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.

Financial Snapshot

Results of Operations and the
State of Company’s Affairs

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 H 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 H8,7I6 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
H 16,818.05 Million and an EBITDA of around H3,829.63 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 H 14,301
Million, while the Equipment business achieved revenues of
H2,157 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 H 16,818.05 Million
from H 15.149.19 Million last year, marking a significant increase.The
profit before tax was H2,591.98 Million compared to H2,469.73
Million in the previous year. After taxes, our net profit amounted
to H2,001.20 Million, up from H 1,938.57 Million last year, with a
slight variation of H 62.63 Million this year. Our total assets under
management have also grown, reaching H20,952.02 Million from
H 18,901.39 Million last year. On our standalone basis, total income
stood at H 9,507.40 Million, up from H7,658.20 Million last year. The
profit before tax increased to H2,304.57 Million from H 1,637.78
Million and after taxes, the net profit increased to H 1,759.24
Million from H 1,265.01 Million last year. The total assets under
management also grew to H 15,558.65 Million from H 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.

Dividend and its Distribution
Policy

The Board of Directors have recommended a final dividend of
H2 (Rupees Two) per equity share i.e., 20% on the Equity Shares
of the Company of the face value of H10 (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.

Operations

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.

Human Resources

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.

Business Responsibility &
Sustainability Report

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 intra¬
company 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.

Particulars of Conservation of
Energy, Technology Absorption,
Foreign Exchange Earnings and
Outflow

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.

Corporate Social Responsibility

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

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.

Internal Control Systems

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 geo¬
political 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.

Consolidated Financial Statements

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.

Share Capital and Changes in
Capital Structure

As on March 31, 2025, the total paid up Equity share capital of
your Company is H 665.35 Million divided into 6,65,35,492 equity
shares of H 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 H 1,050 Million (Rupees One Thousand Fifty Million)
divided into 7,00,00,000 (Seven Crore) equity shares of H 10/-
(Rupees Ten) each and 3,50,00,000 (Three Crore Fifty Lakh)
preference shares of H 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 H 10/- (Rupees
Ten) each amounting to H 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
H 1,050 Million (Rupees One Thousand Fifty Million) divided into
10,50,00,000 (Ten Crore Fifty Lakh) equity shares of H 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.

Transfer to General Reserves

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.

Employee Stock Option Scheme
- 2011

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.

Deposits

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.

Subsidiaries, Joint Ventures and
Associate Companies

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.

Related Party Transactions

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.

Inter-Corporate Loans and
Investments

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.

Annual Return

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.

Credit Rating

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:

Board Meetings

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.

Committees of the Board

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.

Directors

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: Non¬
Executive 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 Non¬
Executive 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 re¬
appointment 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 Self¬
Assessment Test, as may be applicable.

Key Managerial Personnel

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 Non¬
Executive 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.

Board Evaluation

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.

Nomination & Remuneration
Policy

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

Vigil Mechanism And Whistle
Blower Policy

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.

Prevention of Sexual Harassment
of Women at Workplace

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.

Particulars Of Employees And
Related Disclosures

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

Material Changes

And Commitments

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.

Corporate Governance

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.

Statutory Auditors and Their
Audit Report

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.

Cost Auditors

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.

Secretarial Auditors

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.

Compliance of Secretarial
Standards

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.

Directors’ Responsibility Statement

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.

General Disclosures

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.

Acknowledgements

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.

On behalf of the Board of Directors

Sd/-

Madan Mohan Mohanka

Place: Kolkata Chairman

Date: May 15, 2025 DIN: 00049388