TBI Corn Ltd Directors Report

To,

The Members,

TBI CORN LIMITED

Your directors have pleasure to present the 4 th (Fourth) Annual Report together with the Audited Statement of Accounts of TBI CORN LIMITED ( the Company ) for the year ended March 31 st , 2026.

FINANCIAL PERFORMANCE

The financial results of the Company for the Financial Year 2025-26 as compared with the previous Financial Year are as under: (INR In lakhs.)

Particulars	Standalone		Consolidated
	Financial Year ended 31/03/2026	Financial Year ended 31/03/2025	Financial Year ended 31/03/2026	Financial Year ended 31/03/2025
Revenue from Operations	30,334.14	21,160.03	30,367.95	21,175.97
Other Income	93.30	210.84	95.83	210.84
Total Income	30,427.44	21,370.87	30,463.79	21,386.81
Total Expenses	27,982.38	19,542.63	27,994.10	19,558.54
Profit/(loss) before Tax
	2,445.05	1,828.25	2,469.68	1,828.28
(EBT)
Provision for Income Tax
(i) Current Tax	611.40	461.26	611.40	461.26
(ii) Deferred Tax	- 2.39	3.70	- 2.39	3.70
(iii) Tax of Earlier Year
Net Profit/(Loss) After Tax	1,836.04	1363.29	1,860.67	1363.32
EPS	10.11	7.51	10.25	7.51

STATE OF THE COMPANY S AFFAIRS

The Company is engaged in the business of a diverse range of corn products, including cleaned and fat-free Corn Grits/Meal, Corn Flakes, Stone-free Broken Maize & Corn Flour and Turmeric Finger, all manufactured without chemical additives or preservatives and GMO-free. There has been no change in the business of the Company during the financial year ended 31 st March, 2026.

The highlights of the Company s performance during the financial year ended 31st March, 2026, as compared to the previous financial year, are as under:

i. Total Income: During the financial year ended 31st March, 2026, the Company reported Standalone Total

Income of 30,427.44 Lakhs and Consolidated Total Income of 30,463.79 Lakhs, as compared to 21,370.87 Lakhs and 21,386.81 Lakhs, respectively, for the financial year ended 31st March, 2025. Accordingly, the Standalone Total Income registered a growth of 42.38%, while the Consolidated Total Income registered a growth of 42.44%.

ii. Total Expenditure: During the financial year ended 31st March, 2026, the Company incurred Standalone

Total Expenditure of 27,982.38 Lakhs and Consolidated Total Expenditure of 27,994.10 Lakhs, as compared to 19,542.63 Lakhs and 19,558.54 Lakhs, respectively, for the financial year ended 31st March, 2025.

iii. Profit Before Tax (PBT): The Standalone Profit Before Tax (PBT) for the financial year ended 31st March,

2026 amounted to 2,445.05 Lakhs, as compared to 1,828.25 Lakhs for the previous financial year, representing a growth of 33.74%. The Consolidated PBT stood at 2,469.68 Lakhs, as compared to 1,828.28 Lakhs in the previous financial year, representing a growth of 35.05%.

iv. Net Profit: The Standalone Net Profit for the financial year ended 31st March, 2026 stood at 1,836.04 Lakhs, as compared to 1,363.29 Lakhs for the previous financial year, representing a growth of 34.68%. The Consolidated Net Profit stood at 1,860.67 Lakhs, as compared to 1,363.32 Lakhs in the previous financial year, representing a growth of 36.49%. v. Earnings Per Share (EPS): The Basic Earnings Per Share (EPS) on a standalone basis for the financial year ended 31st March, 2026 stood at 10.11 per share, as compared to 7.51 per share for the previous financial year, representing a growth of 34.62%.

RESERVES

The Board of Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profits for the financial year ended March 31, 2026 in the profit and loss account.

DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year. Your Company s policy on Dividend Distribution is available at https://tbicorn.com/investor-corner/

HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

As of March 31 st , 2026, the Company has three wholly-owned subsidiaries: Agripivot Ventures Private Limited, Revita Starch Private Limited, and TBI Foundation and two step down subsidiaries: Brajraj Corntech Private Limited and Dhar Venture Private Limited. The Company does not have any holding or joint venture companies as defined under Section 2(6) of the Companies Act, 2013 (Act).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company s Associate in Form AOC-1 is appended as Annexure-I to the Board s report.

