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TGV Sraac Ltd			Industry : Chlor Alkali / Soda Ash


BSE Code:	507753	NSE Symbol:	SREERAYALK	P/E(TTM):	14.84

ISIN Demat:	INE284B01028	Div & Yield %:	1.03	EPS(TTM):	6.53

Book Value(Rs):	101.3821858	Market Cap ( Cr.):	1038.02	Face Value(Rs):	10

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Dear Members,

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

1. Operations

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

2. Division / Segment Wise Performance

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

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

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

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

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

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

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

3. Outlook for the Current Year

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

FINANCIAL RESULTS (Rs. in Lakhs)

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

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

4. Capital Expenditure

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

5. Prepayment of Loans

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

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

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

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

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

8. Business Responsibility and Sustainability Report (BRSR)

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

"Annexure – L".

9. Safety and Environment

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

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

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

10. Dividend Distribution Policy

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

11. Listing Fees

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

12. Insurance

Assets of the Company are adequately insured.

13. Fixed Deposits

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

14. Directors and Key Managerial Personnel (KMP)

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

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

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

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

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

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

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

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

16. Web-link of Annual Report

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

17. Change in Nature of Business

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

18. Industrial Relations

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

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

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

20. Directors' Responsibility Statement

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

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

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

22. Management Discussion and Analysis Report

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

23. Statutory Auditors

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

24. Cost Audit

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

Disclosure on maintenance of Cost records

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

25. Audit Committee

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

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

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

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

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

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

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

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

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

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

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

31. Particulars of Contracts or Arrangements made with Related Parties

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

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

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

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

During the year Nomination and Remuneration Committee was Reconstituted on 07.11.2022 with Ms Geeta Ramesh Serwani as Chairperson and Ms. M. Sridevi, Ms S. Hima Bindu as Members to comply with provisions of SEBI (LODR) Regulations, 2015. The committee will meet periodically and also as and when required to recommend to the Board regarding Appointment / Re-appointment and Fixation of Remuneration to Whole-time / Executive / Non-Executive Directors to comply with Statutory Provisions. Further, to meet the future requirements of the company, it ensures maintenance of relevant data bank and deal with related matters in its meetings. The committee will also review the policy and procedures and its modification to suit changing provisions as and when required.

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

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

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

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

35. Secretarial Auditor

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

"Annexure – K" to this report.

Compliance with Secretarial Standards

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

Annual Secretarial Compliance Report

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

36. Annual Return in Form MGT-9 format

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

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

37. Subsidiaries, Joint Ventures and Associate Companies

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

38. Declaration of Independent Directors

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

39. Evaluation

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

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

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

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

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

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

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

41. Vigil Mechanism

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

42. Investor Education and Protection Fund (IEPF)

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

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

CRPS Dividend :

Financial Year	CRPS Divi- dend Declared (%)	Date of declaration of Dividend on CRPS	Last date for claiming unpaid divi- dend/ amount	Unclaimed Dividend / Amount) as on 31.03.2023(Rs.)	Due date for transfer to IEPF Account
01.04.2002 to 31.03.2016 (14 years)	@ 0.01 per year	27.09.2016	03.11.2023	33,294.00	03.11.2023

Fractional Shares Entitlement

Financial Year	Fractional Shares entitlement	Date of payment/ declaration	Last date for claiming unpaid amount	Unclaimed Amount (Rs.) as on 31.03.2022	Due date for transfer to IEPF Account
2016-17	Rs. 39/- per share	27.01.2017	04.03.2024	23,907.00	04.03.2024

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

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

(*) RI means Resident Indian

(*) NRI means Non-Resident Indian

43. Acknowledgement

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

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

On behalf of the Board of Directors

	Sd/-	Sd/-
	CA K. KARUNAKAR RAO	N. JESVANTH REDDY
Place : Hyderabad	Executive Director & CEO	Executive Director (Technical)
Date : 14^th August, 2023	(DIN : 02031367)	(DIN: 03074131)