T & I Global Ltd Directors Report

Dear Shareholders,

The Board of Directors of your company is pleased to present their 36th Annual Report along with the Audited Accounts for the Financial Year ended 31st March, 2026. This report provides an overview of the Companys operations, financial performance and key developments during the year.

1. Financial Results

(Rs. in Lakhs)

Particulars	March 31, 2026	March 31, 2025
Net Sales/Income from operations	12,624.49	8,441.43
Other operating Income	542.97	314.23
Total Income from Operations	13,167.46	8,755.66
Profit before depreciation & taxation	1,117.16	319.36
Less: depreciation	129.86	123.61
Profit Before Tax (PBT)	987.30	195.75
Add: Exceptional Items	-	271.11
Less: Tax	290.94	58.80
Profit After Tax (PAT)	696.36	408.06
Other adjustment	291.13	85.18
Balance carried to Balance Sheet	987.49	493.24

2. Operational & Financial Performance

The financial year under review has been another significant milestone in the growth journey of T & I Global Ltd. The Company continued to demonstrate resilience, operational excellence, and a strong commitment towards sustainable growth while maintaining financial stability and strengthening its market position.

The Companys financial performance reflects the successful execution of its strategic initiatives, with revenue from operations recording a robust increased to 150% over the previous financial year. This remarkable performance was driven by enhanced operational efficiencies, successful project execution, increased market penetration, and the continued confidence reposed by customers in the Companys products and services.

During the year, the Company remained focused on expanding its business portfolio while consolidating its leadership in its core business segments. While tea processing machinery continues to be one of the Companys principal areas of expertise, the Company has successfully diversified its operations by extending its engineering capabilities to cater to a wider spectrum of industries, including agro-processing, coconut processing, fruits and vegetables processing, and industrial drying solutions.

The Company has also significantly strengthened its presence in both domestic and international markets, resulting in a notable expansion of its global customer base. This reflects the Companys continued emphasis on technological innovation, product quality, customer satisfaction, and its ability to deliver customised engineering solutions across diverse industries.

Your Directors are confident that the Companys diversified business model, expanding global footprint, strong execution capabilities, and continuous focus on innovation will enable it to sustain its growth momentum and create long- term value for its stakeholders.

A detail of your Companys operations, future expectations and business environment has been given in theManagements Discussion and Analysis Report for the year under review, is attached as Annexure I forming part of this Report.

3. Dividend

The Board has decided to retain profit for expansion of Business, hence not recommended any Dividend for the year ended March 31, 2026.

4. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

5. Share Capital:

The Paid-up equity share capital of the company as on 31st March, 2026 was Rs.506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

6. Subsidiaries, Joint Venture or Associate Companies:

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

7. Directors

During the year under review, the Company has complied with the provision of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company. As on 31st March, 2026 the Board comprised of Ten Directors, of whom seven were Non-Executive Directors and three were Executive Directors. The Board also includes one Women Director.

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. Pursuant to the provisions of the Act, Mr. Harish Mittal, Non-Independent Director, who is liable to retire at the forthcoming Annual General Meeting, is eligible and has offered himself for reappointment. The Board placed before its members for their approval for re- appointment of Mr. VirajBagaria as Whole-time Director and increase in remuneration. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends their reappointment.

A certificate obtained by your Company from a company secretary in practice, confirming that none of the Directors on the Board of Directors of your Company have been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority, is enclosed as "Annexure II" to this Report.

8. Key Managerial Personnel

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Chairman & Whole time Director, Mr. Viraj Bagaria (DIN: 06628761) Whole time Director, Mr. Vishnu Baheti, Chief Financial Officer and Mrs. Khushboo Choudhary, Company Secretary & Compliance Officer were designated as Key managerial Personnel during the Financial Year 2025-26 as per provision of section 203 of the Companies Act, 2013. No other Appointment/ Resignation of KMPs were made during the year.

9. Declaration by Independent Directors

During the year under review, Smt. Sharmila Tibrawalla (DIN: 00059567), Mr. Baskar Srinivasan (DIN: 07485885) and Mr. Mukesh Kumar Marda (DIN: 10393133) was appointed as Independent Director on the Board of Directors. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange. The details of the familiarization program imparted to Independent Director are uploaded on the website of your Company. The Weblink for the same is http://tiglobal.com/company-policies/

10. Corporate Social Responsibility:

Our Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. Its already updated in the Companys website. It takes up CSR programs which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas. Details Report of Corporate Social Responsibility Committee is given in Annexure III of this report.