SHARE CAPITAL

? The Authorised share capital as on March 31, 2026, was INR 20,00,00,000, divided into 2,00,00,000 equity shares of INR 10 each. During the period under review, there was no change in the authorised share capital.

? The Paid up share capital as on 31st March, 2026 was INR 18,15,84,050/- divided into 1,81,58,405 Equity Shares of INR 10/- each. During the period under review, there was no change in the paid up share capital.

LISTING INFORMATION

The Equity Shares in the Company are listed with NSE Emerge Platform and in dematerialized form. The ISIN No. of the Company is INE0N2D01013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 (the Act) form part of the Notes to the financial statements provided in this Integrated Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations through this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors Report form part of this Annual Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the Companys business operations during the financial year ended 31st March, 2026.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure VI and is incorporated herein by reference and forms an integral part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy -

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company s total cost of operations. However, as a part of the Company s conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

Technology absorption- i. The efforts made towards technology absorption: During the year, the company did not undertake any significant efforts towards the absorption of new technology. While the company remains committed to exploring and integrating innovative technologies in the future, no initiatives in this regard were implemented in the current reporting period. Our focus during the year remained on optimizing existing processes and maintaining product quality.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution;

During the year, our company, has realized several operational benefits despite no specific initiatives in technology absorption. While no new technology has been adopted, our existing R&D efforts have focused on enhancing existing product lines, catering to evolving consumer preferences, and exploring niche markets within the corn industry.

iii. In case of imported technology- The Company has not imported any technology during the year;

iv. The expenditure incurred on Research and Development. The Company has not expended any expenditure towards Research and Development during the year.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Particulars	Current Year	Previous Year
	(2025-26)	(2024-25)
	(INR)	(INR)
C.I.F. Value of Imports	-	-
F.O.B. Value of Exports	22,80,27,235.85	19,96,76,789

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Asha Laxman Rajhans, Director of the company is liable to retire by rotation and is eligible to offer herself for re-appointment. The Board recommends her re-appointment.

CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the Board of Directors and Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, along with the rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with the nature of the industry and business model, through an induction program at the time of their appointment as Director Additionally, they are kept informed through presentations on the economy and industry overview, key regulatory developments, strategy, and performance, which are made to the Directors from time to time.

BOARD OF DIRECTORS:

The Composition of the Board of Directors of the Company as on 31.03.2026 are as follows:

Sr.	Name	Designation
No.
1.	Mr. Yogesh Laxman Rajhans	Chairman and Managing Director
2.	Mr. Ninad Anand Yedurkar	Whole Time Director and Chief
		Financial Office
3.	Mrs. Asha Laxman Rajhans	Non-Executive Director
4.	Mr. Chandrakant Shivaji Mali	Independent Director
5.	Mr. Atul Babasaheb Patil	Independent Director
6.	Mr. Sanjay Ashokrao Kadam	Independent Director

DETAILS OF BOARD MEETINGS

During the year under review, the Board of Directors of Company met 8 (Eight) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Date of Board Meeting	Directors Strength	Directors Present
1.	27/05/2025	6	6
2.	11/08/2025	6	6
3.	27/08/2025	6	6
4.	04/10/2025	6	6
5.	13/11/2025	6	6
6.	03/12/2025	6	6
7.	13/01/2026	6	6
8.	05/03/2026	6	6

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

b) the directors 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; c) the directors had taken proper and sufficient 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;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Director

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Executive Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2025-26, 4 (Four) meetings of audit committee were held on 27.05.2025, 27.08.2025, 13.11.2025, and 05.03.2026

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of committee Meetings Held & Entitled to Attend	No. of committee Meetings Attended
Sanjay Ashokrao Kadam	Chairman	Non-Executive Independent Director	4	4
Atul Babasaheb Patil	Member	Non-Executive Independent Director	4	4
Yogesh Laxman Rajhans	Member	Managing Director	4	4

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its member. The Chairman of the Committee is an Independent Director.

