Tashi India Ltd Directors Report

The Directors present their 41st (Forty First) Annual Report and Audited Statement of Accounts for the year ended 31st March, 2026.

FINANCIAL RESULTS:

Particulars	FY 2025-26	FY 2024-25
Total Income	450.99	198.55
Total Expense	292.95	48.51
Profit Before Tax	158.04	150.05
Less: Current Tax	60.34	39.40
Less: Deferred Tax	26.56	(62.77)
Profit after Tax	71.14	173.42
Other Comprehensive Income	(42.91)	0.40
Total comprehensive Income	28.23	173.82
Earning Per Share	3.80	23.41

2. STATE OF COMPANYS AFFAIR:

The Company continued to conduct its business operations during the Financial Year under review in accordance with its business objectives and in compliance with the applicable statutory and regulatory framework.

The financial performance of the Company for the year under review is presented in the Audited Standalone as well as Consolidated Financial Statements forming part of this Annual Report. During the year, the Management continued its focus on operational efficiency, prudent financial management, strengthening internal controls and effective utilisation of resources while maintaining high standards of corporate governance and regulatory compliance.

3. FUTURE OUTLOOK:

The Company continues to evaluate opportunities for sustainable growth while maintaining a prudent approach towards business operations and financial management. The management remains focused on improving operational efficiencies, strengthening governance practices, optimizing available resources and exploring suitable business opportunities to create long-term value for all stakeholders.

The Company will continue to monitor changes in the business environment and adopt appropriate measures to enhance operational performance while maintaining a strong compliance and governance framework.

4. DIVIDEND:

Considering the financial position of the Company and with a view to conserve resources for future business requirements, the Board of Directors has not recommended any dividend for the Financial Year ended March 31, 2026.

5. TRANSFER TO RESERVES:

During the Financial Year under review, the Company has transferred ?14,23,000 to the Reserve Fund in compliance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 applicable to Non-Banking Financial Companies (NBFCs).

6. CHANGE IN THE NATURE OF BUSINESS:

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

7. SHARE CAPITAL:

During the Financial Year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Company.

8. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company at www.tashiindia.com.

9. MATERIAL CHANGES AND COMMITMENTS:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this Report, except those disclosed elsewhere in this Annual Report, if any.

10. SIGNIFICANT EVENTS DURING THE YEAR:

During the Financial Year under review, the Company continued to undertake its business activities in the ordinary course of business. Significant corporate developments, if any, including changes in the composition of the Board of Directors or Key Managerial Personnel and other material developments have been appropriately disclosed in the relevant sections of this Annual Report.

11. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2026, the Company had one Associate Company, namely M/s. Rohit Techserve Limited (formerly known as Rohit Machines and Fabricators Limited), within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the applicable Rules, the Company has prepared Consolidated Financial Statements, which form part of this Annual Report.

A statement containing the salient features of the financial statements of the Associate Company in Form AOC-1 is annexed to the Consolidated Financial Statements and forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Rohit Bajaj (DIN: 00511745) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The changes in the composition of the Board of Directors and Key Managerial Personnel during the Financial Year under review are summarized below:

Name of Director	Nature of Change	Effective Date
Mr. Akshay Ratanchand Ranka (DIN: 00235788)	Completed his tenure as Non-Executive Director upon expiry of his term of office	February 2, 2026
Mr. Akshay Ratanchand Ranka (DIN: 00235788)	Appointed as Additional Non-Executive Director Appointed as an Additional Non-Executive Director pursuant to Section 161 of the Companies Act, 2013	February 7, 2026
Mrs. Shweta Jejani (DIN: 07097052)	Completed her tenure as Independent Director upon expiry of her term of office	March 21, 2026
Mrs. Ruchita Jain (DIN: 11609805)	Appointed as an Additional Non-Executive Independent Women Director pursuant to Section 161 of the Companies Act, 2013	March 21, 2026
Mr. Sunilchandra Agrawal (DIN: 00511873)	Completed his tenure as Independent Director upon expiry of his term of office	March 30, 2026
Mr. Monal Malji (DIN: 00511813)	Appointed as an Additional Non-Executive Independent Director pursuant to Section 161 of the Companies Act, 2013	March 30, 2026

Subsequent to the close of the Financial Year, Mr. Akshay Ratanchand Ranka (DIN: 00235788) resigned from the office of Director of the Company with effect from May 8, 2026. The Board places on record its sincere appreciation for the valuable guidance and contributions made by him during his association with the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013 and affirmed compliance with the requirements relating to inclusion of their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, wherever applicable.

