associate Companies :

As on 31.03.2016 your Company has four Wholly Owned Subsidiary Companies and one Associate Company. As required under SEBI(LODR) Regulations, 2015 and Sec129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the consolidated financial statements of your Company, its subsidiaries and Associate Company are provided in the Annual Report. The Consolidated financial statements have been prepared in accordance with AS 21, Consolidated Financial Statements and AS 23, Accounting treatment of investments of associate companies, issued under the Company(Accounting Rules),2006 which are deemed accounting standards under section 133 of the Companies Act, 2013. The consolidated financial statements have been prepared on the basis of audited financial statements of its subsidiaries and associate company as approved by their respective Board of Directors. The Consolidated financial statement shows the financial resources, assets, liabilities, income, profits and other details of your Company and its subsidiaries after elimination of inter- company transactions and in case of associate accounting for its share of profits by a single entity after eliminating un-realized profits. A separate statement is annexed to the Notes on accounts explaining salient features of the financial statements of the Company and its subsidiaries and associates in AOC-1 (Annexure-A) pursuant to Rule 8(5) (iv) of the Companies (Accounts) Rules, 2014 and the name of subsidiaries and associates of the Company formed/ acquired and /or companies ceased to be subsidiary companies and associate company during the year are provided in (Annexure-B).

Insurance:

All assets of the Company and other potential risks have been adequately insured.

Deposits:

The Company has not accepted any public deposit and as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2016-17.

Directors:

Sri. H.Gurunath Reddy, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Dr. A.H.Praveen, Independent Director resigned from the Board with effect from 30.05.2016 and Sri.A.Kailashnath appointed as Director on 30.05.2016 in casual vacancy caused due to resignation of Dr.A.H.Praveen.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed.

Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI(LODR)Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Board''s functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

Company’s policy on Directors’ appointment and remuneration

The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.

Statement of declaration given by Independent Directors under section 149(6)

The company has received the necessary declarations 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.

Particulars of loans, guarantees or investments under section 186

The Company had not given any loans, guarantees during the year 2015-16. But investments to the extent of Rs.4,00,000/- in wholly owned subsidiary companies were made during the year.

Particulars of contracts or arrangements with related parties

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. Form AOC-2 is annexed as (Annexure-C).

Risk Management Policy

A special team with senior executives had been formed to assist the Board (a) Overseeing and approving the Company''s enterprise 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 and other risks and there is an adequate risk management infrastructure. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy.

Extract of Annual Return :

The details forming part of the extract of Annual Return (Form-MGT-9) is annexed as (Annexure-D.)

Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per 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, 2016 is annexed to this Report (Annexure-E).

Corporate Governance:

A separate report on Corporate Governance (Annexure-F) is being incorporated as a part of the Annual Report along with a Certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under regulation 34(3) and 53(f) read with Schedule V of SEBI(LODR) Regulations, 2015.

Management Discussion and Analysis Report :

Further to comply with regulation 34(3) and 53(f) read with Schedule V of SEBI(LODR) Regulations, 2015, ‘Management Discussion and Analysis ‘has been given as Annexure-G to the Directors’ Report.

Corporate Social Responsibility :

Composition of CSR Committee : CSR Committee reconstituted on 30.05.2016 with Sri A Kailashnath as Chairman and Smt.D S Sai Leela and Sri P Ramachandra Gowd as members. During the financial year 2015-16, the company had spent Rs.2,52,189/- for providing drinking water, Rs.10,90,000 for promotion of education and Rs.2,33,200 towards animal welfare.

Amount to be spent as per section 135 of Companies Act, 2013 - Rs. 32,76,921/-

Total amount spent by Company during financial year - Rs. 15,75,389/-

Cost Auditors:

The Cost Audit under Section 148 of Companies Act, 2013 is carried out in respect of the products of the Company by M/s. Kapardhi & Associates, (M 9488) - Cost Auditor of the Company for the financial year 2014-15 and Cost Audit Report ( Form-I )in XBRL format had been filed with Central Government .

Statutory Auditors:

The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants, Hyderabad, were appointed at the 9^th Annual General Meeting held on 29.09.2014 for a period of 3 years. As per the provisions of Section 139 of Companies Act, 2013 , the appointment of auditor is required to be ratified by members at every Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Geetha Serwani & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Report of the Secretarial Audit Report is annexed herewith as “Annexure-H”.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

During the financial year 2015-16, the Company received no complaints on sexual harassment.

Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended 31^st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(iv) that the Directors had prepared the accounts for the financial year ended 31^st March, 2016 on a ‘going concern'' basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in Practice.

There are no qualifications, reservation or adverse remark or disclaimer made by Statutory auditor in his report and Company secretary in practice in the secretarial audit report.

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 affects the financial position of the Company according to the date of financial year and the date of its report .

Particulars of Employees:

No employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to Median Remuneration
Sri T.G.Bharath , CMD	47.74
Dr. A.H.Praveen , Director	0.12
Sri H.Gurunath Reddy, Director	0.08
Smt. D.Sai Leela , Director	0.12
Sri P.Ramachandra Gowd , Director	0.11
Sri Krishnamoorthy Chandraiah Naik, Director	0.09
Sri N.Ramachandra Rao, Director (up to 15.06.2015)	0.02

(ii) The percentage increase in remuneration of each Director, Chief financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sri T.G.Bharath - Chairman & Managing Director	0%
Sri Ifthekhar Ahmed - Chief Financial Officer	11.68 %
Smt.V Surekha - Company Secretary	6.36 %

(iii) The percentage increase in the median remuneration of employees in the financial year - 5%

(iv) The number of permanent employees on the rolls of Company - 400

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average increase in salaries of employees other than managerial personnel in 2015-16 was 5%. Percentage increase in the managerial remuneration for the year was Nil.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company : YES

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels, during the year under review.

For and on behalf of the Board

Sd/-

T.G. BHARATH

Place : Kurnool Chairman & Managing Director

Date : 29^th August, 2016 DIN : 00125087

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Mar 31, 2015

Dear Members,

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

Financial Results: ( Rs. in lakhs )

Parituculars 2014 - 2015 2013 - 2014

Profit before interest, Depreciation and Tax 4712.51 3581.20

Less : Interest 1160.97 924.13

Depreciation 975.77 1491.08

Prior period adjustments - 0.18

Profit before Tax 2575.77 1165.81

Provision for Taxation & Deferred Income Tax 638.69 422.22

Profit after Tax 1937.08 743.58

Add: Balance brought forward from previous year 10051.56 9307.98

Other adjustments 207.56 0.00

Balance carried forward to 12196.20 10051.56 next year

Performance:

During the year the Company achieved turnover of Rs. 41114.96 lakhs against previous year turnover of Rs. 31169.27 lakhs. The profit before tax stood at Rs.1937.08 lakhs as against Rs.743.60 lakhs for the previous year.

Dividend:

Your Directors have recommended a final dividend of Rs.1.50 (i.e.,15%) per equity share of face value Rs.10/- each for the financial year ended 31st March,15 . The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The total cash outflow on account of dividend on equity shares for the financial year 2014-15 would aggregate Rs.22075034/-. The dividend will be paid to members whose names appear in the Register of Members as on 23.09.2015. The dividend payment date is 26.10.2015.

Board Meetings:

During the year 7(seven) Board meeting and 4(four) Audit Committee Meetings were held and the details of which are mentioned in Corporate Governance Report.

Reserves:

During the year the Company had transfered an amount of Rs.96,85,413/- to General Reserves.

Subsidiaries, Joint Ventues and Associate Companies :

As on 31.03.2015 the Company is not having any subsidiary Companies and Joint venture Companies. Sree Rayalaseema Alkalies and Allied Chemicals Limited is the only Associate Company as per Section 2(6) of Companies Act, 2013.

Insurance:

All assets of the Company and other potential risks have been adequately insured.

Fixed Deposits:

The Company has not accepted any public deposit and as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2015-16.

Directors:

Sri. Krishnamoorthy Chandraiah Naik , Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment . Sri.H.Gurunath Reddy appointed as Director in Casual vacancy with effect from 15.06.2015 and whose term of office will expire on the date of this AGM. The Company has received requisite amount of deposit from a shareholder proposing Sri.H.Gurunath Reddy candidature as Director, whose position is subject to retire by rotation. Necessary resolution along with explanatory statement is placed in the Notice of AGM for your approval.

