Tamboli Industries Ltd Directors Report

To

The Members

The Directors of Tamboli Industries Limited present their 18 th Report with Audited financial statements of the Company for the year ended on March 31, 2026.

1. FINANCIAL RESULTS:

( In Lacs)

Particulars	2025-2026		2024-2025
	Consolidated	Standalone	Consolidated	Standalone
Revenue from operations	8043.04	223.60	6890.84	288.18
Profit before Interest,Depreciationand	1885.11	138.07	1588.96	175.60
Finance Cost	43.42	-	60.24	0.01
Profit before Depreciation and Tax	1841.69	138.07	1528.72	175.59
Depreciation	438.09	2.99	475.49	1.53
Profit/(Loss) before Tax and Exceptional items	1403.60	135.08	1053.23	174.06
Tax Expense	364.73	7.58	139.08	18.79
Deferred Tax/(Credit)	(1.46)	1.88	142.69	0.04
Exceptional Items	59.78	-	-	-
Net Profit/(Loss) after Tax	980.55	125.62	771.46	155.23
General Reserve	-	-	-	-
Balance carried forward	980.55	125.62	771.46	155.23

2. OPERATIONS AND CHANGE IN NATURE OF BUSINESS:

Consolidated revenue from operations increased from 6890.84 Lacs to 8043.04 Lacs, Increase of 16.72 % and profit before tax increased from 1053.23 Lacs to 1403.60 Lacs, Increase of 33.27 % over the previous year, The standalone revenue from operations decreased from 288.18 Lacs to 223.60 Lacs and profit before decreased from 174.07 Lacs to 135.08 Lacs over the previous year, this was due to Company has made long term opportune investments in real estate as compared to previous year.

Further during the year under review Company has not changed its nature of business.

3. DIVIDEND:

The Directors are pleased to recommend a Dividend for the period ended March 31, 2026 @ 1.20 per share i.e.12% on 99,20,000 Equity shares for the financial 2025-2026 amounting to 119.04 Lacs.(Previous year 99.20 Lacs) subject to approval of the members at this

Annual General Meeting.

4. CHANGE IN FINANCIAL REPORTING STANDARDS:

The Ministry of Corporate Affairs issued The Companies (Indian Accounting Standards) Rules, 2015 and amendment thereto The Companies (Indian Accounting

Standards) Amendment Rules, 2016 as converged version of International Financial Reporting System (IFRS). Further General instructions for preparation of Balance Sheet and Statements of Profit and Loss of a Company, for compliance and implementation of said rules are also notified by Govt. As has prepared the financialstatements for the year under reviewing as per the Indian accounting Standards (Ind

AS) for your approval.

5. RESERVES:

The Board of Directors of the Company has not proposed to transfer any amount to general reserves.

6. DEPOSITS:

During the period under review Company has not accepted or renewed any deposits from the public.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE

FINANCIAL POSITION OF THE

COMPANY:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, in this report, no material changes and commitments which could affect the Companys financial position have occurred between the ends of the financial year of the Company and date of this report.

8. SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

9. DETAILS OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mrs. Nikita V. Tamboli (DIN: 06870441) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers herself for reappointment.

Mr. Vipul H. Pathak (DIN: 09391337) Whole Time Director of the Company was appointed as Whole Time Director of the Company on 12.11.2021 for a period of 5 (five) years, his present terms will expire on 11.11.2026. Based on recommendation received from Nomination and

Remuneration Committee and subject to approval of shareholders of the Company at ensuing Annual General Meeting, the Board of Directors of the Company in their meeting held on 07.05.2026 has approved Reappointment of Mr. Vipul H. Pathak (DIN: 09391337) as Whole Time Director of the Company for a period of 3 years effective from 01.05.2026. Mr. Vipul H. Pathak is liable to retire by rotation.

There were no changes took place in Key Managerial Personnel of the Company during the year under review.

