Tatia Global Venture Ltd

Dear Members,

Your Board of Directors (the "Board") has the pleasure of presenting the 30^th Annual Report on the business and operations of Tatia Global Vennture Limited (the "Company") along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

The standalone and consolidated financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA). Key highlights of the financial performance of your Company for the FY 2023-24 have been summarized below.

(In Lakhs)

2. BUSINESS OPERATIONS / STATE OF COMPANY'S AFFAIRS

During the year under review, the Company has made a standalone profit of Rs.62.23 lakhs for FY 2023-24 as compared to standalone profit of Rs.438.07 lakhs for FY 2022-23. Similarly, your Company has made a consolidated profit of Rs.61.68 lakhs for FY 2023-24 as compared to consolidated profit of Rs.439.31 lakhs for FY 2022-23.

3. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of your Company, during the year under review.

4. DIVIDEND

To conserve resources for future operations, the Board has decided not to declare any dividend for FY 2023-24.

5. TRANSFER TO RESERVES

Your Company proposes to transfer standalone profit of Rs.62.23 lakhs and consolidated profit of Rs.61.68 lakhs to the General Reserve.

6. CORPORATE GOVERNANCE

a) Corporate Governance Philosophy

Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Company's philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The Board plays a central role in upholding and guiding this governance framework.

b) Board Diversity Your Company recognizes the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, which will help us retain our competitive advantage. The Policy on Board Diversity adopted by the Board sets out its approach to diversity, which is available on our website at www.tatia.co.in. Additional details on Board diversity is available in the Report on Corporate Governance that forms part of this Annual Report.

c) Board Composition and Key Managerial Personnel (KMP) The composition of the Board of Directors of your Company confirms with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") and Section 149 of the Companies Act, 2013 (the "Act").

As on the date of the report, the Board of Directors comprises of four Directors, further classified into one Executive Director and three Non-Executive Directors out of which two are Independent Directors. Further, out of the two Independent Directors, one is an Independent Woman Director. The Chairman of the Board is a Promoter-Executive Director.

As on the date of the report, your Company has the following Key Managerial Personnel (KMP).

• Mr. S.P. Bharat Jain Tatia – Managing Director

• Ms. Namrata Parekh – Chief Financial Officer

• Mr. Madhur Agarwal – Company Secretary and Compliance Officer

d) Changes in Director and KMP

During the year under review and between the end of FY 2023-24 and the date of this report, following changes have occurred in the composition of Board and KMP:

• Appointment of Mr. Ramakrishnan Manikandan, DIN:10255324, as Non-Executive Independent Director of the Company w.e.f February 08, 2024, for an initial term of five consecutive years up to February 07, 2029.

• Cessation of Mr. Arun Kumar Bafna as Non-Executive Independent Director of the Company with effect from the close of business hours on March 31, 2024, upon completion of his second tenure as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

• Resignation of Ms. Niharika Goyal (ACS:61428) from the position of Company Secretary and Compliance Officer with effect from closing of business hours on July 15, 2024.

• Appointment of Mr. Madhur Agarwal (ACS:72821) as Company Secretary and Compliance Officer with effect from July 16, 2024.

The appointment of Mr. Ramakrishnan Manikandan, DIN:10255324, as an Independent Director of the Company for an initial term of five consecutive years starting from February 08, 2024, was approved by the Members of the Company, on March 13, 2024, with requisite majority. Mr. Ramakrishnan Manikandan possesses the requisite expertise, integrity and experience (including proficiency) as a Director on the Company's Board. The resignation tendered by Ms. Niharika Goyal vide letter dated July 09, 2024, was noted by the Board in its meeting held on July 15, 2024. In the same meeting, the Board unanimously resolved to appoint Mr. Madhur Agarwal (ACS:72821) as Company Secretary and Compliance Officer w.e.f July 16, 2024. According to the provision of Section 152(6) of the Act, Mr. S.P. Bharat Jain Tatia, Managing Director, DIN:00800056, is liable to retire by rotation and being eligible, offers themselves for re-appointment. Based on the result of performance evaluation, recommendation of the Nomination and Remuneration Committee and subject to the approval of Members in the 30^th AGM, the Board approved his re-appointment in its meeting held on August 30, 2024, and recommends the same to the Members. A resolution seeking Members' approval for his re-appointment along with other required details forms part of the Notice of 30^th AGM.

e) Number of meetings of the Board The Board met five times during FY 2023-24. The details of such meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days (120 days), as prescribed under the Act.

f) Separate Meeting of the Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 08, 2024.