During the Financial year 2025-26, 1 (One) meeting of the Nomination and Remuneration Committee was held on 27.08.2025

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Status In the Committee	Nature of Directorship	No. of Committee Meetings Held & Entitled to Attended	No. of Committee Meetings Attended
Sanjay Ashokrao Kadam	Chairman	Non-Executive Independent Director	1	1
Atul Babasaheb Patil	Member	Non-Executive Independent Director	1	1
Asha Laxman Rajhans	Member	Non-Executive Director	1	1

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, Whole-time Director and one Independent Director as its member The Chairman of the Committee is a Non-Executive Director.

During the Financial year 2025-26, 1 (One) meeting of Stakeholder Relationship Committee was held on 05.03.2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of The Director	Status in the committee	Nature of Directorship	No. of Committee Meetings Held & Entitled to Attend	No. of Committee Meetings Attended
Asha Laxman Rajhans	Chairman	Non-Executive Director	1	1
Yogesh Laxman Rajhans	Member	Managing Director	1	1
Sanjay Ashokrao Kadam	Member	Non-Executive Independent Director	1	1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee comprises Managing Director, Non-Executive Director and one Independent Director as its member The Chairman of the Committee is Non-Executive Director.

During the Financial year 2025-26, 1 (One) meeting of Corporate Social Responsibility Committee were held on 27.05.2025.

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of Committee Meetings Held & Entitled to Attend	No. of Committee Meetings Attended
Asha Laxman Rajhans	Chairman	Non-Executive Director	1	1
Yogesh Laxman Rajhans	Member	Managing Director	1	1
Sanjay Ashokrao Kadam	Member	Non-Executive Independent Director	1	1

PARTICULARS REGARDING EMPLOYEES REMUNERATION

During the year under review, the details of employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-II .

The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-II.

ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://tbicorn.com/investor-corner/

STATUTORY AUDITORS AND AUDITORS REPORT

The Auditor, M/s. G M C A & Co., Chartered Accountants, (FRN: 109850W) were appointed as Statutory Auditor of the Company to hold office from the 1 st AGM to the 6 th AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

There are no qualifications, reservations, adverse remarks or disclaimers in the Auditor s Report for the financial year under review.

COST AUDITORS AND COST RECORDS

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Audit Report of the company for the financial year 2025-26.

SECRETARIAL AUDITOR

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 M/s. HM & Associates, Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board.

M/s. HM & Associates have conducted the Secretarial Audit for the financial year 2025-26 and their report is attached as Annexure-V to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines. The report does not contain any qualification, reservation, or adverse remark.

Further, as per the provisions of Section 204 of the Companies Act, 2013, and the relevant rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit is mandated for material unlisted subsidiaries.

However, for the financial year 2025-26, the subsidiary companies of TBI Corn Limited do not qualify as material subsidiaries as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company s policy on determining material subsidiaries. Consequently, there is no requirement for conducting a secretarial audit for these subsidiary companies.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company s internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors. The policies to ensure uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The internal auditor of the company M/s. Shivam Soni & Co, Chartered Accountants, checks and verifies the internal control and monitors them in accordance with policy adopted by the company from time to time. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year:

Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year:

Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

EMPLOYEES STOCK OPTION SCHEME

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the company have granted stock options to employees under the TBI CORN Employees Stock Option scheme 2025 or ESOP TBI CORN 2025 .

The scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

(SEBI SBEB Regulations ): Further information as required under Regulation 14 read with Part F of Schedule I of the SEBI SBEB Regulations has been uploaded on the Company s website and can be accessed at https://tbicorn.com/wp-content/uploads/2025/12/4-TBI-Employees-Stock-Option-Scheme-2025-Annexure-IV.pdf

1. Statement confirming compliance - The Board of Directors hereby confirms that the Employee Stock

Option Scheme(s) TBI CORN Employees Stock Option scheme 2025 (ESOP 2025) of the Company have been implemented in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations) and are in conformity with the terms and conditions of the special resolution(s) passed by the shareholders of the Company in this regard, approving the Scheme(s).