14. BOARD DIVERSITY:

The Company recognizes that an appropriately diversified Board enhances the quality of decision-making and strengthens the overall governance framework. The Board comprises individuals possessing diverse qualifications, professional experience, industry knowledge and expertise, thereby enabling balanced and informed decision-making.

While identifying and recommending candidates for appointment as Directors, due consideration is given to diversity of skills, experience, knowledge, gender and other relevant attributes so as to maintain an appropriate mix of competencies on the Board.

15. MEETINGS:

During the Financial Year under review, Seven (07) Meetings of the Board of Directors were held. The interval between any two consecutive meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

BOARD MEETING	AUDIT COMMITTEE MEETING	NRC	ID
20.05.2025	21.05.2025	07.02.2026	21.03.2026
02.08.2025	02.08.2025	21.03.2026
05.11.2025	05.11.2025	31.03.2026
07.02.2025	07.02.2026
21.03.2026
31.03.2026

16. COMMITTEES OF THE BOARD:

The Board has constituted Committees in accordance with the provisions of the Companies Act, 2013 to facilitate effective governance and focused attention on specific areas of the Companys affairs. The Committees function within the scope of their respective terms of reference approved by the Board.

(A) Audit Committee:

The Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.

TASHI INDIA LIMITED

During the Financial Year under review, the composition of the Audit Committee underwent changes consequent upon the completion of the tenure of certain Independent Directors and the appointment of new Directors on the Board. The Committee was duly reconstituted from time to time in compliance with the applicable provisions of the Companies Act, 2013.

The composition of the Audit Committee as on March 31, 2026 was as follows:

Name of Member	Designation
Mrs. Ruchita Jain (DIN : 11609805)	Chairperson (Independent Director)
Mr. Monal Malji (DIN: 00511813)	Member (Independent Director)
Mr. Akshay Ranka (DIN: 00235788)	Member (Non-Executive Director)

The terms of reference of the Audit Committee are in accordance with the provisions of the Companies Act, 2013. All the recommendations made by the Audit Committee during the Financial Year were accepted by the Board of Directors.

(B) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

During the Financial Year under review, the composition of the Nomination and Remuneration Committee underwent changes consequent upon the completion of the tenure of certain Independent Directors and the appointment of new Directors on the Board. The Committee was duly reconstituted from time to time in compliance with the applicable provisions of the Companies Act, 2013.

The composition of the Nomination and Remuneration Committee as on March 31, 2026 was as follows:

Name of Member	Designation
Mr. Monal Malji (DIN: 00511813)	Chairperson (Independent Director)
Mrs. Ruchita Jain (DIN : 11609805)	Member (Independent Director)
Mr. Akshay Ranka (DIN: 00235788)	Member (Non-Executive Director)

The Committee formulates the criteria for determining qualifications, positive attributes and independence of Directors and recommends to the Board matters relating to the appointment, reappointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Committee also carries out the evaluation of the performance of the Board, its Committees and individual Directors.

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The evaluation was carried out on the basis of criteria including the composition of the Board, effectiveness of Board processes, and participation of Directors in meetings, strategic guidance, governance practices and overall contribution towards the growth and development of the Company. The Board expressed satisfaction with the outcome of the evaluation process.

18. NOMINATION AND REMUNERATION POLICY:

The Company has in place a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013.

The Policy lays down the criteria for appointment, qualification, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides the framework for determining qualifications, positive attributes and independence of Directors.

19. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2026, the applicable Indian Accounting Standards have been followed and there are no material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are 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 loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 Annual Financial Statements have been prepared on a going concern basis;

e) adequate Internal Financial Controls have been laid down by the Company and such Internal Financial Controls were operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 to provide a mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail the mechanism and provides direct access to the Chairperson of the Audit Committee in appropriate cases.

21. RISK MANAGEMENT:

The Company has an adequate Risk Management framework for identifying, assessing and mitigating risks associated with its business operations.