The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors;

• Performance of the Board as a whole;

• Performance of Chairperson of the Company considering the views of executive directors and non-executive directors;

• Assessment of the quality, quantity, and timeliness of the flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

• Any unethical behavior, actual or suspected fraud or violation (if any) of the Company's code of conduct.

g) Manner and Criteria of formal annual evaluation of Board's performance and that of its Committees and Individual Directors In terms of the requirements under the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a criterion for evaluation of the performance of Board as a whole, individual Directors, Chairman and the Board Committees. The criteria covers the areas relevant to the functioning of the Board and its Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

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 judgment, safeguarding the interests of the Company and its minority shareholders, etc. Accordingly, the Board and the NRC of your Company have carried out the performance evaluation during the year under review.

h) Board Committees Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board of Directors has constituted various committees of the Board which are:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

Details of composition, terms of reference, number of meetings and attendance of Members in these Committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

i) Recommendations made by Board Committee's The Board, during the year under review, has accepted all recommendations made to it by its Committee's including Audit Committee.

j) Composition of Audit Committee The composition of the Audit Committee, as on March 31, 2024, is given below:

k) Declaration by Independent Directors The Company has received the necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(7) of the Act and Regulation 16 and 25 of the SEBI Listing Regulations.

All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as per Schedule IV of the Act.

l) Compliance with Secretarial Standards During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

m) Criteria/Policy on Director's Appointment and Remuneration The Board and Nomination and Remuneration Committee has framed a policy/criterion for selection and appointment of Directors, Key Managerial Personnel and Senior Executives including qualifications, positive attributes, independence of a director, remuneration, and other matters provided under Section 178(3) of the Act and the SEBI

Listing Regulations.

The Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and teamwork, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The Policy emphasizes on promoting talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The Policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. Pursuant to Section 134(3) of the Act, the detailed nomination and remuneration policy of the Company which lays down the criteria, is available on the Company's website at https://www.tatia.co.in/files/policies.php. Mr. S.P. Bharat Jain Tatia, Chairman and Managing Director, has foregone his salary for FY 2023-24.

n) Code of Conduct for Board of Directors and Senior Management The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Mr. S.P. Bharat Jain Tatia, Managing Director, and forms part of this Annual Report. It has been uploaded on the website of the Company and can be accessed at www.tatia.co.in.

o) Risk Management The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Company's process and policies for determining risk tolerance and reviews management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

The Risk Management Policy of the Company is available on our website www.tatia.co.in.

p) Board Policies The details of the policies approved and adopted by the Board are provided in the Report on Corporate Governance that forms part of this Annual Report.

q) Statutory Compliance The Company has been adopting the policies and requirements as mandated under various statutes to the extent and as far as possible and shall always strive to abide by the laws and by-laws as applicable.

7. DISCLOSURE / ANNEXURES

a) Annual Return

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the annual return on its website and can be accessed at http://tatia.co.in/files/investors.php.

b) Report on Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the principle that an organization's corporate governance is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance along with a certificate from M/s. Darpan & Associates, Statutory Auditor, regarding compliance of the conditions of the corporate governance, as stipulated under Schedule V of the SEBI Listing Regulations is attached herewith as Annexure-F to this report.

c) Certificate of Non-Disqualification of Directors Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2024, obtained from M/s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is annexed as Annexure-H to this report.

d) Management Discussion and Analysis Report The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is attached as Annexure-A to this report.

e) Certificate by CFO

Ms. Namrata Parekh, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate by CFO is herewith attached as Annexure-B to this report.

f) Related Party Transactions All related party transactions during FY 2023-24 were in the ordinary course of business and at an arm's length basis. During FY 2023-24, the Audit Committee reviewed on quarterly basis, the related party transactions of the Company for which prior approval was accorded by the Members in the 29^th AGM held on September 27, 2023.

The particulars of contracts or arrangements or transactions with related parties during FY 2023-24, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-D to this report.

Related party transactions during FY 2023-24 were in compliance with the Act, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statement.

Further, there were no materially significant Related Party Transactions entered into by the Company during the year under review, which may have potential conflict with the interest of the Company at large. There were no pecuniary relationships or transactions entered by the Independent Directors with the Company during the year under review.

g) Managerial Remuneration and Employee Related Disclosures In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-C.

h) Conservation of energy

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment.