Sri.P.Ramachandra Gowd will be appointed as Independent Director for a term of 5 years . Necessary resolution is placed in the notice of Annual General Meeting for members approval. Sri.N.Ramachandra Rao ,Independent Director had resigned from the Board with effect from 15.06.2015 .

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report.

Evaluation of board performance

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

Company's policy on Directors' Appointment and Remuneration

The Nomination and Remuneration Committee had been constituted by the Board which ensures the selection, appointment of persons having wide exposure in their respective fields and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Board on the recommendation of the Nomination & Remuneration Committee takes necessary steps and decisions.

Statement of declaration given by independent Directors under section 149(6)

The company has received the necessary declarations 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.

Particulars of loans, guarantees or investments under section 186

The Company had not given any loans , guarantees or made investments during the year 2014-15.

Particulars of contracts or arrangements with related parties

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. FormAOC-1 and AOC-2 are annexed as (Annexure-F).

Risk management policy

A special team with senior executives had been formed to assist the Board (a) Overseeing and approving the Company's enterprise 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 and other risks and there is an adequate risk management infrastructure. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.

Extract of Annual Return :

The details forming part of the extract of Annual Return (Form-MGT-9) is annexed as (Annexure-A.)

Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per 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, 2015 is annexed to this Report (Annexure B).

Corporate Governance:

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 regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement .

Management Discussion and Analysis Report :

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

Corporate Social Responsibility :

The composition of CSR Committee : (1) Smt. D. Sai Leela (2) Dr. A.H. Praveen (3) Sri P. Ramachandra Gowd. During the financial year 2014 - 15, the Company had spent Rs. 3 Lakhs towards providing safe drinking water facility out of total CSR Expenditure to be spent as per section 135 of Companies Act, 2013. The committee is in the process of exploring new projects in this regard. On finalization of the same, the unspent amount will be spent in the current finacial year.

Cost Auditors:

The Cost Audit under Section 148 of Companies Act, 2013 is carried out in respect of the products of the Company by M/s. Kapardhi & Associates, (M 9488) - Cost Auditor of the Company for the financial year 2014-15 and Cost Audit Report (Form-I) in XBRL format had been filed with Central Government .

Statutory Auditors:

The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept office, if re-appointed. Your Directors propose the reappointment of M/s. S.T. Mohite & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The Firm is peer reviewed and holds a peer review certificate.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Geetha Serwani & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure- E ".

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

During the financial year 2014-15, the Company received no complaints on sexual harassment.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

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

(iv) that the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Explanations or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in Practice.

There are no qualifications, reservation or adverse remark or disclaimer made by Statutory auditor in his report and Company secretary in practice in the secretarial audit report.

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 affects the financial position of the Company according to the date of financial year and the date of its report. The Company had promoted four 100% wholly owned subsidiary Companies in the current financial year.

Particulars of Employees:

No employee of the Company is drawing remuneration as prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Particulars of Remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act,2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Ratio to Median Name of the Director Remuneration

Sri.T.G.Bharath, CMD 60.39

Dr.A.H.Praveen, Director 0.12

Sri.N.Ramachandra Rao, Director 0.12

Smt.D.Sai Leela, Director 0.09

Sri.N.Ramachandra Gowd, Director 0.06

Sri.Krishnamoorthy Chandraiah Naik, Director 0.06

(ii) The percentage increase in remuneration of each Director, Chief financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sri.T.G.Bharath, CMD & CEO 150%

Sri.A.Sambasiva Rao, CFO 11%

Smt.V Surekha, Company Secretary 15.39%

(iii) The percentage increase in the median remuneration of employees in the financial year - 5%

(iv) The number of permanent employees on the rolls of Company - 541

(v) The explanation on the relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company :

Particulars Rs. / Lacs

Remuneration of key managerial personnel (KMP)during financial year 2014-15 (aggregated) 134.58

Total revenue 41114.96

Remuneration (as a % of total revenue) 0.33%

(vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

As at As at Particulars Unit 31.03.2015 31.03.2014

Closing rate of share at BSE/NSE Rs. Rs.45/- Rs.21.70/-

EPS Rs. 13.16 5.05

Market capitalization Rs./Lacs 662.25 319.35

Price Earning Ratio Ratio 3.42 4.30

(viii) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average increase in salaries of employees other than managerial personnel in 2014-15 was 5%. Percentage increase in the managerial remuneration for the year was 150%.

