Tara Chand Infralogistic Solutions Ltd Directors Report

To,

The Members

TARA CHAND INFRALOGISTIC SOLUTIONS LIMITED

Your Directors have immense pleasure in presenting the 14th (Fourteenth) Annual Report of Tara Chand Infralogistic Solutions Limited (Hereinafter referred to as Company) together with the Audited Financial

Statements for the financial year ended March 31, 2026.

FINANCIAL SUMMARY/ HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the applicable provisions of

Indian Accounting Standards (Ind AS), Companies Act, 2013 and Rules made thereunder (Companies Act), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and such other applicable rules, regulations, guidelines, etc., as amended from time to time.

The Companys financial (standalone and consolidated) performance during the financial year ended March 31, year below: 2026ascomparedtothepreviousfinancial

( in Lakhs)

	Standalone		Consolidated
Particulars
	2025-26	2024-25	2025-26	2024-25
Total Income	28812.87	25404.92	28812.87	25404.92
Less: Expenses	25,092.53	22079.55	25,094.32	22079.55
Profit/(Loss) before tax	3,720.34	3325.37	3,718.55	3325.37
Tax Expenses
Current Tax	686.12	552.23	685.67	552.23
Deferred Tax	262.05	291.51	262.05	291.51
Tax Adjustments Relating to	(16.26)	(4.09)	(16.26)	(4.09)
Earlier Years
Profit (Loss) After	2,788.43	2485.72	2,787.09	2485.72
Taxation

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

During the year under review, total revenue from operations including the other income was Rs. 28,812.87/- Lakhs against Rs.25404.92/- Lakhs in the previous year. The Company has earned a net profit of Rs. 2788.43/- Lakhs in the current financial year against the net profit of Rs. 2485.72/- Lakhs earned the previous financial year.

Total revenue from operations, including other income, amounted to Rs. 28812.87/- Lakhs, and the net profit earned during the current financial year a consolidated basis was Rs. 2,787.09/- Lakhs.

STATE OF THE COMPANYS AFFAIRS:

The Company continues to support Indias infrastructure and industrial growth through its three core verticals: Warehousing & Multi-modal Transportation, Construction Equipment Rental, and Turnkey Infrastructure Project Execution.

With over four decades of experience and a skilled workforce, the Company serves sectors such as Power, Oil & Gas, Steel, Cement, Renewable Energy, and Urban and Rural Infrastructure, including roads, bridges, highways, airports, metro rail, irrigation, and water pipelines.

The Company is actively involved in metro rail projects across major Tier I and Tier II cities and is also contributing to the Mumbai–Ahmedabad High-Speed Rail (Bullet Train) project through its expertise in ground engineering and piling works. Its fleet of over 427 advanced machines, including high-capacity cranes, hydraulic piling rigs, and concrete equipment, along with a modern transportation network, enables efficient execution of projects. The Company ential rights as to continues to strengthen its capabilities and maintain its position in the infrastructure sector.

DIVIDEND:

The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.20/- per equity share of the face value of Rs. 2/- each payable to those Shareholders whose names appear in the Register of Members as on Record Date in accordance with Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings

Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2026.

UNPAID DIVIDEND & SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 (Act) read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends remaining unclaimed or unpaid for a period of seven consecutive years from the date of transfer to the Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund (IEPF) within the prescribed timelines. Rs. 71092/- is lying in the unpaid dividend account of the Company as of March 31, 2026.

Members who wish to claim their dividend declared in past and which remains unclaimed, are requested to contact, MUFG Intime India Pvt Ltd. (Formerly Link Intime India Pvt. Ltd), C 101, Embassy 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai, Maharashtra - 400083. or write to the Company at its Registered office.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on March 31, 2026 is Rs. 15,76,49,800/- (Rupees Fifteen Crores Seventy-Six Lacs Forty-Nine Thousand Eight Hundred Only). As of March 31, 2026, out of the total paid-up share capital of the Company, 71.64 % is held by the Promoter & Promoter Group in fully dematerialized form and the remaining balance of 28.36 % is held by Public. During the year under review, the Company has issued neither shares with dividend, voting or otherwise nor has it issued any shares pursuant to stock options or sweat equity under any scheme.