Your Company constantly evaluates new technologies and invest to make its infrastructure more energy efficient. Currently, your Company uses LED lights and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy-efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

ii. The steps taken by the Company for utilizing alternate sources of energy- Nil

iii. Capital investment on energy conservation equipment-Nil

i) Technology absorption, adoption and innovation

i. Efforts made towards technology absorption: As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis and investing in additional links with adequate bandwidth to connect to clients across the globe.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

• Technology Imported: Nil

• Year of Import: Nil

• Whether the technology has fully been absorbed: Nil

• If not fully absorbed, area where absorption has not taken place and reason thereof: Nil

iv. Expenditure incurred on Research and Development: NA

j) Particulars of loans, guarantee, or investments under Section 186 of the Companies Act, 2013

Details of loans, guarantee or investments during FY 2023-24 under the provisions of Section 186 of the Act read with applicable rules made there under and the required details have been disclosed in Note No. 2, 3 and 4 of the standalone financial statements forming a part of this Annual Report.

Further, your Company has not given any guarantee during FY 2023-24. The following investments were held by your Company as on March 31, 2024.

As on March 31, 2024

k) Foreign Exchange Earnings and Outgo

l) Material changes and commitments

During the year under review, there has been meager material changes effecting the financial position of the Company. The Company has granted an interest rate of minimum 9% on the outstanding amounts of the clients/parties in FY 2023–24. There have been no material changes and commitments other than stated above, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

m) Transfer of Unclaimed Dividend to Investor Education and Protection Fund The provisions of Section 125(2) of the Act do not apply to your Company as there was no dividend declared and paid since the beginning of the Company.

n) One-time settlement with any Bank or Financial Institution along with reasons During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.

o) Proceedings under Insolvency and Bankruptcy Code, 2016 During the year under review, there were no applications made or no proceedings that were filed by the Company or against the Company, which stands as pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

p) Significant material orders passed by Regulators There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

However, the following are some of the orders issued by the Regulators:

The Order of Adjudication of Penalty received from the Ministry of Corporate Affairs

The Company received the Order of Adjudication of Penalty amounting to Rs. 35,000/-by the Adjudicating Officer under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of Section 118(10) read with para 1.2.4 of Secretarial Standard 2. Being aggrieved by the order, the Company filed Memorandum of Appeal dated January 25, 2024, to the Regional Director, South Chennai. The Company's appeal was considered by the Regional Director in the hearing and the penalty was revised to 15% of the penalty imposed by the Adjudicating Officer (15% of Rs.35,000/-). The Company completed the payment of Rs.5250/- as the reduced penalty on August 14, 2024.

The Company received the Order of Adjudication of Penalty amounting to Rs. 12,00,000/- by the Adjudicating Officer under Section 454 of the Companies Act, 2013 read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of Section 134(5)(A) read with rule 8 and 8A of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. Being aggrieved by the Order, the Company filed Memorandum of Appeal dated January 25, 2024, to the Regional Director, South Chennai. The Company's appeal was considered by the Regional Director in the hearing and the penalty was revised to 15% of the penalty imposed by the Adjudicating Officer (15% of Rs.12,00,000/-). The Company completed the payment of Rs.1,80,000/- as the reduced penalty on August 21, 2024.

Request for Compounding Orders from the Office of the Regional Director, South Chennai

The hearings for the compounding applications under Section 128, 129(1), 292 of Companies Act, 2013 were duly held in the Office of the Regional Director, South Chennai and the fine amounting to Rs. 50,000/- on the Managing Director and the KMP of the Company each per year of violation was imposed. The Company has requested for issue of detailed Compounding orders for further course of action.

8. AUDIT AND AUDITORS

a) Statutory Auditor

The Members of the Company, in 29^th AGM held on September 27, 2023, appointed M/s. Darpan & Associates, Chartered Accountants (FRN 016156S), as the Statutory Auditors of the Company for a period of five consecutive financial years from the conclusion of 29^th AGM till the conclusion of 34^th AGM to be held in the calendar year 2028.

b) Auditor's Report The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the financial year ended March 31, 2024, forms part of this Annual Report. The comments on the statement of accounts referred to in the Audit Report are self-explanatory.

The Audit Report does not contain any qualification, reservation, or adverse remark. As regards the Audit Report, the Company had fulfilled the export obligation and hence, had disputed the claim by DGFT. The Company has obtained an interim status quo order from Madras High Court.

c) Secretarial Auditor and its Report Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Lakshmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to the Board Report as Annexure-G.

