Your Directors hereby present the 47th Annual Report together with the Audited Accounts of the
Company for the financial year ended 31st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial highlights for the current year in comparison to the previous year are as under:

Amount in Lakhs

During the financial year 2023-24, the Company has reported a total income of Rs. 4.17 Lakhs
as compared to Rs. 1.03 Lakhs in the previous year resulting in a Loss of Rs. (34.32) Lakhs
compared to Rs. (169.40) Lakhs in the previous year.

2. CHANGE IN NATURE OF BUSNIESS:

There is no change in the nature of business of the Company. Based on the experience gained,
the Company has explored various avenues such as supply of designs, drawings and trading
operations of Garcinia, Curcumin and essential oils. During the year supply of designs and
drawings activities including Civil construction works have been carried on by the Company.

3. DIVIDEND:

In view of the accumulated losses, your Directors did not recommend any dividend for the financial
year ended 31st of March, 2024.

4. TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves during the period under review.

5. EXTRACT OF ANNUAL RETURN:

Copy of the Annual Return is available on the website of the Company at www.tmtindia.in.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED
OR HAVE RESIGNED DURING THE YEAR:

The following changes took place during the year:

• Re-appointment of Mr. Venu Krishna Kishore Babu Pasam as Whole Time Director of the
Company:

During the Financial Year 2023-2024, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have reappointed Mr. Venu Krishna
Kishore Babu Pasam (DIN: 06734586) as whole Time Director of the Company with effect from
1st of June, 2023 for a period of three (3) years at their meeting held on 30th of May, 2023 and
the said reappointment was approved by members of the Company at their Annual General
Meeting held on 30th of September, 2023.

Except the above changes, there are no changes in the office of Directors or in the office of Key
Managerial Personnel during the reporting period stated.

Further post Closure of Financial Year, following changes took place in the office of Directors
and Key Managerial Personnel in the Company:

• " Appointment of Ms. Sonam Jain as the company secretary and compliance officer of the
Company:

Further post closure of the Financial year, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have appointed Ms. Sonam Jain
as Company secretary and compliance officer of the Company with effect from 25th April, 2024
at their meeting held on 25th April, 2024.

• " Appointment of Mr. Mahipal Reddy Saddi (DIN: 02103315) as independent director of the
Company:

Further post closure of the Financial year, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have appointed Mr. Mahipal Reddy
Saddi (DIN: 02103315) as Independent Director of the Company for a period of 5 years with
effect from 14th August, 2024 subject to approval of shareholders of the Company and accordingly
resolution proposing approval of shareholders is included along with the notice convening the
Annual General Meeting.

The details of various committees of the Board are given as Annexure - I and forms part of this
report.

7. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed
a policy for selection and appointment of Directors and Senior Management personnel and fixes
their remuneration. The detailed Nomination and Remuneration Policy is displayed on the
Company's website viz. www.tmtindia.in.

8. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

This Company does not have any Subsidiaries, Associates or Joint Ventures.

9. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was
outstanding as on the date of the Balance sheet.

10. STATUTORY AUDITORS:

M/s. Satish Ramdeni & Co., (FRN: 015229S), Chartered Accountants, Hyderabad were appointed
as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of
46th Annual General Meeting till the conclusion of 51th Annual General Meeting of the Company.
Further Satish Ramdeni & Co., (FRN: 015229S), Chartered Accountants have confirmed their
eligibility to continue as Statutory Auditors of the Company for the FY 2024-25.

The Independent Auditors report given by M/s. Satish Ramdeni & Co., (FRN: 015229S), Chartered
Accountants, Statutory Auditors of the Company on the Financial Statements of the Company
does not contain any qualification, reservation or adverse remark.

11. REPORTING OF FRAUDS.

During the year under review, there was no instance of fraud, which required the Statutory Auditors
to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act,
2013 and the rules made thereunder.

12. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s.
Sateesh & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors for Financial
Year 2024-25.

13. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
M/s. P. S. Rao & Associates, Practicing Company Secretaries, Hyderabad to conduct Secretarial
Audit for the Financial Year 2023-24. The Secretarial Audit Report, pursuant to Section 204 (1)
of the Companies Act, 2013, for the Financial Year ended 31st of March 2024, is given in
Annexure- II attached hereto and forms part of this Report.