CHANGE IN THE NATURE OF BUSINESS:

The Company continues to be engaged in the activities pertaining to cargo handling, logistic services, Equipment hiring & Infra project services. There was no change in business of the Company during the financial year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: EMPLOYEE STOCK OPTION SCHEMES

With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the Employees

Stock Option Schemes. The Company has Employees Stock Option Scheme 2025 (ESOS 2025) which was approved with the objective to reward the Employees for their continued association, dedication, and contribution towards the goals of the Company, and to incentivize them for sustained performance. The Company intends to use this Scheme to attract and retain key talents (both existing and future) working with the Company and also enables the Employees to get a share in the value they create for the Company in the years to come. ESOP Schemes is in compliance with the SEBI

(Share Based Employee Benefits and Sweat Equity)

Regulations, 2021, as amended (the SEBI ESOP Regulations 2021). The details of ESOP Schemes pursuant to SEBI ESOP Regulations, 2021 as of March 31, 2026 is uploaded on the website of the Company https://tarachandindia.in/esop/.

PUBLIC DEPOSITS:

During the financial year 2025-26, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with Chapter V of the Act is not applicable.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

During the year under review, company Tarachand Metallix Limited has been incorporated as wholly owned subsidiary of the company, the details of the same is in AOC 1 which is Annexure A to this report. A statement providing details of performance and salient features of the financial statement of wholly owned subsidiary, as per Section 129(3) of the Act, is provided as Note to the consolidated audited financial statement and therefore not repeated in this Report degree of commitment to the to avoid duplication. In pursuance of Section 136 of the Companies Act, 2013, the annual report of the Company containing its standalone and consolidated financial statements has been uploaded on the website of the company.

Further, the financial statements of the subsidiaries are available on the Companys website and can be accessed at https://tarachandindia.in/tarachand-metallix-limited-wos/.

The Policy for determining Material Subsidiaries is available on the Companys website and can be accessed at https://tarachandindia.in/policies-codes/. Further, the Company has incorporated a Section 8 company, namely Tara Chand Samriddhi Foundation, to undertake its CSR activities.

Apart from the above, no other company has become or ceased to be a subsidiary, joint venture or associate of the Company during the financial review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company is privileged to have a Board comprising individuals of high integrity and proven competence.

Besides global experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant

Company. They devote adequate time to meetings and preparation. In terms of the requirement of the SEBI Listing

Regulations, 2015, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys business for effective functioning and how the current Board of Directors are fulfilling the required skills and competencies.

This is detailed at length in the Corporate Governance Report which forms part of this Annual Report.

A. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

As on March 31, 2026, the composition of Board of Directors and KMP of your Company was as under:

S.
	Name of Director	Designation	DIN / PAN
No.
1.	Mr. Himanshu Aggarwal	Whole-Time Director & CFO	01806026
2.	Ms. Neelam Pradeep Kasni	Independent Director	09758749
3.	Mr. Suresh Kumar Thapar	Independent Director	09758789
4.	Mr. Vinay Kumar	Managing Director	00151567
5.	Mr. Ajay Kumar	Whole-Time director	00151477
6.	Ms. Anju Mohanty	Independent Director	10681207
7.	Ms. Shefali Singhal	Company Secretary & Compliance Officer-

I. APPOINTMENTS:

Ms. Shefali Singhal (Membership No. A34314) was appointed as a Company secretary & Compliance

Officer of the company, with effect from April

2025.

Mr. Suresh Kumar Thapar (DIN: 09758789) was re-appointment as an Independent,

Non- Executive Director, with effect from October

7, 2025, for a period of two years.

Ms. Neelam Kasni (DIN: 09758749) was reappointment as an Independent, Non- Executive

Director, with effect from October 7, 2025, for a period of two years.

II. RETIRE BY ROTATION:

Mr. Himanshu Aggarwal (DIN: 01806026), Whole Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible, offers himself for re-appointment.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial

Standard 2 on General Meetings, a brief profile of Mr. Himanshu Aggarwal is provided as an Annexure to the Notice of the 14th Annual General Meeting.