Following qualifications have been mentioned in the Secretarial Audit Report:

d) Cost Audit and Cost Records

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

e) Reporting of fraud by Auditors During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

9. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE

q) Total share capital of the Company

As of March 31, 2024, the total paid-up share capital of the Company stood at Rs.15,16,20,000/- (Rupees Fifteen Crore Sixteen Lakh Twenty Thousand Only) consisting of 15,16,20,000 (Fifteen Crore Sixteen Lakh Twenty Thousand) equity shares of Re.1/- each. There were no addition or alteration made to the paid-up share capital of your Company during the year under review.

r) Issue of equity shares with differential rights Your Company had not issued any equity shares with differential rights during the year under review.

s) Issue of sweat equity shares Your Company did not issue any sweat equity shares during the year under review.

t) Issue of employee stock options Your Company did not issue any employee stock options during the year under review.

u) Listing on Stock Exchange The Company's equity shares are listed on BSE Limited having scrip code 521228.

v) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review.

w) Suspension of shares from trading

During F 2023-24, the shares of the Company were not suspended from trading on the Y stock exchange.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behavior, actual or suspected fraud, violation of Company's code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee. The details of the policy are explained in the Report on Corporate Governance and posted on the website of the Company and can be accessed at www.tatia.co.in.

11. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirement under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at www.tatia.co.in.

CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has a robust mechanism in place to redress complaints reported under it. Your Company has a formal policy for the prevention of sexual harassment of the employees at the workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further, an Internal Complaints Committee (ICC) has also been set up, as per the provisions of POSH, to redress complaints received regarding sexual harassment. During the year under review, no cases were reported to the Company under POSH.

13. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public during the financial year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

There are no outstanding or unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

14. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the applicability criteria given under Section 135(1) of the Act. Therefore, it does not require us to comply with the provisions related to Corporate Social Responsibility.

15. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As on March 31, 2024, your Company has 6 (Six) wholly-owned unlisted Indian subsidiaries, but no such subsidiary qualifies to be called as an unlisted material subsidiary as per Regulation 24 of the SEBI Listing Regulations. There has been no material change in business of the Company's subsidiaries.

In order to raise funds and invest them in better projects and diversify the business, the Management of your Company decided to monetize the assets held as land inventory in the subsidiary companies or sell or transfer or dispose-off assets or part or all of the Subsidiary and shareholding of the Company in the Subsidiary (in one or more tranches), which results (or could result) in the shareholding of the Company in the Subsidiary be less than fifty percent (50%). The main aim behind such decision was the better prospects in future for our Company and its stakeholders. The said transaction was approved by the Board of Directors, in its meeting held on August 31, 2021and Members approval was taken in the 27^th AGM held on September 30, 2021. However, due to time constraint, the said transaction could not be completed till the FY 2023-24. The process of negotiation is going on to find the right buyer and the Management is seeking necessary steps to complete the transaction during FY 2024-25.

Following is the six wholly-owned subsidiaries of your Company:

• Thali Estates Private Limited.

• Deverbetta Lands Private Limited.

• Kalyanang Developers Private Limited.

• Pajjuvasami Developers Private Limited.

• Sagarvar Gambhira Developers Private Limited.

• Sundervans Infrastructure and Developers Private Limited.

Further, there are no associate companies within the meaning of Section 2(6) of the Act. As per the provisions of Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries are attached to the Annual Report. A statement, in Form AOC-1, containing the salient features of the financial statements of the subsidiaries is attached as Annexure-E to this report. Financial statements of each of the subsidiaries have also been placed on the website of the Company and can be accessed at www.tatia.co.in. The annual accounts of the subsidiaries will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered Office of the Company.

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL FINANCIAL CONTROL SYSTEMS

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to Company's policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Board of your Company has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively.

Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. It ensures that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets. Role of internal audit

Internal Audit is an independent function within the Company, which provides assurance to the Management on the design and operating effectiveness of IFC systems as well as suggesting improvements to them. Internal Audit assesses and promotes strong ethics and values within the organization and facilitates in managing changes in the business and regulatory environment. Internal Audit responsibilities encompass all locations, operating entities and geographies of the Company, in which all aspects of business, viz. operational, financial, information systems and regulatory compliances are reviewed periodically. The top Management and the Audit Committee of the Board review the findings and recommendations and make suggestions for improvement to the Board. Direct reporting to the Audit Committee ensures that Internal Audit functions independently from the business. To conduct an internal audit of your Company, the Board, in its meeting held on May 25, 2023, appointed M/s V. Rajesh & Associates, Chartered Accountants, as the Internal Auditors of the Company for FY 2023-24.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 ended March 31, 2024, and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared annual accounts on a going concern basis;

e) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly, and;

f) 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.

18. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express their gratitude to our customers, shareholders, suppliers, bankers, business partners, financial institutions, and both Central and State Governments for their steadfast support and encouragement. I am sure you will also join our Directors in conveying our sincere appreciation to all the employees of the Company and its subsidiaries for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the industry.