(ix) Comparison of the each remuneration of the key Managerial Personnel against the performance of the Company:

Remune- Total Remuneration Name of person ration Revenue as % of total (Rs./lacs) (Rs./lacs) revenue

Sri.T.G.Bharath, CMD & CEO 120.00 41114.96 0.29%

Sri.A.Sambasiva Rao (CFO) 9.19 41114.96 0.02%

Smt.V.Surekha 5.39 41114.96 0.01%

(Company Secretary)

(x) The key parameters for any variable component of remuneration availed by the Directors : No

(xi) The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : NIL

(xii) Affirmation that the remuneration is as per the remuneration policy of the Company : YES

C. Foreign Exchange Earnings and Outgo:

a) Activities relating to exports, initiatives taken to increase Exports, development of new export market for products and services and export plans:

The Company is continuously exploring the new markets for export of its products- Hi-strength Hypo Chlorite, Stable Bleaching Powder, Mono- Chloro Acetic Acid and Sulphuric Acid

b) Total Foreign Exchange used/earned (Rs. in lakhs)

i. Foreign Exchanged earned 17757.44

ii. Foreign Exchange used 4317.94

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders , Government departments and other statutory authorities and others associated with the Company. Your directors also wish to place on record their appreciation for the contributions made by employees at all levels , during the year under review .

For and on behalf of the Board Sd/- T.G. BHARATH Place : Kurnool Chairman & Managing Director Date : 14th August, 2015 DIN : 00125087

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Ninth Annual Report of the Company for the year ended 31st March, 2014.

Financial Results: (Rs. in lakhs)

Particulars 2013-14 2012-13

Profit Before Interest, Depreciation and Tax 3581.20 3789.86

Less : Interest 924.13 789.44

Depreciation 1491.08 1319.94

Loss on sale / Loss due to floods - 0.81

Prior period adjustments 0.18 398.62

Profit Before Tax 1165.81 1281.05

Provision for Taxation & Deferred Income Tax 422.22 351.99

Profit After Tax 743.58 929.06

Add: Balance brought forward from previous year 9307.98 8378.92

Balance carried forward to next year 10051.56 9307.98

Operations:

During the year the Company achieved turnover of Rs. 29670.11 lakhs against previous year turnover of Rs. 29966.76 lakhs. The project relating to 10MW thermal power plant is commissioned during financial year 2013-14.

Dividend:

In view of the need for augmenting resources for on going capex projects, margin for working capital and stabilization of activities, your Directors have decided not to declare any dividend for the year 2013-14.

Risk Management:

All assets of the Company and other potential risks have been adequately insured.

Fixed Deposits:

The Company has not accepted any public deposit and as such, no amount on account of principle or interest on public deposits was outstanding as on the date of the balance sheet.

Preferential allotment of shares :

During the year there is an increase of Rs.49,25,060 in Paid Up Equity Share capital of the Company. The Company had allotted 4,92,506 Equity shares of Rs. 10/- each on 13.07.2013 pursuant to conversion of warrants under 2nd tranche to one of the promoters of the Company under preferential issue as per approvals given by the members and Stock Exchanges.

Listing of Shares:

The Equity shares of your Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2014-15.

Particulars of Employees:

Except Mr T.G. Bharath, Chairman & Managing Director, no other employee of the Company is drawing remuneration as specified under Section 217(2A) of the Companies Act, 1956. Particulars of employees as required under this Section is given as Annexure-A to the Directors'' Report.

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per Section 217(1)(e) of the Companies Act, 1956 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, 2014 is annexed to this Report (Annexure B).

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Corporate Governance:

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 regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement.

Management Discussion and Analysis Report :

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

Directors:

The Company had pursuant to clause 49 of the Listing Agreement entered with Stock Exchanges and Provisions of Companies Act, 2013, Sri N Ramachandra Rao, Dr A.H. Praveen and Smt D. Sai Leela are appointed as Independent Directors. Sri P.T. Reddy had resigned from the Board with effect from 09.04.2014 and Sri D.V. Narendra Babu with effect from 14.08.2014. Sri P Ramachandra Gowd and Sri Krishnamoorthy Chandraiah Naik are appointed as directors who are liable to retire by rotation.