III. Retirement:

Mr. Ashok Goel (DIN: 00888960) Independent Director of the company retired from the Company due to completion of his tenure from the closing hours of March 09, 2026.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies

(Appointment and Qualification of Directors)

Rules,2014. They have also furnished the declaration pursuant to relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(including any statutorymodification(s)or re-enactment(s) thereof, for the time being in force) (Listing Regulations). The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the management and have fulfilled all the conditions as specified under the governing provisions of the

Companies Act, 2013 and the Listing Regulations. Further, the Independent Directors have also confirmed that they have complied with the

Companys code of conduct.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN THE FUTURE:

During the financial year under review, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interests of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, Six (06) meetings of the Board of Directors were held. The maximum gap between two Board meetings did not exceed 120 days. The details of the meetings and attendance of Directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as Annexure B to the Boards Report.

COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Four (04) Committees as on March 31, 2026: • Audit Committee • Stakeholders Relationship Committee • Nomination and Remuneration Committee and • Corporate Social Responsibility Committee A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of committee meetings held and attendance of the Directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the

Companies Act, 2013 (any statutory modification(s) re-enactment(s) thereof for the time being in force). The said policy also includes criteria for making payments to Non-Executive Directors.

The details of this policy have been placed on the website of the Company at https://tarachandindia.in/ policies-codes/.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se Board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees. The criteria for performance evaluation are broadly based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee meetings, etc. Board evaluation processes, including in relation to the Chairman, individual Directors and Committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths and highlight areas for further development. The criteria for evaluation of performance have been disclosed in the policy for evaluation of the Board offrom the Secretarial Auditor of the Directors which is hosted on the Companys website at www.tarachandindia.in. The performance evaluation is conducted in the following manner: Performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director and Executive Director is conducted by the Independent Directors; Performance evaluation of the Committee is conducted by the Board of Directors; The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

The Independent Directors had met separately on July 30, 2025 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

BOARD DIVERSITY:

A diverse Board enables efficient functioning through differences differentiated thought processes at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity policy that sets out the approach to diversity. The details of this policy have been placed on the website of the Company at https://tarachandindia.in/ policies-codes/.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Boards Report and is annexed herewith as Annexure C to this Boards Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining steady standards of corporate governance and adhering to the corporate governance requirements set out under extant law. The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on corporate governance as stipulated under SEBI Listing Regulations read with Schedule V thereto forms part of this Annual Report as Annexure B.

A certificate

Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility

Statement, it is hereby confirmed that: a) in the preparation of the accounts for the financial year ended on March 31, 2026, the applicable accounting standards have 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for the year ended on that date; c) The Directors had 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 the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts prepared for the financial year ended on March 31, 2026 is on a going concern basis; e) The Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively; f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

AUDIT REPORT AND AUDITORS: Statutory Auditor:

M/s. Sangeet Kumar & Associates, Chartered

Accountants (FRN: 011954N), resigned from the office of Statutory Auditors of the Company with effect from

May 14, 2026, thereby causing a casual vacancy in the office of the Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on June 11, 2026, approved the appointment of M/s. Jain Jagawat Kamdar & Co., Chartered Accountants (Firm Registration No.:122530W), as

Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous auditors, subject to the approval of the members of the Company, pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Further, pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company are requested to appoint M/s. Jain Jagawat Kamdar & Co., Chartered Accountants (Firm Registration No.:122530W), as Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General Meeting to be held in the year 2031, at such remuneration as may be mutually agreed between the Board of Directors and the Statutory Auditors.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is no qualification or adverse remark or disclaimer made by the statutory auditor in his report on the financial statement of the Company for the financial year ended on March 31, 2026

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. AVS & Associates, Practicing Company Secretaries for the period of Five has been received from AVS consecutive years from April 1, 2025 till the conclusion of 18th Annual General Meeting to be held for the financial year ended March 31, 2030.