2. Option movement during the year for FY 2025-26:

Options granted (if any fresh grant this year): 197,612 options Granted

Options vested: Nil

Options exercised: Nil

Total number of shares arising as a result of exercise: Nil

Options lapsed/forfeited: Nil

Exercise price: 10 Rs.

Variation in terms of options, if any: NA

Money realised by exercise of options: NA

Total number of options in force (outstanding) at year-end: 197,612 options Granted

3. Employee-wise details of options granted to:

Key Managerial Personnel (KMP): 181,584 options Granted

Any employee receiving grant equaling/exceeding 1% of issued capital during any one year: NA

Any identified employee granted options during the year equal to or exceeding 1% of issued capital of the company at the time of grant: NA

4. Details of the trust, if the trust route is used (secondary acquisition) - The Company has not adopted the trust route for implementation of its Employee Stock Option Scheme (ESOP). Accordingly, no trust has been constituted for the purpose of secondary acquisition of shares, and the disclosure relating to shareholding of the trust or voting rights exercised by the trust is not applicable.

Web link disclosure The complete Employee Stock Option Scheme (ESOP) document, as approved by the Board of Directors, is available on the Company s website at the following link: 4-TBI-Employees-Stock-Option-Scheme-2025-Annexure-IV.pdf

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The Risk Management Policy has been uploaded on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Risk-Management-Policy.pdf

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth not exceeding INR 25

Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implement CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CSR Policy of the company: The CSR Policy of the Company is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Corporate-Social-Responsibility-Policy-.pdf

The company through its CSR initiative towards supporting projects in the areas of education, Animal welfare, poverty, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfilment of its role as Socially Responsible Corporate.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - III with this report.

POLICIES OF THE COMPANY

REMUNERATION AND APPOINTMENT POLICY

The Nomination and Remuneration Committee ( NRC ) formulates and recommends to the Board the appropriate qualifications, positive attributes, characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Policy for appointment and removal of Directors and determining

Directors independence is available on our website at https://tbicorn.com/wp-content/uploads/2024/01/Nomination-and-Remuneration-Policy.pdf

The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and relationship of remuneration to performance is clear and meets appropriate performance benchmarks and c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Related-Party-Transaction-Policy.pdf

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Code-of-Conduct-for-Directors-and-Senior-Management.pdf

PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Code-of-Conduct-UPSI.pdf

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Preservation-Policy.pdf

DIVIDEND DISTRIBUTION POLICY

Pursuant to Provisions of Regulations, the Company has adopted the Dividend Distribution Policy, which covers various parameters based on which the Board may recommend or declare Dividend. The same is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Dividend-Distribution-Policy.pdf.

BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Risk-Management-Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Whistle-Blower-Policy.pdf

POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information is available on the website of the Company at https://tbicorn.com/wp-content/uploads/2024/01/Determing-Materiality-of-Information-and-Event-Policy.pdf

SECRETARIAL STANDARD

Your directors states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.

OTHER REGULATORY REQUIREMENT

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at 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 Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

The following is the Summary of sexual harassment complaints received and disposed off during the FY 2026:

Sr.	Particulars	Nos.
No.
1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed of during the year; and	N.A.
3.	Number of cases pending for more than ninety days.	N.A.

DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

Sr.	Particulars	Nos.
No.
1.	Number of women employees working	5
2.	Number of women employees eligible for Maternity Benefit	3
3.	Number of women employees who availed Maternity Benefit	0

INDUSTRIAL RELATIONS

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. Your Company would like to inform you that it has not received any complaint on the SCORES during financial year 2025-26.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, ( Rules ), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Registered Office:	By Order of the Board of Directors of
A5/3 & A5/4, MIDC, Miraj		TBI Corn Limited ,
Sangli Maharashtra 416410
Date: 03 rd September, 2026	Ninad Anand Yedurkar	Yogesh Laxman Rajhans
Place: Sangli	Whole-time director & CFO	Managing Director
	DIN: 05266899	DIN: 09408693