The Board periodically reviews the key risks impacting the business and ensures that appropriate mitigation measures are in place. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

22. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its operations.

The Internal Financial Controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and reviewed by the Board, the Internal Financial Controls were found to be adequate and operating effectively during the Financial Year under review.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts or arrangements entered into by the Company with Related Parties during the Financial Year under review were in the ordinary course of business and on an arms length basis. Accordingly, the disclosure of particulars of contracts or arrangements with Related Parties in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The Policy on Related Party Transactions is available on the website of the Company at www.tashiindia.com.

24. LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Notes forming part of the Financial Statements.

25. DEPOSITS:

During the Financial Year under review, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as on March 31, 2026.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the Financial Year under review.

27. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Rules made thereunder, M/s. VMSS & Associates, Chartered Accountants, Kolkata (Firm Registration No. 328952E), were appointed as the Statutory Auditors of the Company by the Members at the 37th Annual General Meeting held during the Financial Year 2021-22, to hold office for a term of five (5) consecutive years, commencing from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting.

The Statutory Auditors have confirmed that they continue to satisfy the criteria relating to independence and eligibility as prescribed under the Companies Act, 2013.

The Report of the Statutory Auditors on the Financial Statements for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The Notes forming part of the Financial Statements are self-explanatory and therefore do not call for any further comments.

28. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. More Daliya & Associates, Practising Company Secretaries (CP No. 15581, FRN: P2018MH066400) were appointed by the Members of the Company for a first term of five (5) consecutive Financial Years, commencing from Financial Year 2025-26 up to Financial Year 2029-30, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR-3 for the Financial Year ended March 31, 2026 forms part of this Report as Annexure – A.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

29. COST RECORDS:

The provisions relating to maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

30. REPORTING OF FRAUD BY AUDITORS:

During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

31. PARTICULARS OF EMPLOYEES:

The disclosure relating to remuneration and other particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company. Further, no employee was in receipt of remuneration in excess of the limits prescribed under the said Rules during the Financial Year under review.

32. CORPORATE GOVERNANCE:

The provisions relating to Corporate Governance as stipulated under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company in view of the exemption available under Regulation 15(2) of the said Regulations.

Accordingly, a separate Report on Corporate Governance does not form part of this Annual Report.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of the Internal Committee under the said Act.

During the Financial Year under review: Number of complaints received: Nil Number of complaints disposed of: Nil

Number of complaints pending as on March 31, 2026: Nil

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

A. Conservation of Energy

Considering the nature of the Companys business operations, the activities are not energy intensive. Nevertheless, the Company continues to take appropriate measures for optimum utilisation and conservation of energy.

B. Technology Absorption

During the Financial Year under review, there was no significant expenditure incurred on technology absorption or research and development activities.

35. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during the financial year. There were no foreign exchange earnings or outgo during the Financial Year under review.

36. LISTING:

The Equity Shares of the Company are listed on BSE Limited and the Annual Listing Fees for the Financial Year 2026-27 have been duly paid.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE552H01017 To provide service to the Shareholders, the Company has appointed M/s. Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL

37. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the Financial Year under review, no application was made nor was any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. DISCLOSURE OF ONE-TIME SETTLEMENT:

During the Financial Year under review, the Company has not entered into any One-Time Settlement with any Bank or Financial Institution. Accordingly, the disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India relating to Meetings of the Board of Directors and General Meetings.

40. MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS:

No significant or material orders were passed by any Regulator, Court, Tribunal or other statutory authority during the Financial Year under review which would impact the going concern status of the Company or its future operations.

41. ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the continued support and cooperation received from the shareholders, customers, bankers, financial institutions, regulatory authorities, business associates and all other stakeholders.

The Board also places on record its appreciation for the commitment, dedication and valuable contribution made by the employees of the Company during the Financial Year under review and looks forward to their continued support.

Registered Office:		By Order of the Board,
Imambada Road,		For Tashi India Ltd.
Nagpur-440018 (Maharashtra)
	Rohit Bajaj	Sunil Bajaj
Place: Nagpur	Director	Director
Date: 04/08/2026	(DIN: 00511745)	(DIN: 00509786)