The Secretarial Audit Report in the prescribed Form

No. MR-3 for the financial year ended March 31, 2026 is annexed herewith as Annexure D. is attached as

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Auditors in their report:

There is qualification or adverse remark or disclaimer made by the secretarial auditor in his report stating: The Company obtained shareholders approval for the re-appointment of Mr. Ashok Kumar Goel as a Non-Executive Independent Director at its 13th AGM instead of prior approval as required under Regulation 17(1A) of the SEBI (LODR) Regulations, 2015.

Management Reply:

The finelevied by NSE in this regard has been duly paid by the Company. Further, the delay in compliance was inadvertent and unintentional in nature. The management has reiterated the importance of exercising greater diligence and ensuring strict adherence to all applicable regulatory requirements going forward, so as to avoid recurrence of such instances in future.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder

(including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on May 2, 2025 have re-appointed Ms. Nitika Mahajan, (Membership No. 530074), Chartered Accountant as Internal Auditors of the Company for the financial year 2025-2026, to conduct Internal

Audit of the Company.

The Internal Auditor appointed, to audit the function and activities of the Company and to review various operations of the Company, the Company continued to implement their suggestions and recommendations to improve the control environment.

Cost Records:

The Central Government of India has not specified the maintenance of cost records under sub-section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

CERTIFICATIONS FROM COMPANY SECRETARY IN

PRACTICE:

A certificate

Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI,

Ministry of Corporate Affairs authority. The certificate to this Report. The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate

AVS & Associates, Practicing Company Secretaries, confirming compliance with the conditions of

Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure F to this Report

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2026 in form MGT-7 in accordance with the provisions of Section 92(3) of the Act and Rule 12 of Companies (Management and Administration) Rules, 2014 is placed on the website of the Company on the web link https://tarachandindia. in/annual-return/.

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Boards Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https://tarachandindia.in/policies-codes.

All Related Party Transactions entered into by your

Company during the financial year 2025-26 were on arms length basis and in the ordinary course of business. There were no material significant

Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party

Transactions. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The related party transactions have been set out in

Annexure No.1 the financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2025-26, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013, are not required to be furnished.

PARTICULARS OF LOANS FROM DIRECTORS OR or any such statutory

DIRECTORS RELATIVES:

During the financial year under review, the Company has not availed any loans from its Directors or its Directors relatives.

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

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended March 31, 2026, are to be given by the Company as a part of the Boards Report. Your Company strives to achieve the optimum utilization of resources by innovative techniques and processes and further reducing wastage.

A. CONSERVATION OF ENERGY:

All the manufacturing/servicing/job work facilities continued their efforts energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

Switch off electrical appliances, whenever not required 15KVA solar panels have been installed in the Company workshop and this is meeting around 95% of the electrical power required to run the workshop.

We are committed to reducing our environmental footprint and improving air quality. As part of this commitment, our fleet operates with Euro 6-compliant vehicles, adhering to the latest European emission standards.

B. RESEARCH AND DEVELOPMENT AND

TECHNOLOGY ABSORPTION:

The Company has an ongoing process of purchasing latest technology equipment which are used for logistic and infrastructural development services which minimizes the wastage of resources thus further efficiency in leading to increase conducting all activities.

The Company being an integrated logistics service provider, there is no expenditure incurred on research and development features of internal control during the year under review.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

There was no foreign Exchange earnings and

Outgo in the financial year 2025-26.

RISK MANAGEMENT POLICY AND COMPLIANCE

FRAMEWORK:

Risk management is integral to your Companys strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its and operations. Significant follow up actions thereon are reported to the Audit Committee on a quarterly basis.

INTERNAL FINANCIAL CONTROL AND THEIR

ADEQUACY:

The Company has in place Internal Financial Control system commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Companys internal audit department enables the Management to mitigate the risks and prevent non-compliance with laws that would affect the financial position of the Company. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the

Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal

Audit Department monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the internal audit report from time to time, the management undertakes corrective actions in the relevant areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee quarterly.

Some of the significant system are:

• Financial and Commercial functions have been structured to provide adequate support and control of the business.

• Risk Management policy has been adopted by the Company.

• The Company has an Internal Audit System conducted by the internal auditor of the Company on a quarterly basis and issuing the internal audit observations on a quarterly basis thus minimizing the risk of frauds and errors.