As per section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with these provisions, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the meeting.

Cost Audit

The Cost Audit under Section 233B is carried out in respect of the products of the Company by M/s. Kapardhi & Associates, (M 9488) - Cost Auditors of the Company for the financial year 2012-13 and Cost Audit Report ( Form-I )in XBRL format had been filed with Central Government vide SRN No S29420221 on 26.02.2014.

Auditors:

The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept office, if re-appointed. Your Directors propose the re-appointment of M/s. S.T. Mohite & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The Firm is peer reviewed and holds a peer review certificate.

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your Directors also wish to place on record their appreciation

for the contributions made by employees at all levels, during the year under review.

For and on behalf of the Board

Sd/- T.G. BHARATH Place: Kurnool Chairman & Managing Director Date :14th August, 2014 DIN : 00125087

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Eighth Annual Report of the Company for the year ended 31st March, 2013.

Financial Results: (Rs. in lakhs)

Particulars 2012-13 2011-12

Profit Before Interest, Depreciation and Tax 3789.86 4760.92

Less : Interest 789.44 747.93

Depreciation 1319.94 1198.00

Loss on sale / Loss due to floods 0.81 50.46

Preliminary Expenses written off 4.18

Prior period adjustments 390.62 8.39

Profit Before Tax 1281.05 2751.96

Provision for Taxation & Deferred Income Tax 351.99 931.52

Profit After Tax 929.06 1820.44

Add: Balance brought forward from previous year 8378.92 6626.54

Profit available for appropriation

Balance carried forward to next year 9307.98 8378.92

Operations:

During the year, the Company achieved turnover of Rs. 29966.76 lakhs against previous year turnover of Rs. 24345.89 lakhs. The project relating to 10MW thermal power plant is under advanced stage of implementation & is ready for commissioning in this financial year.

Dividend:

In view of the need for augmenting resources for on going capex projects, margin for working capital and stabilization of activities, your Directors have decided not to declare any dividend for the year 2012-13.

Risk Management:

All assets of the Company and other potential risks have been adequately insured.

Fixed Deposits:

During the year under review, your Company has neither invited nor accepted any deposits from the public . Hence, provisions of section 58A of Companies Act, 1956 are not applicable to the Company for the year.

Preferential allotment of shares :

During the year there is an increase of Rs. 24,33,240 in paid up Equity Share capital of the Company. The Company had allotted 2,43,324 Equity shares of Rs. 10/- each on 30.03.2013 pursuant to conversion of warrants under 1st tranche to one of the promoters of the Company under preferential issue as per approvals given by the members and Stock Exchanges.

Listing of Shares:

The Equity shares of your Company are listed on Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2013-14.

Particulars of Employees:

Except Sri T.G. Bharath, Chairman & Managing Director, no other employee of the Company is drawing remuneration as specified under Section 217(2A) of the Companies Act, 1956. Particulars of employees as required under this Section is given as Annexure–A to the Directors'' Report.

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per Section 217(1)(e) of the Companies Act, 1956 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, 2013 is annexed to this Report (Annexure - B).

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''Going Concern'' basis.

Corporate Governance:

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 regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement .

Management Discussion and Analysis Report :

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

Directors:

Dr A H Praveen and Sri D V Narendra Babu , Directors retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment offer themselves to be re-elected as Directors.

Cost Audit

The Cost Audit under Section 233B is carried out in respect of the product Sulphuric Acid and generation of Power by Sri NVS Kapardhi, (M 9488), Cost Auditor of the Company for financial year 2011-12. As per recent notifications issued by Ministry of Corporate Affairs, Cost Audit Report ( Form-I )in XBRL format had been filed with Central Government vide SRN S20911640 on 25.04.2013 and Compliance Report ( Form-A) vide SRN S20414801 on 28.02.2013.

Auditors:

The Statutory Auditors M/s. S.T. Mohite & Co., Chartered Accountants, Hyderabad, retire at the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept office, if re-appointed . Your Directors propose the reappointment of M/s. S.T. Mohite & Co., as Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company. The Firm is peer reviewed and holds a peer review certificate .