10. DECLARATION RECEIVED FROM

INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirmingthe compliance of the conditions of the Independence stipulated in the aforesaid section.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Four (4) board meetings were held during the period under review. Board meeting dates are (1) 15.05.2025, (2) 13.08.2025, (3) 13.11.2025, and (4) 12.02.2026. Details of attendance of Directors at the Board Meetings during the financial year 2025-2026 and at the last Annual General Meeting held on 01.09.2025 are given below:

Name	Position	Meetings held during the tenure of Directors	Meetings attended	Attendance at the last AGM held on 01.09.2025
Mr. Vaibhav B.	Chairman and	4	4	Yes
Tamboli	Managing Director
Mrs. Neha R. Gada	Non-Executive	4	4	Yes
	Independent Woman
	Director
Mr. Anand	Non-Executive	4	4	Yes
Bharatkumar Shah	Independent Director
Mr. Suketu	Non-Executive	4	4	Yes
Nareshbhai Shah	Independent Director
Mrs. Nikita Vaibhav	Non-Executive, Non	4	4	Yes
Tamboli	Independent Director,
	Promoter Director
Mr. Vipul Harshadrai	Whole Time Director	4	4	Yes
Pathak	& CFO

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY

STATEMENT:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 of the company at the end of the financial year and of the profit and loss of the company for that period;

iii) The directors sufficient had taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The directors had prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. ANNUAL EVALUATION BY THE

BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES:

During the year, Nomination and Remuneration

Committee has reviewed performance evaluation of the Promoter Directors and Independent Directors of the Company. Evaluation was made on the basis of following assessment criteria: i) Attendance in Board meeting and committee meetings, active participation in the meetings and giving inputs on time in the minutes.

ii) Stick to ethical standards and code of conduct of the Company and timely submission of disclosure of interest.

iii) Interpersonal relationship with other directors and management.

iv) Active contribution in growth of the Company.

v) Compliances with policies. Immediately reporting fraud, violation, statutory matters etc.

Based on the evaluation of Nomination and Remuneration Committee, the board is collectively of the opinion that the overall performance of the Board, committees thereof and the individual Directors are satisfactory and conducive to the growth and progress of the Company and meets the requirements.

14. CORPORATE SOCIAL

RESPONSIBILITY (CSR):

affairs Based on criteria determined in section 135 of the Companies Act, 2013 concerning applicability of

Corporate Social Responsibility, this provision is not applicable to the Company at present.

15. INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal financial control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit

Committee of the Board of Directors.

16. LISTING:

The Equity shares of the Company are listed on BSE Ltd. under Scrip Code: 533170.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

17.1 The Company has one wholly owned subsidiary, details of which are as under:

Sr. Name of entity CIN/LLPIN No.

1 Tamboli Castings U27320GJ2004PLC044926 Limited

17.2 Regional Director, North Western Region, Ahmedabad vide order no. CAA-12 dated 24.03.2025 has approved scheme of amalgamation of Tamboli Profiles Private Limited and Tamboli Metaltech Private Limited with their holding Company Tamboli Castings

Limited, a Wholly Owned Subsidiary company of the Company.

Company does not have any associate company and joint venture within the meaning of Section 2(6) of the

Companies Act, 2013.

The salient features of the financial statement of subsidiary companies are given in form AOC-1, annexed herewith as Annexure-I and forms part of this report.

18. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31 st March, 2026 is available on the Companys website at https://tamboliindustries.com/investors/2026/07/ MGT7026.pdf

19. AUDIT COMMITTEE:

The Company has formed an Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition of Audit Committee comprised of following directors:

1. Mrs. Neha R. Gada	Independent Director- Chairperson
2. Mr. Anand B. Shah	Independent Director- Member
3. Mr. Suketu N. Shah	Independent Director- Member
4. Mr. Vaibhav B. Tamboli	Chairman and Managing Director - Member
5. Mr. Vipul H. Pathak	Whole Time Director & CFO - Member

the year 2025-26 and the dates of the meeting are as follows: (1) 15.05.2025, (2) 13.08.2025, (3) 13.11.2025, and

(4) 12.02.2026.