• Standard operating procedures and guidelines are reviewed periodically to ensure adequate control.

Further, the Audit Committee meets on a quarterly basis to review and discuss the Internal Audit reports and also takes necessary action as and when required. Further, subject to the matters described by Statutory

Auditor in their report on the financial statements of the

Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure G of this Boards report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company https://tarachandindia.in/policies-codes.

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE-BLOWER POLICY:

The Company has established and adopted Vigil Mechanism/Whistle Blower Policy for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All employees of the Company and Directors on the Board of the Company are covered under this Mechanism. This mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the financial year 2025-26, the Company has not received any complaint. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at link www. tarachandindia.in/policies/

FAMILIARIZATION PROGRAM FOR THE

INDEPENDENT DIRECTORS:

Your Company believes that a Board which is well familiarized with the Company and its affairs, can role contribute significantly to effectively of trusteeship in a manner that fulfils stakeholders aspirations and societal expectation. In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at https://tarachandindia.in/policies-codes.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the members of the

Board and specified employees in the course of day-to-day business operations of the Company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation and the reporting structure. All the Board members and the Senior Management personnel have confirmed compliance with the Code. Pursuant to SEBI Listing Regulations, 2015, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and Senior Management of the Company is given as a part of the Annual Report as Annexure – H.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavorofthemanagementoftheCompanytocreate and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive sessions in this regard for the employees at the various branch offices of the Company during the year under review.

During the year, there were no complaints received by the Company. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The details of complaints during the year are as follows: Number of complaints of sexual harassment received during the year - Nil

Number of complaints disposed off during the year -

Nil

Number of cases pending for more than 90 days - Nil

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY

CODE, 2016:

There was no such application made or proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year up to the date of this report.

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:

During the year under review, there was no instance of any one-time settlement for reporting details vis-à-vis valuation with the Banks or Financial Institutions.

DETAILS OF COMPLIANCE WITH RESPECT TO THE PROVISIONS RELATING TO THE MATERNITY

BENEFITS ACT, 1961:

During the year under review, the Company was in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.

PARTICULARS OF REMUNERATION TO EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure I to this report.

The disclosure pertaining to remuneration as required under provisions of Section 197(12) of the Companies Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Financial Statements are being sent to the shareholders excluding the said information. Any shareholder interested in obtaining copy of the aforesaid information, may send an email to the

Company Secretary and Compliance Officer cs@ tarachandindia.in

OTHER GENERAL DISCLOSURES: SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices and the same is approved by the Government of India under section 118 (10) of the Companies Act, 2013. The Company has devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standard -1 and Secretarial Standard -2 issued by the Institute of Company Secretaries of India (as amended) and that such systems are adequate and operating effectively

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the

Company by its officers or employees, the details of which would need to be mentioned in this report.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors of the Company wish to acknowledge withgratitudeandplaceonrecordtheirappreciationto all stakeholders – shareholders, investors, customers, suppliers, business associates, Companys bankers, regulatory, professionals, business associates, and governmental authorities for their cooperation, assistance and support. Further, they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Annexures To Directors Report

Annexure A Form AOC-1:

Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

PART A: SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in Rs.):

S. No.	Particulars
1.	Name of the subsidiary	Tarachand Metallix Limited
		6th January 2026 to 31st March
	Reporting period for the subsidiary concerned, if different from
2.		2026, i.e., same like the holding
	the holding company\u2019s reporting period
		company
	Reporting currency and Exchange rate as on the last date of the
3.		INR
	relevant financial year in the case of foreign subsidiaries.
4.	Share capital	25,00,000
5.	Reserves & surplus	(1,78,909)
6.	Total assets	23,50,191
7.	Total Liabilities	23,50,191
8.	Investments	0.00
9.	Turnover	0.00
10.	Profit before taxation	(1,78,909)
11.	Provision for taxation	0.00
12.	Profit after	(1,78,909)
13.	Proposed Dividend	NIL
14.	% of shareholding	(0.72)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations - Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year - Not Applicable

Part B:

Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures.

The Company does not have any Associate Company and Joint Venture.