Technichem Organics Ltd Directors Report

Dear Members,

The Board of Directors has pleasure in presenting the 30^th Annual Report of Technichem Organics Limited (formerly known as Technichem Organics Private Limited (hereinafter referred to as the Company") along with the Audited Financial Statements for the Financial Year ended 31^st March, 2026 ("the year/period under review")

1. FINANCIAL RESULTS:

(Rs. in lakh)

Particulars	2025-26	2024-25
Profit before Interest and Depreciation	570.74	825.88
Less : Interest	121.40	144.77
Profit before Depreciation	449.34	681.11
Less : Depreciation	180.73	163.15
Profit before Tax	268.61	517.96
Less : Current Tax	23.50	80.85
Less: Tax in respect of earlier years	(3.40)	6.94
Less: Adjustment for Deferred Tax Liability	(23.75)	27.29
Profit after tax	272.26	402.88

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1^st April, 2026 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommended any dividend for the year under review ended on 31^st March, 2026.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

3. PRODUCTION, SALES AND WORKING RESULTS:

During the year under review, Your Company has achieved during the year, Profit before Interest and Depreciation of Rs. 570.74 lakh as compared to Rs. 825.88 lakh during 2024-25. After charging for finance cost and Depreciation, the Company has Profit before tax of Rs. 268.61 lakh as compared to Profit of Rs. 517.96 lakh during 2024-25. After providing for current taxes and making adjustments for deferred tax, the Profit after tax stood at Rs. 272.26 lakh compared to Profit of Rs. 402.88 lakh during 2024-25. After bringing forward balance of Profit and Loss account of Rs.900.02, the balance of Rs. 1172.28 lakh has been carried forward to Balance Sheet.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of BSE Limited w.e.f. 7^th January, 2025. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2026-27.

6. SHARE CAPITAL:

They are no changes in the capital structure of the Company during the period under review. The issued, subscribed and paid-up Share Capital of the Company as on 31^st March, 2026 was Rs. 1,73,21,250 divided into 17,32,12,500 equity shares of Rs. 10/- each. As on 31st March, 2026, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

9. UTILISATION OF FUNDS RAISED THROUGH IPO:

Statement on deviation / variation in utilization of funds raised

Name of listed entity	Technichem Organics Limited (formerly known as Technichem Organics Private Limited)
Mode of Fund Raising	Initial Public Offer (IPO)
Date of Raising Funds	3rd January, 2025.
Amount Raised	Rs. 25,24,50,000/-
Report filed for Quarter / Half year ended	31-03-2026
Monitoring Agency	Not applicable
Monitoring Agency Name, if applicable	Not applicable
Is there a Deviation / Variation in use of funds raised	No
If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders	Not applicable
If Yes, Date of shareholder Approval	Not applicable
Explanation for the Deviation / Variation	Not applicable
Comments of the Audit Committee after review	Not applicable
Comments of the auditors, if any	Not applicable

 

Original Object	Modified Object, if any	Original Alloca- tion	Modi- fied alloca- tion, if any	Funds utilized till 31-03- 2026	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
Funding of capital expenditure requirement towards Setting up of a new plant	N.A.	703.82	-	478.41-	-	The Funds are unutilized as on 31-03-2026 and will be utilized during the FY 2026-27
Repayment/Prepayment in full or in part of certain borrowings from banks, financial and non- banking financial companies	N.A.	1023.51	-	1023.51	-	The Funds have been utilized in total
General Corporate Purpose	N.A.	797.17	-	797.17	-	The Funds have been utilized in total

10. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

11. DIRECTORS:

11.1 One of your Directors viz. Mr. Anilkumar J. Pandya (DIN: 00921815) retires by rotation in terms of the Articles of Association of the Company. However, being eligible, offers himself for reappointment. 11.2 Ms. Jaina M. Mehta (DIN: 08573437) resigned from the office of Independent Director of the Company with effect from 7^th July, 2026. The Board of Directors places on record its sincere appreciation and gratitude for her valuable contribution, guidance and support during her tenure as an Independent Director of the Company and wishes her success in all her future endeavours. 11.3 The Board of Directors in their meeting held on 29^th July, 2026 have appointed Mr. Asim Pandya (DIN – 10627198) as an Additional Director (Non-executive Independent Director) w.e.f. 29^th July, 2026. Furthermore, the appointment of Mr. Asim Pandya as a Non-executive Independent Director for a period of 5 years is being proposed at the ensuing 30^th Annual General Meeting.

The above re-appointment(s) forms part of the Notice of the forthcoming 30^th AGM and the resolutions are recommended for your approval.

11.4 Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

11.5 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules. 11.6 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA).

11.7 The Board of Directors duly met Seven (7) times during the Financial Year 2025-26 on 28^th May, 2025, 27^th June, 2025, 22^nd July,2025, 26^th September,2025, 14^th November,2025 and 11^th December,2025, 9^th February, 2026.