Reply to qualification in Secretarial Audit Report:

1. The Company appointed Company Secretary as the Compliance Officer of the Company
after delay of 25 days from date of resignation of Existing Company Secretary, which is
violation of Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company couldn't get an eligible candidate to appoint as compliance officer of the company
and hence the delay. However, after the closure of financial year, Company has appointed Ms.
Sonam jain as Company Secretary and compliance officer of the company with effect from 25th
April, 2024.

14. MEETINGS OF BOARD OF DIRECTORS

The number of Board meetings held during the period from 01st of April, 2023 to 31st of March,
2024 were 04 (four) and the gap did not exceed 120 days.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence
as laid down under Section 149 of the Companies Act, 2013 which have been relied on by the
Company and were placed at the first Board Meeting of the financial year.

The details of familiarization programme imparted to independent Directors is available at
www.tmtindia.in

Meeting of Independent Directors

During the year under review, the Independent Directors met on 13th February, 2024 inter alia,
to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a
whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees, Security provided and Investments made during the Financial
Year ended 31st March, 2024 is given in compliance with the provisions of Section 186 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and
the same is provided in the notes to financial statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties as specified in Section 188 (1) of
the Act during the Financial Year 2023-24, except the transactions in the ordinary course of
business and at arm's-length basis.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained /received
from the operating Management, your Directors make the following statement and confirm that

(i) in the preparation of Annual Accounts for the financial year ended 31st March, 2023, the
applicable accounting standards have been followed along with the proper explanation
relating to material departures, if any, there from;

(ii) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are 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 the loss of the
Company for that period

(iii) 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.

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) 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 efficiently.

(vi) 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.

19 MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE
COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH
IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has risk management mechanism in place which mitigates the risk at appropriate
situations and there are no elements of risk, which in the opinion of Board of Directors may
threaten the existence of the Company.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016.

During the year under review, the Company has not filed any application or no proceeding is
pending against the Company under the Insolvency and Bankruptcy Code, 2016.

22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, the Company has not made any one-time settlement while taking
any loans from the Banks or Financial Institutions.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower Policy &
Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligation and Disclosure Requirements), Regulations, 2015 for reporting the genuine
concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's
code of conduct. The said Mechanism is established for Directors and employees to report their
concerns. The policy provides the procedure and other details required to be known for the
purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company
are posted on the website of the Company www.tmtindia.in.

24. PERFORMANCE EVALUATION:

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the annual performance evaluation of the Directors individually
vis-a-vis the Board and its committees have been carried out.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement
and contribution, independence of judgments, safeguarding the interest of the Company and its
minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors. The Directors expressed their satisfaction with the evaluation
process.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings
and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are given as Annexure -III and forms part of this report.

26. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is herewith annexed as Annexure-IV to this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements), Regulations,
2015, a report on Management Discussion& Analysis is herewith annexed as Annexure -V to
this report.

28. CORPORATE GOVERNANCE:

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/
POLICY CELL/7/2014 dated 15^th September, 2014 and as such this disclosure is not applicable.

29 ELECTRONIC CONNECTICITY WITH DESIGNATED DEPOSITORY:

The Company has electronic connectivity with the depository i.e., NSDL & CDSL and the ISIN of
the Company is INE182E01010. The members are requested to avail the facility and lodge their
shares for Demat.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control systems
comprising of policies and procedures designed to ensure reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations, and that all assets and resources are acquired are used
economically.

31. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act,
2013 regarding Corporate Social Responsibility.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

33. MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under
subsection (1) of section 148 of the Companies Act, 2013.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during
the year:

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

35. INSIDER TRADING REGULATIONS:

The Company has adopted an 'Code of Conduct to Regulate, Monitor and Report Trading by
Insiders' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such
Designated Employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Company's website viz. www.tmtindia.in.

36. ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from regulatory, government authorities,
Bankers, staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD
For TMT (India) Limited

Sd/-

T G Veera Prasad

Place : Hyderabad Chairman & Managing Director

Date : 14.08.2024 (DIN: 01557951)