Tejassvi Aaharam Ltd Directors Report

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Oct 23, 2026|04:01:00 PM

Tejassvi Aaharam Ltd Share Price directors Report

DIRECTORS REPORT

Dear Shareholders,

Your directors have pleasure in presenting the Thirty Second (32nd) Annual Report together with the Audited Financial statements of your Company for the year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The standalone financial statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the Indian Accounting standards (IND AS) as noticed by the Ministry of Corporate Affairs and as amended from time to time.

The Summarized financial performance of your Company is given in the table below;

(In Lakhs)

Particulars

For the Year ended on 31st March, 2026 For the Year ended on 31st March, 2025

Revenue from operations

8,208.03 1,792.45

Other income

- -

Total revenue

8,208.03 1,792.45

Expenses

8,308.07 1,865.09

Profit/ (loss) before exceptional items and tax

(100.40) (72.64)

Exceptional items

- -

Profit/ (loss) before tax

(100.40) (72.64)

Tax expense

- -

Profit/ (loss) for the period

(100.40) (72.64)

Other comprehensive income net of income tax

-

-

Total comprehensive income for the period

- -

Earnings per share

(143) (1.04)

2. STATE OF AFFAIRS

During the financial year, the Company undertook trading activities involving the purchase and sale of goods at relatively low profit margins. These activities were carried out as part of the Companys strategic business development initiatives to explore market opportunities and identify suitable distribution channels.

3. DIVIDEND

In view of the financial position of the Company, the Board of Directors does not recommend any dividend for the financial year ended 31st March, 2026.

4. DETAILS OF SUBSIDIARIES, JOINT VENTURE (JV) OR ASSOCIATE COMPANIES (AC)

As on 31st March, 2026, the Company did not have any Subsidiary, Associate or Joint Venture Company. So, the reporting of separate statement containing the salient features of the financial statement of subsidiary company or subsidiaries and associate companies or companies in form AOC- 1 is not applicable to the company.

5. AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES.

The Reserves at the end of the year 31st March, 2026 is at Rs. (1,400.96) Lakhs as against the Total Reserves of Rs. (1,300.92) Lakhs as at 31st March, 2025. During the financial year ended 31st March, 2026, the Company did not transfer any amount to the Reserves.

6. CAPITAL STRUCTURE OF THE COMPANY

During the year under consideration, there is no change in Capital Structure of the Company as on 31st March, 2026. However, Shareholders of the company by way of Postal Ballot on 26th March 2026, has approved the increase in Authorised Share Capital of the company from Rs. 25 Crores comprising of 1,00,00,000 (One Crore) equity shares of face value Rs. 10 (Rupees Ten) each and 15,00,000 (Fifteen Lakh) preference shares of face value Rs. 100 (Rupees Hundred) each to, Rs. 75 Crores comprising of 6,00,00,000 (Six Crore) equity shares of face value Rs. 10 each and 15,00,000 (Fifteen Lakh) preference shares of face value Rs. 100 (Rupees Hundred) each.

Further, during the year under report company has not made or issued

• Buyback of shares or

• Bonus shares, or

• Sweat equity shares, or

• Equity with differential voting rights, or

• Employee stock option.

• Any Other securities which carries a right or option to convert into equity shares.

However, the Company has, on 20th July, 2026, allotted 5,11,62,204 (Five Crore Eleven Lakh Sixty- Two Thousand Two Hundred and Four) equity shares of Rs. 10/- (Rupees Ten) each at par, aggregating to Rs. 51,16,22,040/- (Rupees Fifty One Crore Sixteen Lakh Twenty Two Thousand and Forty) for consideration other than cash, by way of a share swap, to the shareholders of Funk Foods Private Limited ("FFPL"), pursuant to the Share Purchase Agreement dated 13th February 2026.

7. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2025-26 there was no change in the nature of business of the Company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except for the preferential allotment of equity shares made by the Company on 20th July, 2026.

Subsequent to the said allotment, the Board of Directors, at its meeting held on 29th July, 2026, classified Five (5) out of the Ten (10) allottees as forming part of the Promoter and Promoter Group. Consequently, the shareholding of the Promoter and Promoter Group stood at 72.55% of the postissue paid-up share capital of the Company. Accordingly, the said preferential allotment resulted in a change in control of the management of the Company.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, the Company has Four (4) Directors consisting of Two (02) Independent Directors and Two (02) Non-Executive Non-Independent Directors.