Acknowledgements:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Customers, Banks, Suppliers, Shareholders, Government departments and other statutory authorities and others associated with the Company. Your Directors also wish to place on record their appreciation for the contributions made by employees at all levels, during the year under review.

For and on behalf of the Board

Sd/-

Place : Kurnool T.G. BHARATH

Date : 30th May, 2013 Chairman & Managing Director

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Mar 31, 2010

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

Financial Results: (Rs. in lakhs)

Parituculars 2009 - 2010 2008 - 2009

Profit before interest, Depreciation and Tax 3876.63 3629.31

Less : Interest 884.87 401.68

Depreciation 943.36 545.97

Loss on sale / impairment of assets 9.83 174.67

Preliminary Expenses written off 2.98 2.98

Prior period adjustments 59.83 -9.24

Profit Before Tax 1975.76 2513.25

Provision for Taxation 1632.51 990.53

Profit after Tax 343.25 1522.72

Add: Balance brought forward from previous year 2794.84 1272.12

Balance carried forward to next year 3138.09 2794.84

Operations:

During the year the Company achieved a turnover of Rs.17432 lakhs against previous year turnover of Rs.20857 lakhs. Your Company is proposing to manufacture HDPE drums which will be used for packing requirements of exports of the Company. Further, it is proposed to expand Hypo Chlorite Plant with 3 streams of approximately 6600 MTs each.

In view of the strengthening and stabilization of activities and augmentation of working capital requirements for increased activities and bank borrowings, your Directors have decided not to declare any dividend for the year 2009-10.

Floods :

In October 2009, due to heavy floods in Kurnool, the flood water have entered into the factory and part of inventory, machinery etc. were damaged. The operations of the factory have come to stand still for about 35 days. Since the risks of assets, stocks and profits are covered by the insurance policies, the Company has preferred claims with insurance Company.

Risk Management:

All assets of the Company and other potential risks have been adequately insured.

Fixed Deposits:

The Company has not accepted any Fixed Deposits during the year as per Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Preferential allotment of shares :

During the year there is an increase of Rs. 26,65,000 in paid up Equity Share capital of the Company. The Company had allotted 2,66,500 Equity shares to one of the promoters of the Company as per approvals by the members and Stock Exchanges. These shares were listed on Bombay Stock Exchange on 22/02/2010 and National Stock Exchange on 09/02/2010.

Listing of Shares:

The Equity shares of your Company are listed at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has paid the Annual Listing fees to each of these Stock Exchanges for the financial year 2010-2011.

Particulars of Employees:

Except Sri T.G. Bharath, Chairman & Managing Director, no other employee of the Company is drawing remuneration as specified under Section 217(2A) of the Companies Act, 1956. Particulars of employees as required under this Section is given as (Annexure – A ) to the Directors’ Report.

Particulars of Energy conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Information as per Section 217(1)(e) of the Companies Act, 1956 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, 2010 and is annexed to this Report (Annexure - B).

Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(i) that the preparation of the accounts for the financial year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

Corporate Governance:

A report on the Corporate Governance Code alongwith a Certificate from the Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement (Annexure - C) and also the Management Discussion and Analysis Report are annexed to this Report (Annexure - D).

Directors:

Sri A.H. Praveen and Sri D.V. Narendra Babu retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment offer themselves to be re-elected as Directors.

Cost Audit

The Cost Audit under Section 233B of Companies Act, 1956 is carried out in respect of the product Sulphuric Acid by M/s. Kapardhi & Associates, Cost Auditor of the Company. The Company has complied with Company Law Board’s Order No. F.No/52/258/CAB-2000, dated 13.08.2007 and all the applicable provisions of the Companies Act, 1956.

Auditors:

M/s. S.T. Mohite & Co., Chartered Accountants, ( ICAI Regn No. 011410S ) Hyderabad, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The firm is peer reviewed and hold a Peer Review Certificate issued by ICAI.

Acknowledgements:

Your Directors wish to express their gratitude to State Bank of Hyderabad, Government Departments, Project and Technical Consultants for their continued support and to all the employees of the Company for their devoted and loyal services.

For and On behalf of the Board



Sd/-

Place : Kurnool T.G. BHARATH

Date : 25.08.2010 Chairman & Managing Director