Sr. No.	Name of Directors	Category of Directorship	No. of Board Meetings attended during 2025-26	Attendance at AGM held on 24-09-2025 Yes(Y)/No(N)
1	Mr. Bharat J. Pandya	Managing Director	7 of 7	Y
2	Mr. Anilkumar J. Pandya	Whole-time Director	7 of 7	Y
3	Mr. Piyush J. Nathwani	Whole-time Director	7 of 7	Y
4	Ms. Jaina Y. Mehta	Independent Director	7 of 7	Y
5	Ms. Anal R. Desai	Independent Director	7 of 7	Y
6	Mr. Utsav M. Shah	Independent Director	7 of 7	Y

11.8 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and Individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

11.9 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed: (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2026 being end of the financial year 2025-26 and of the Profit of the Company for the year; (iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

12 . INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

13. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No.	Name of the Director & Designation	Remuneration for the year 2025-26	% increase over last year	Parameters	Median of Employees Remuneration Rs in Lakh	Commission received from Holding/ Subsidiary
1.	Bharat J. Pandya (CMD)	36.00	NIL	-	2.44	-
2.	Anilkumar J. Pandya (WTD)	36.00	NIL	-	2.44	-
3	Piyush M. Nathwani (WTD)	33.00	37.50	-	2.44	-

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website–www.technichemorganics.com

14. KEY MANAGERIAL PERSONNEL:

Sr. No.	Name of the Director & KMP	Designation	Percentage (%) Increase (If any)
1.	Mr. Bharat J. Pandya	Managing Director	-
2	Mr. Anilkumar J. Pandya	Whole-Time Director	-
3	Mr. Piyush M. Nathwani	Whole-Time Director	37.50
4	Mr. Narayansingh J. Deora	Chief Finance Officer	-
5	Mr. Parth B. Thakkar	Company Secretary	-

15. PERSONNEL AND H. R. D.:

15.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

As the operations of the Company have been suspended, there is no material information to be provided. The relationship between average increase in remuneration and Companys performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

15.2 PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure – A.

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND

REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws. The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy on remuneration of Directors, Key Managerial Personnel and other Employees.

17. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

In a separate Meeting of Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of all the Directors.

18. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.technichemorganics.com

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure - B.

20. CORPORATE GOVERNANCE:

The requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 24,24A, 25, 26,26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the Company immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the Corporate Governance requirement, particularly in relation to appointment of Independent Directors including Woman Director in the Board, constitution of an Audit Committee,

Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report and is annexed to this report by way of Annexure - C.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, the Company had appointed M/s. Nishant Pandya & Associates, Practising Company Secretaries, Ahmedabad, as the Secretarial Auditors for the Financial Year 2025-26. The Secretarial Audit Report for the financial year ended 31^st March, 2026 is annexed to this Report as Annexure – D. The Report does not contain any qualification, reservation, adverse remark or disclaimer and, accordingly, no explanation is required from the Board.

During the year, the Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries (Firm Registration No. P2025GJ106000), as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2026-27 at a remuneration to be determined by the Board of Directors or a Committee thereof.

The Company has received the consent and eligibility certificate from M/s. Kashyap R. Mehta & Partners confirming that their appointment is in accordance with the provisions of the Companies Act, 2013 and the applicable rules framed thereunder.

23. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on 31^st March, 2026 is available on the Companys website www.technichemorganics.com.

24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. Audit Committee:

The Audit Committee consists of the following Directors as on 31^st March, 2026.

Name of Directors	Category	Position in the Committee	Attendance at the Meetings held
Mr. Utsav M. Shah	Non-Executive Independent Director	Chairman	4 of 4
Ms. Anal R. Desai	Non-Executive Independent Director	Member	4 of 4
Mr. Bharat J. Pandya	Managing Director	Member	4 of 4

The Audit Committee met 4 times during the Financial Year 2025-26. The maximum gap between two meetings was not more than 120 days except during the exemption period provided by SEBI. The Committee met on 28^th May, 2025, 22^nd July, 2025, 14^th November, 2025 and 9^th February, 2026.

The necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

- Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

- Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

- Review the Management Discussion & Analysis of financial and operational performance.

- Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.

- Review the investments made by the Company

All the Members on the Audit Committee have the requisite qualification. The Company Secretary acts as the Secretary to the Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following Directors as 31^st March, 2026:

Name of Directors	Category	Position in the Committee	Attendance at the Meetings held
Ms. Anal R. Desai	Non-Executive Independent Director	Chairperson	2 of 2
Mr. Utsav M. Shah	Non-Executive Independent Director	Member	2 of 2
Ms. Jaina M. Mehta*	Non-Executive Independent Director	Member	2 of 2

* Resigned as Independent Directors of the Company w.e.f. 7^th July, 2026.