I. DISQUALIFICATION OF DIRECTORS

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013. Certificate on Non-Disqualification, as required under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is forming part of the Corporate Governance Report forming part of this Annual Report.

II. DETAILS OF CHANGES OF THE DIRECTORS MENTIONED BELOW

o Mr. Sridharan Santhoshkumar (DIN: 00580728) was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from 9th October, 2024. His appointment was subsequently regularized by the Members at the 31st Annual General Meeting of the Company held on 30th September, 2025.

o Mr. Sethuraman Dhilipkumar (DIN: 00580772) was appointed as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from 9th October, 2024. His appointment was subsequently regularized by the Members at the 31st Annual General Meeting of the Company held on 30th September, 2025. Further, Mr. Sethuraman Dhilipkumar (DIN: 00580772) has tendered resignation with effect from 20th September 2026.

o Mr. Chinnathambi Vinothkumar (DIN: 09098986) was re-appointed as Director (Non Executive, Independent) of the company at the meeting of the board of directors held on 20th June, 2026, for a further term of one (01) year commencing from 22nd June 2026, subject to approval of members at this ensuing Annual General Meeting of the company. Further, Mr. Chinnathambi Vinothkumar (DIN: 09098986) has tendered resignation with effect from 20th September, 2026.

o Ms. Thangavelu Dhana Lakshmi (DIN: 09291452) was re-appointed as Director (Non Executive, Independent) of the company at the meeting of the board of directors held on 14th August 2026, for a further term of one (01) year commencing from 24th August 2026, subject to approval of members at this ensuing Annual General Meeting of the company. Further, Ms. Thangavelu Dhana Lakshmi (DIN: 09291452) has tendered resignation with effect from 20th September 2026.

o Mr. Shyamkumar (DIN: 09098976), Managing Director of the company has resigned from the position of directorship with effect from 08th October, 2025.

o Mr. Natarajan Prasanna (DIN: 01684876) has been appointed as Additional Director (Executive, Non-Independent) and Managing Director with effect from 07th September 2026 for a term of 03 (Three) years subject to approval of members of the company.

o Mr. Shreyas Raghav (DIN: 09512662) has been appointed as Additional Director (Exceutive, Non-Independent) with effect from 07th September 2026 for a term of 03 (Three) years subject to approval of members of the company.

o Ms. Ramya (DIN: 05300412) has been appointed as Additional Director (Non-Exceutive, Non-Independent) with effect from 07th September 2026 subject to approval of members of the company.

o Mr. Subramanian Neelakantan (DIN: 01474064) has been appointed as Additional Director (Non-Exceutive, Independent) with effect from 07th September 2026 for a term of 03 (Three) years subject to approval of members of the company.

o Ms. Vijayalakshmi Rajesh (DIN: 10708144) has been appointed as Additional Director (Non-Executive, Independent) with effect from 07th September 2026 for a term of 03 (Three) years subject to approval of members of the company.

o Ms. Aruna Subramaniam (DIN: 00896962) has been appointed as Additional Director (Non-Executive, Independent) with effect from 07th September, 2026 for a term of 03 (Three) years subject to approval of members of the company.

III. WOMAN DIRECTOR

Pursuant to the provisions of Section 149 of the Companies Act, 2013, read with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has one Woman Independent Director, Ms. Thangavelu Dhana Lakshmi (DIN: 09291452), on its Board of Directors. On 07th September 2026, the board has inducted Ms. Ramya, Ms. Vijayalakshmi Rajesh and Ms. Aruna Subramaniam as directors of the company.

IV. INDEPENDENT DIRECTOR

During the period under review, the Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

V. DETAILS OF THE KEY MANAGERIAL PERSONNEL

The following persons were designated as the Key Managerial Personnel pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on date of the report:

S.NO NAME OF THE KEY MANAGERIAL PERSONNEL

DESIGNATION

1 Parameswaran Ramesh

Chief Financial officer

2 Abhishek Lohia

Company secretary and Compliance officer

Except for the resignation of Mr. Shyamkumar (DIN: 09098976) from the position of Managing Director of the Company, there were no other changes in the Key Managerial Personnel of the Company during the year. Also, Mr. Parameswaran Ramesh has tendered his resignation with effect from 15th September 2026.