Further there were no instances where the Board has not accepted any recommendation of the Audit Committee of the Company. under: Thescopeofauditcommitteeisdefined as i) To approve financial results and to recommend it to Board for their approval with or without modification.

ii) To take note of compliance of legal requirements applicable to Company.

iii) To review changes in accounting policies and practices, if any.

iv) To take note of irregularities or fraud in the business activity of the Company, if any.

v) To take note of payment of statutory dues of the

Company.

vi) To review internal audit findings and to take note of qualification in the internal audit report, if any.

vii) To approve related party transactions and to recommend it to Board for their approval with or without modification.

20. NOMINATION AND REMUNERATION

POLICY:

The Board of Directors of the Company has already constituted Nomination and Remuneration Committee consisting of four (4) members/directors and (3) members/directors are Independent directors.

The Nomination and Remuneration Committee and

Policy are in compliance with Section 178 of the

Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015. All appointment(s) of Director(s), Whole-time

Director(s), Key Managerial Person(s) are being made on recommendations of Nomination and Remuneration

Committee. A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies

Act, 2013 and Rules thereto stating therein the

Companys policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors. The

Nomination and Remuneration Policy is attached with the report as Annexure-II .

The Composition of Nomination and Remuneration

Committee is mentioned below:

Mrs. Neha R. Gada -	Chairperson
Mr. Anand B. Shah -	Member
Mr. Suketu N. Shah -	Member
Mrs. Nikita V. Tamboli -	Member

One time on 12.02.2026 during the year 2025-26.

21. WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available the Companys website www.tamboliindustries.com.

22. RISK MANAGEMENT POLICY:

During the year, the Management of the Company had evaluated the existing Risk Management Policy the Company. The Risk Management policy has been reviewed sufficient to the and found adequate and requirement of the Company. The Management has evaluated various risks and that there is no element risk identified that may threaten the existence of

Company.

23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted amended Code of Conduct for Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information in View of SEBI (Prohibition of Insider Trading) [Amendment] Regulation, 2018 and subsequent amendment to SEBI (PIT) Regulation and interalia defines policy to determine Legitimate Purpose. The necessary preventive actions, including closure of trading window on any price sensitive events information are taken care. All covered person have given declarations affirming compliance with the said code. The detailed amended policy is uploaded on Companys website.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

(i) The company has given loans as per the following details:

Name of the Company	Balance outstanding as on 1.4.2025	Transactions during the year 2025-2026 Paid	Balance outstanding as Repayment received	on 31.3.2026
Nil	-	-	-	-

(ii) The company has made investments as per the following details:

Name of the Company	Balance outstanding as on 1.4.2025	Transactions during the year 2025-2026 Paid	Balance outstanding as Repayment received	on 31.3.2026
Tamboli Castings Ltd. 2900000 equity	2,90,00,000	-	-	2,90,00,000
shares of 10.00 each
Tamboli Chemico (India) Pvt. Ltd. 11000	1,10,000	-	-	1,10,000
equity shares of 10.00 each

(iii) The Company has not given any guarantee for self and also not for its subsidiary or associate companies

25. PARTICULARS OF CONTRACTS

OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the

Companies Act, 2013 including arms length transactions under third proviso thereto is mentioned in Form AOC-2 annexed in Annexure III.

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

A Conservation of Energy:

(i) the steps taken or impact on conservation of energy; N.A.

(ii) the steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) the capital investment on energy conservation equipments; N.A.

B Technology Absorption:

(i) the efforts made towards technology absorption;

N.A.

benefits derived like product improvement, (ii) the cost reduction, product development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

(a) the details of technology imported; N.A. (b) the year of import; N.A

(c) whether the technology been fully absorbed;

N.A

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

N.A.

(iv) the expenditure incurred on Research and

Development: N.A

C Foreign Exchange Earnings and Outgo:

The Details of foreign exchange earnings and outgo are as follows: (i) Foreign Exchange Earning: Nil (ii) Foreign Exchange Outgo: Nil

Note: Since the Company does not have any manufacturing operations during the year under review, details of Conservation of Energy, Technology Absorption are not applicable to the Company.