11. Board Meeting:

The Board met thirteen times during the financial year 2025-26. The details of the Board Meetings held during the year under review are given in the Corporate Governance Report forming a part of this Annual Report The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details have been provided in the Corporate Governance Report, annexed to this Report.

12. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

13. Details of composition, terms of reference and number of meetings held in financial year 2025-26 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

14. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed of during 2025-26.

15. Particulars of loans, guarantees and investments:

The Company has not given loan or provided securities during the financial year under review. However, the company has made some investments during the financial year. Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has given in the notes to the Financial Statements.

16. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors Report

Your Directors draw attention of the members to Note 23 to notes on Account of the financial statement which sets out related party disclosures.

17. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

18. Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

19. Whistle Blower/ Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the said policy is available on the Companys website.

20. Corporate Governance and Extract of Annual Return:

Your Directors strive to maintain highest standards of Corporate Governance. The declaration of the Managing Director confirming compliance with the Code of Conduct of the Company Report and Auditors Certificate confirming compliance with the conditions of Corporate Governance are enclosed as Annexure V to this Report respectively.

All the Directors of your Company and senior management personnel have confirmed compliance of the Code of Conduct of your Company. The declaration of the Whole-time Director confirming compliance with the Code of Conduct of the Company is enclosed as "Annexure VI" to this Report and Auditors Certificate confirming compliance with the conditions of Corporate Governance is enclosed as "Annexure VII" to this Report.

The annual return of the company is available on the website of the company at https://tiglobal. com/mgt-9/

21. Auditors & Auditors Report:

i. Statutory Auditors

M/s Agarwal & Associates Chartered Accountant (Firm Registration no. 323210E) were appointed as Statutory auditor of the Company from the conclusion of this 33rd Annual General Meeting to conclusion of 37th Annual General Meeting of the company.

M/s Agarwal & Associates have given unmodified opinion and have not given any qualification or reservation or adverse remark or disclaimer in their audit report on the audited financial statements of the Company for the financial year ended on March 31, 2026

ii. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2026 is annexed as Annexure - VIII to the Report.

In the Annual General Meeting held in the year 2025, the shareholders had approved to appoint M/s. Smita Sharma & Associates, Company Secretaries, a peer-reviewed firm as Secretarial Auditors of the Company for a term of 5 (five) consecutive years starting from April 1, 2025 and ending on March 31, 2030.

iii. Internal Auditor

The Company has changed its Internal Auditors for the Financial Year 2026-27 to M/s Ghosh Basu & LLP, Chartered Accountant Firm, to serve as the Internal Auditor in compliance with Section 138 of the Act. In this role, he is entrusted with overseeing the internal audit function across business processes, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Companys systems and processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on an interval basis.

iv. Cost Auditor & Cost Record

The Cost records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

The Company has appointed M/s Sarkar & Associates., Cost Accountants (FRN 004836) as Cost Auditors of the Company for the financial year 2025-26 under section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any. The Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Act for re-appointment. The Cost Auditors Report for the year 2024-25 was filed with Central Government within the prescribed time.

22. Particulars regarding conservation of energy & technology absorption, etc.

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure IX which forms part of this report.

23. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure X to this Report.

24. Investor Education and Protection Fund

The details of unclaimed dividend amount transferred to IEPF Authority in the financial year 2025-26, pursuant to the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") form part of the Corporate Governance.

25. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and Non-Executive Directors, the details of which are covered in the Corporate Governance Report.

26. Companys policy on Directors appointment and remuneration:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors Report.

27. Transfer to Reserves:

In terms of section 134 (3) (J) of the Companies Act, 2013 During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company

28. Disclosure requirements:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has enclosed Corporate Governance Report with Auditors Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization program of the independent directors are available on the Companys website. Further Policy on dealing with related party transactions is available on the Companys website.

29. Change in the nature of business:

There was no change in the nature of the business of the Company during the year under review.

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

31. Material changes and commitments, if any, affecting the financial position of the Company:

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

32. Details in respect of fraud:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

33. Disclosure with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961

The Company has a Parental Leave Policy extended to female employees which is complying to the Maternity Benefit Act 1961. This policy reflects our belief in parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to structured return- to-work programs that ease the transition back to their roles with confidence.

34. Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013

35. Proceedings Pending Under the Insolvency and Bankruptcy Code, 2016:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

36. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that they 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 and of the profit and loss of the Company for that period;

iii. that they have 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;

iv. that they have prepared the annual accounts on a going concern basis;

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

vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

37. Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

	By Order of the Board of Directors
	For T & I Global Ltd.
	Sd/-
Place: Kolkata	Sajjan Bagaria
Date: 17th August 2026	Executive Chairman
	(DIN 00074501)