VI. RETIRE BY ROTATION

Mr. Sridharan Santhoshkumar (DIN: 00580728) retires by rotation at the ensuing 32nd Annual General Meeting and expressed his un-willingness for re-appointment. The brief resume and other details as required under the Listing Regulations and Secretarial Standard on General Meetings (SS-2) are provided in the Notice of the 32nd Annual General Meeting of the Company.

10. BOARD & COMMITTEES

A) BOARD MEETINGS

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors (including one woman director) who bring to the table the right mix of knowledge, skill and expertise. The Board achieving its business objectives and protecting the interest of the stakeholders.

During the year, Five (5) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming part of this Annual Report.

The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B) COMMITTEES OF THE BOARD

As per regulatory requirements and with a view to have focused deliberation, the Board has constituted following committees.

Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, four (04) meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Committee

Nomination and Remuneration Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, one (1) meeting of the Committee was held, the details of the composition of the Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration Committee.

Stakeholders Relationship Committee

This Committee considers and resolves the grievances of security holders of the Company inter-alia including grievances related to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee also reviews measures taken for effective exercise of voting rights by shareholders, adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar to an Issue & Share Transfer Agent and ensuring timely receipt of annual reports by the shareholders of the company. The details of the composition of the stakeholders relationship committee are given in the Corporate Governance Report which forms part of this Annual Report.

11. EVALUATION OF BOARD, COMMITTEES OF DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee had carried out an annual evaluation of the Board as a whole, various Committees, Directors individually and the Chairman. Performance of the Board and Board committees were evaluated on various parameters such as structure, composition, quality, diversity, experiences, competencies, performance of specific duties and obligations, conduct of meetings, quality of decision making and overall board effectiveness.

The performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment.

12. PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company firmly provides a safe, supportive and friendly workplace environment- a workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture.

All employees (permanent, contractual, temporary and trainees) are covered under Policy framed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act"). The Policy has been widely communicated internally and is placed on the Companys intranet portal. The Company has zero tolerance towards sexual harassment.

The POSH Policy is available on the website of the Company and can be accessed at the web-link: https://talchennai.com/investor-details-2/.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee ("ICC") under the POSH Act to redress complaints received regarding sexual harassment. To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company creates awareness by imparting necessary trainings.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY 2025-2026, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY 2025-2026 - NIL

b) Number of complaint(s) disposed of during FY 2025-2026 - NIL

c) Number of cases pending for more than 90 days (which is stipulated timeline for completion of an inquiry into a compliant of sexual harassment under POSH Act) - Nil

d) Number of cases pending as on 31st March 2026 — Nil

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The mandatory provisions of CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17. POLICIES

? VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the Company noticed by them which could adversely affect companys operations to the Chairman of the Audit Committee.

No concerns or irregularities have been reported during the period. The Company hereby affirms that no Director/employee has been denied an access to the Chairman of the Audit Committee and that no complaints were received during the year.

? RISK MANAGEMENT POLICY

The Company has already in place an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Through risk management approach, the Company ensures that risk to the continued existence as a going concern and to its development are identified and addressed on a timely basis.

? POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

18. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 financial year 31st March 2026 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 had prepared Annual Accounts on a going concern basis;

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

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

19. RELATED PARTY TRANSACTIONS

During the financial year under review, the Company did not enter into any contracts or arrangements with related parties falling within the purview of Section 188 of the Companies Act, 2013. Further, there were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interests of the Company at large.

Accordingly, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in Form AOC-2, is not applicable to the Company.

20. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance and best corporate practices. The report on Corporate Governance for the year ended 31st March, 2026 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as ANNEXURE I. The Certificate regarding compliance of conditions of Corporate Governance is attached to the report of Corporate Governance forming part of this Annual Report.

21 .MANAGEMENT DISCUSSION & ANALYSIS

A Management Discussion & Analysis as required under the SEBI, LODR is annexed and forming part of the Directors Report in "ANNEXURE II".