27. CORPORATE GOVERNANCE:

As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of corporate governance are not applicable to listed Companies having paid up capital not exceeding 10 cr. and net worth not exceeding 25 cr. as on the last date of the previous year. Paid up capital and net worth of the Company not exceeding the prescribed limit in previous year, hence, provisions of Corporate

Governance are not applicable to the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management

Discussion and Analysis Report is enclosed.

29. MANAGERIAL REMUNERATION:

a) The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel), Rules, 2014 is not provided herewith as during the financial year under review, no employee of the Company including Whole

Time Director and CFO & Chairman and Managing

Director was in receipt of remuneration in excess of the limits set out in the said rules.

b) The information relating to remuneration of the Directors as required under the provisions of Section 197(12) of the Act is given in Note -30 below.

30. PARTICULARS OF EMPLOYEES:

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financialyear: Remuneration paid to Whole Time Director and Chief Financial is increased by 10.07% over previous year. Ratio to be median remuneration to the employees is 1: 3.12.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financialyear: As mentioned above, an increase of 10.07% in remuneration paid to Whole Time Director and CFO and an increase of Nil in remuneration paid to Company Secretary over the previous year.

c. The percentage increase in the median salaries of employees in the financial year: 5%.

d. The number of permanent employees on the rolls of the Company: There are 2 (two) permanent employees on the roll of the Company.

e. Average percentile increase already made in the salaries of the employee other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 5 to 7%.

f. The Company remuneration policy of the Company.

There is no employee covered under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. However, statement containing the names of top ten employees will be made available on request sent to the Company on email ID: direct1@tamboliindustries.com.

31. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Ashish Shah, Practicing Company

Secretary, to conduct the Secretarial Audit of the Company for the financial year ended 31 st March, 2026. The Secretarial Audit Report issued by Mr. Ashish Shah,

Practicing Company Secretary, in form MR-3 is enclosed and forms a part of this report.

Comment of Secretarial Audit Report:

There is no adverse comment in the Secretarial Auditors report which requires any further explanation under Section 134 of the Companies Act, 2013.

32. CASH FLOW STATEMENT:

As required under Regulation 34 of SEBI (Listing

Obligations and Disclosure Requirements), Regulations

2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

33. AUDITORS:

At the 14 th Annual General Meeting (AGM), the members appointed M/s P A R K & Co., Chartered Accountants, as Statutory Auditors of the Company, for a period of 5 years till the conclusion of 19th AGM. Accordingly, M/s P

A R K & Co., Chartered Accountants, will continue to act as auditors of the Company till financial year 2026-27.

Comment on Auditors Report:

There is no adverse comment in the Auditors Report which requires any further explanation under Section 134 of the Companies Act, 2013

34. MAINTENANCE OF COST RECORDS AS

SPECIFIED BY THE CENTRAL GOVERNMENT

UNDER SUB SECTION (1) OF SECTION 148 OF

THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:

The provisions regarding maintenance of cost records as specified by the Central Government under Sub Section (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal

Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place.

During the year under review, there were no complaints pertaining to sexual harassment.

The policy on Sexual Harassment at Workplace is placed on the Companys website.

36. METERNITY BENEFIT COMPLIANCE:

The Company is fully compliant with the Maternity Benefit Act, 1961, ensuring all eligible employees receive maternity benefits as prescribed. No violations reported during the year.

37. DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITORS UNDER SUB-

SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE

CENTRAL GOVERNMENT:

No frauds have been noticed or reported during the year under audit report which is reportable to the Central Government.

38. THE DETAILS OF APPLICATION MADE OR

ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

39. 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 DURING THE FINANCIAL YEAR:

It is not applicable to the Company during the financial year.

40. COMPLIANCE WITH SECRETARIAL

STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

41. ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions/ Banks and its Clients, employees and consultants. Your were Directors further thank the fraternity of Members/ Shareholders for their continued confidence reposed in the management of the Company.

: Office Registered BY ORDER OF THE BOARD OF DIRECTORS
Mahavir Palace, 8-A,	Vaibhav B. Tamboli
Kalubha Road,Bhavnagar,
	Chairman, CEO & Managing Director
Gujarat 364 002
	DIN: 00146081
Dated: May 7, 2026
Place: Bhavnagar