Tega Industries Ltd

Dear Members,

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

(Rs. in Million)

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

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

During the year under review, your Company demonstrated steady progress, strengthening its position as a key Indian manufacturer of high-quality consumables for the global mining industry. We have witnessed robust sales growth across all regions, reflecting the effectiveness of our strategies and the value we provide for our customers. Despite ongoing geopolitical and economic volatility - the Russia Ukraine, the Israel Hamas wars along with the wave of tariffs and protectionist measures led by the US, leading to a disruption in the global trade flow, your Company maintained a steady operational performance, driven by strategic export growth and continued focus on innovation as well as customer satisfaction. A significant portion of our products and solutions are customized for the gold and copper mines, both have a robust demand. Gold being a safe-haven asset and a portfolio diversifier. Copper's natural properties, from its durability to high conductivity, make it the material of choice for the green transition contributing to solutions for modern climate challenges. Our customers include the top Global Mines and we have a strong order book of Rs. 10,292 million as on March 31, 2025, out of which, executable orders are around 60%, within one year. Our association with Europe's largest copper mine, for the supply, installation and management of Tega's products for the mineral processing plant is progressing as per our expectations.

We acquired TMML in early 2023, it has now been fully integrated with your Company and is geared up to meet established goals.The efforts made over the last two years have started yielding results. TMML successfully commissioned operations at the prestigious project of Hutti Gold Mine and was awarded a contract as part of a consortium, from NMDC, India's largest iron ore producer, for a new 7 MTPA iron ore screening and beneficiation plant. The contract, which includes design, engineering, manufacture, supply, erection, testing, and commissioning on a turnkey basis, is valued at approximately RS. 8,7I6 million (inclusive of taxes). TMML's share in the contract is HI, 199 million (inclusive of taxes). The group synergies and focused approach has helped TMML to increase the EBITDA margins, profitability and gain confidence from stakeholders including employees, bankers, vendors, and customers.

The Financial Year 2024-25 has been significant for your Company, marked by record total revenues of approximately Rs. 16,818.05 Million and an EBITDA of around RS. 3,829.63 Million. Despite navigating a dynamic operating environment, your Company delivered exceptional results, showcasing resilience and adaptability. The Consumables business saw a notable growth of 10.8% over the previous year, reaching revenues of Rs. 14,301 Million, while the Equipment business achieved revenues of RS. 2,157 Million, representing a growth of 4.6 % over FY 2023-24 year on year basis. Although supply chain challenges persisted, your Company proactively managed them, albeit with some impact on transportation delays and inventory. Without these challenges, your Company revenues could have been even higher, showcasing your Company potential for further growth. Your Company's commitment to addressing supply chain issues and closely monitoring market movements underscores its dedication to supporting customers. Your Company's growth reflects its positive momentum and confidence as reposed by its investor. Overall, your Company has not only demonstrated resilience but also positioned itself for continued success in the upcoming financial year.

Your Company's total consolidated income was Rs. 16,818.05 Million from Rs. 15.149.19 Million last year, marking a significant increase.The profit before tax was RS. 2,591.98 Million compared to RS. 2,469.73 Million in the previous year. After taxes, our net profit amounted to RS. 2,001.20 Million, up from Rs. 1,938.57 Million last year, with a slight variation of Rs. 62.63 Million this year. Our total assets under management have also grown, reaching RS. 20,952.02 Million from Rs. 18,901.39 Million last year. On our standalone basis, total income stood at Rs. 9,507.40 Million, up from RS. 7,658.20 Million last year. The profit before tax increased to RS. 2,304.57 Million from Rs. 1,637.78 Million and after taxes, the net profit increased to Rs. 1,759.24 Million from Rs. 1,265.01 Million last year. The total assets under management also grew to Rs. 15,558.65 Million from Rs. 14,543.67 Million last year. These numbers show your Company's strong financial performance and ability to seize growth opportunities.

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

The Board of Directors have recommended a final dividend of RS. 2 (Rupees Two) per equity share i.e., 20% on the Equity Shares of the Company of the face value of RS. 10 (Rupees Ten) each for the Financial Year ended March 31, 2025, subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

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

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

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

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

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

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

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

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

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

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

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

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

Besides promoting education, your Company also strengthened rural livelihoods by empowering women and advancing environmental sustainability through innovative, community led initiatives. In Kalyani, a Self-Help Group (SHG) was formed and trained, to convert invasive water hyacinth into eco-friendly products like diaries, pen stands, utility boxes, handmade paper etc. This initiative created an alternative livelihood to rural women and promoted restoration of local water bodies. It also received recognition from local authorities and was showcased at district-level events. Plantation of more than 6,400 fruit trees and rejuvenation of more than 30 ponds was completed at ecologically sensitive areas of Sundarbans contributing to groundwater recharge, increased biodiversity and climate change mitigation.

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

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

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

Risk Management at your Company forms an integral part of Management focus. The Risk Management Policy of the Company, which is approved by the Risk Management Committee of the Board (‘RMC') and the Board of Directors, provides the framework of Enterprise Risk Management (‘ERM') by describing mechanisms for the proactive identification as well as prioritization of risks based on the scanning of the external environment. The ERM framework identifies, evaluates, manages and reports risks arising from the Company's operations and exogenous factors. The Company has deployed both bottom-up and top-down approaches to drive enterprise-wide Risk Management. The Leadership Team as well as the RMC identifies and assesses long-term, strategic and macro risks for the Company. The RMC oversees the Risk Management process in the Company. The RMC is chaired by an Independent Director.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

for_Determining Material_Subsidiaries.pdf.

During the year under review:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Board of Directors of your Company recommends the reappointment of the above Director.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As per Section 148 of the Act, your Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Accordingly, the Board of Directors of your Company has on the recommendation of the Audit Committee on May 15, 2025, approved the appointment of M/s. Mani & Co. as the Cost Auditors of your Company for the Financial Year ended March 31, 2026. As required under the Act, a resolution seeking ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting for FY 2025-26.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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