22. AUDITORS

A) STATUTORY AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants (ICAI Firm Reg. no 004207S) has been appointed as the Statutory Auditors of the Company for a period of 5 years in the Annual general Meeting held on 29th September, 2022 to hold the office till the conclusion of Annual general meeting to be held in the year 2027.

Auditors Report:

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2025-2026. The auditor states following remark in CARO Report for the Financial Year 2025-26

PARTICULARS

MANAGEMENT REPLY

Company is regular in depositing undisputed statutory dues income-tax, to it during the year with appropriate authorities except the dues pertaining to Income Tax which are not deposited exceeding six months

Management has submitted a reply to the Department and awaiting order from respective authorities

 

Name Statute

Nature of Dues

Tax Disputed (in lacs)

Period

The Income Tax Act, 1961

Income Tax

32.83 Lacs

AY 2011 - 12

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.There have been no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2025-2026.

B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed of M/s. Chitra Lalitha & Associates, a Practicing Company Secretaries (Firm Registration No. P2021TN085400 and Peer Review Certificate No. 6325/2024) as Secretarial Auditors of the Company for the Financial Year 2025-26. The report of the Secretarial Auditors is enclosed as Annexure III to the Directors Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors have not reported any incident of fraud for the year under review.

C) INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. Darmesh & Associates, Chartered Accountants, (Firm Registration No. 015528S) were appointed as the Internal Auditors of the Company for the Financial Year 2025-26.

23.CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY:

Steps taken for conservation of energy

Steps taken for utilizing alternate sources of energy

NIL

Capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION:

Efforts made for technology absorption

Benefits derived like product improvement, cost reduction, product development or import substitution

Expenditure on Research & Development, if any

Details of technology imported, if any

NIL

Year of import

Whether imported technology fully absorbed

Areas where absorption of imported technology has not taken place, if any

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange earned: NIL Total Foreign exchange outgo NIL

24. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure with respect to the remuneration of directors and employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE-IV to this report.

25. DEMATERIALIZATION OF SHARES

As on 31st March 2026, 67,14,370 equity shares representing 95.92 % of the total equity share capital of the Company were held in dematerialized form with NSDL & CDSL. The shareholders can vail the facility provided by NSDL and CDSL. Shareholders are requested to convert their physical holdings into dematerialized form to derive the benefits of holding the shares in electronic form.

26. COST AUDITOR

The provisions relating to Cost Audit of cost records under Section 148 of the Companies Act, 2013 are not applicable to the Company.

27. REPORTING OF FRAUDS

During the period under review, there were no instances of fraud requiring reporting under Section 143(12) of the Companies Act, 2013.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

29.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

30.PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for the Prevention of Insider Trading in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

31. CODE OF CONDUCT

Your Company has adopted a Code of Conduct Policy, which is available on the Companys website (https://talchennai.com/investor-details-2/). All the Board Members and the senior management personnel have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2026.

32. DIRECTOR / CFO CERTIFICATION

The Director/ CFO has provided the requisite certification to the Board in respect of financial and other matters, in accordance with the provisions of the Listing Regulations pertaining to CEO/ CFO certification for the financial year ended 31st March, 2026 as ANNEXURE V.

33. LISTING

The equity shares of your Company continued to be listed on BSE Limited (formerly known as Bombay Stock Exchange Limited) during the financial year under review. The listing fees for the financial year 2025-26 have been duly paid.

34. ANNUAL RETURN

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company (https://talchennai.com/)

35. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

36. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company is in compliance with the provisions relating to maternity benefits as contained in Chapter VI of the Code on Social Security, 2020, which subsumes the provisions of the Maternity Benefit Act, 1961, for the year under review.

37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: NIL

38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL

39. ACKNOWLEDGEMENTS

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. customers, members, dealers, 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 the employees of the Company for their unstinted commitment and continued contribution to the Company.

For TEJASSVI AAHARAM LIMITED

Sd/-

Sd/-

SETHURAMAN DHILIPKUMAR

SRIDHARAN SANTHOSHKUMAR

DIRECTOR

DIRECTOR

DIN:00580772

DIN:00580728

Date: 07th September, 2026

Place: Chennai

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