Nomination & Remuneration Committee met Two (2) time during the Financial Year 2025-26 on 28^th May, 2025, and 9^th February, 2026. The necessary quorum was present for the Meetings. The Chairman of the Nomination & Remuneration Committee was present at the last Annual General Meeting of the Company.

The Board of Directors in their meeting held on 29^th July, 2026 have reconstituted the Nomination and Remuneration Committee of the Company as follows w.e.f. 29^th July, 2026.

1.	Ms. Anal R. Desai	Chairperson
2.	Mr. Utsav M. Shah	Member
3.	Mr. Asim Pandya@	Member

@ Appointed as Independent Director of the Company w.e.f. 29^th July, 2026.

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

- For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and c) Consider the time commitments of the candidates.

- Formulation of criteria for evaluation of performance of independent directors and the board of directors;

- Devising a policy on diversity of board of directors;

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

- Recommend to the board, all remuneration, in whatever form, payable to senior management.

C. Stakeholders Relationship Committee:

The Board has constituted a Stakeholders Relationship Committee for the purpose of effective Redressal of the complaints and concerns of the shareholders and other stakeholders of the Company.

The Stakeholders Relationship Committee met one (1) time during the Financial Year 2025-26 on 14^th November, 2025.

The Committee comprises the following Directors as members as on 31^st March, 2026:

Name of Directors	Category	Position in the Committee	Attendance at the Meetings held
Ms. Anal R. Desai	Non-Executive Independent Director	Chairperson	1 of 1
Mr. Anilkumar J. Pandya	Whole-time Director	Member	1 of 1
Ms. Jaina M. Mehta#	Non-Executive Independent Director	Member	1 of 1

# Resigned as Independent Directors of the Company w.e.f. 7^th July, 2026.

The Board of Directors in their meeting held on 29^th July, 2026 have reconstituted the Stakeholders Relationship Committee of the Company as follows w.e.f. 29^th July, 2026.

1. Ms. Anal R. Desai	Chairperson
2. Mr. Anilkumar J. Pandya	Member
3. Mr. Asim Pandya $	Member

$Appointed as Independent Director of Company w.e.f. 29^th July, 2026

Details of investor complaints received and redressed during Fiscal 2025-26 are as follows:

Opening balance	Received during the year	Resolved during the year	Not solved to the satisfaction of shareholders	Closing balance
Nil	Nil	Nil	Nil	Nil

There was no valid request for transfer of shares pending as on 31^st March, 2026. Mr. Parth B. Thakkar, Company Secretary is the Compliance Officer for the above purpose.

The terms of reference of the Committee are:

- Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

- Review of measures taken for effective exercise of voting rights by shareholders.

- Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

- Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

25. GENERAL:

25.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. B. K. Chavda & Co. LLP, Chartered Accountants (FRN: 125064W), Peer Reviewed Certificate No. 016915), were appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting for a period of 5 years i.e. for financial years 2025-26 to 2029-30. They continue to hold office as Statutory Auditors till the conclusion of 34^th AGM to be held in the year 2030.

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

25.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

25.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

25.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

25.5 SUBSIDIARIES/ ASSOCIATES/ JVs:

The Company does not have any Subsidiaries/ Associate Companies / JVs.

25.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

25.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

25.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

25.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

a. Number of complaints received during the year	Nil
b. Number of complaints disposed off during the year	Nil
c. Number of cases pending for more than 90 days	Nil

22.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

25.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

25.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

25.13 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

25.14 VIGIL MECHANISM/ WHISTLE-BLOWER POLICY:

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy provides for adequate safeguards against victimization of persons who complain under the mechanism and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the functioning of the Vigil Mechanism framework.

The Whistle Blower Policy is available on the Companys website at www.technichemorganics.com.

25.15 With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

26. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

27. DEMATERIALISATION OF EQUITY SHARES:

During the year under review, the Company has entered into tripartite agreements for dematerialization of Equity Shares with the Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on 31^st March, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company .Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN allotted is INE0ZHT01012.

28. FINANCE:

During the year under review, the Company was generally regular in payment of Principal and Interest to the Financial Institutions/Banks.

The Income tax and GST Assessment of the Company have been completed up to Assessment Year 2025-26 and the Financial Year 2022-23 respectively.

29. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, to the extent applicable.

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per Section 135(9) of the Companies Act, 2013, if the amount to be spent by a company under section 135(5) of the Companies Act, 2013 does not exceed Rs. 50,00,000/- (Rupees Fifty Lakh only), then the requirement under section 135(1) of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee is not be applicable and the functions of such CSR Committee as provided under section 135 of the Companies Act, 2013 shall, be discharged by the Board of Directors of the Company. Accordingly, the Company has not constituted CSR committee and functions of CSR committee are being discharged by the Board of Directors of the Company. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities is annexed herewith as Annexure – E.

31. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.

32. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

33. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

34. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

35. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

	For and on behalf of the Board,
	Bharat J. Pandya
Place: Ahmedabad	Chairman & Managing Director
Date : 29th July, 2026	DIN: 00921775