Tembo Global Industries Ltd Directors Report

Dear Members,

The Board of Directors of Tembo Global Industries Limited (‘Tembo or ‘Company) are pleased to present the 16^th (Sixteenth) Annual Report along with Audited Standalone and Consolidated Financial Statements (“Audited Financial Statements) of the Company for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS :

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

A snapshot of the Companys financial performance for Financial Year 2025-26 vis-a-vis Financial Year 2024-25 is as under: -

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from operations (Net)	1,02,790.94	65,501.85	1,09,018.62	74,324.98
Other income	1,156.01	379.89	1,462.09	310.42
Total Income	1,03,946.95	65,881.74	1,10,480.71	74,635.40
Total expenses	93,522.44	60,209.00	97,932.15	67,074.00
Profit before exceptional items and tax	10,424.51	5,672.74	12,548.56	7,561.40
Add: Exceptional items	0	0	402.84	54.07
Profit before tax	10,424.51	5,672.74	12,951.40	7,615.47
Les: Tax expenses
(a) Current tax	(2,619.73)	(1,471.56)	(3,154.05)	(2,036.97)
(b) Deferred tax charge	1.43	(7)	1.43	8.09
(c) Current tax adjustments of earlier years	23.01	(119.62)	24.44	(119.62)
Total tax expense	(2,595.29)	1,598.19	(3,128.18)	(2,148.50)
Non-controlling interest	0	0	(690.01)	(370.47)
Profit after taxes	7,829.23	4,074.55	9,133.21	5,096.50
Earnings per share (Basic)(Rs.)	47.24	26.16	55.11	32.77
Earnings per share (Diluted) (Rs.)	43.92	24.86	51.23	31.13

1. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of the Company.

2. STATE OF COMPANYS AFFAIRS:

The Board of Directors takes pleasure in presenting the state of affairs and performance of your Company for the financial year ended March 31, 2026.

Your Company, together with its subsidiaries, is engaged in the business of manufacturing and trading of engineering products (pipe support systems, fasteners, anchors, HVAC and antivibration solutions, forged fittings and flanges, fire-fighting and MEP solutions) and trading of fabrics and textile materials, and has, during the year under review, expanded its footprint into solar energy and defence manufacturing through its subsidiaries.

Standalone Financial Performance of your Company:

The Company achieved a net turnover of Rs.1,02,790.94 Lakhs in FY 2025-26 as against Rs.65,501.85 Lakhs in FY 2024-25, registering a robust growth of 56.93%. Profit before exceptional items and tax increased significantly to Rs.10,424.51 Lakhs from Rs.5,672.74 Lakhs in the previous year, reflecting a growth of 83.77%. The Company reported a Profit After Tax (PAT) of Rs.7,829.23 Lakhs in FY 2025-26 compared to Rs.4,074.55 Lakhs in FY 2024-25, representing a strong increase of 92.15%.

Consolidated Financial Performance of your Company:

The Company achieved a net turnover of Rs.1,09,018.62 Lakhs in FY 2025-26 as against Rs.74,324.98 Lakhs in FY 2024-25, registering a growth of 46.67%. Profit before exceptional items and tax increased to Rs.12,548.56 Lakhs from Rs.7,561.40 Lakhs in FY 2024-25, representing a growth of 65.95%. The Company reported a Profit After Tax (PAT) of Rs.9,133.21 Lakhs in FY 2025-26 compared to Rs.5,096.50 Lakhs in FY 2024-25, reflecting a substantial increase of 79.20%.

Operational Highlights:

The Manufacturing and Trading of Engineering Products segment remained the primary growth driver during the year, supported by demand from the oil & gas, chemicals, marine, water, power, shipbuilding, nuclear, HVAC and EPC-linked sectors, while the Trading of Fabrics and Textile Materials segment continued to contribute to consolidated revenue.

The Company commenced operations at its new manufacturing facility at Vasai during the year, with an installed capacity of approximately 1,05,000 MTPA, representing a sixfold expansion in production capacity. The Company also raised approximately Rs. 166.20 Crore during the year to support its EPC and engineering growth plans, secured a consultancy project worth Rs. 107 Crore with Adani Enterprises Limited and won a Rs. 300 Crore tender from KNPC for upgradation of its Sea Island facility.

Key financial ratios as on March 31, 2026 (Consolidated) were: Debt-to-Equity Ratio of 0.77:1, Return on Capital Employed (ROCE) of 18.4%, and Return on Equity (ROE) of 20.0%.

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The Company continues to be engaged in the business of manufacturing, fabrication, jobbing and trading of engineering products, including pipe support systems, fasteners, anchors, HVAC and anti-vibration solutions, forged fittings, flanges, and allied products, as well as trading of fabrics and textile materials.

4. COMPANY OVERVIEW

Tembo Global Industries Limited (“the Company”), formerly known as Saketh Exim Limited, was incorporated in 2010 and is listed on the National Stock Exchange of India Limited (NSE: TEMBO). The Company is engaged in the business of manufacturing, fabrication, jobbing and trading of engineering products — including pipe support systems, fasteners, anchors, antivibration systems, HVAC solutions, forged fittings and flanges, and allied equipment for industrial, commercial, utility and OEM installations — and trading of fabrics and textile materials, operating through its two primary business segments, namely

(i) Manufacturing and Trading of Engineering Products, and

(ii) Trading of Fabrics and Textile Materials.

The Companys registered office is located in Navi Mumbai, Maharashtra, with manufacturing facility commissioned during the year at Vasai, Maharashtra. The Company serves a diversified customer base across the Oil & Gas, Chemicals & Petrochemicals, Marine, Shipbuilding, Nuclear, Power, Construction, Steel, Cement, Mining and Automobile sectors, both in India and internationally, with regional sales and distribution presence across the United States, United Kingdom, the Gulf, and Asian and European markets.

During the year under review, the Company continued to strengthen its core engineering products business and, through its subsidiaries, expanded into new business verticals, namely solar energy and defence manufacturing, in line with its long-term growth and diversification strategy.

5. CREDIT RATING

The Companys credit profile continues to strengthen, reflecting its improving scale of operations, healthy profitability and robust liquidity position. Infomerics Valuation and Rating Limited assigned fresh ratings of IVR BBB+/Stable to the Companys Long-Term Bank Facilities and IVR A2 to its Short-Term Bank Facilities, affirming the Companys strong business fundamentals and its demonstrated ability to meet debt servicing and other financial obligations in a timely manner. CARE Ratings Limited had earlier reaffirmed the Companys Long-Term and Short-Term Bank Facilities at CARE BBB- and CARE A3 respectively, on the back of the Companys growing scale of operations and improving margins

6. DIVIDEND:

During the financial year under review, the Board of Directors at their meeting held on January 12, 2026, declared an Interim Dividend of Re. 1/- per equity share (10% of the face value of Rs. 10/- each) for FY 2025-26. Record date: January 16, 2026. Paid on or before February 10, 2026.

The total dividend for FY 2025-26 (Interim) amounts to Re. 1/- per equity share (10% of the face value of Rs. 10/- each).

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Board of Directors of the Company has formulated and adopted a Dividend Distribution Policy with the objective of rewarding shareholders, retaining capital for growth and ensuring fairness and consistency in distributing profits to Shareholders, which is available on the Companys website at https://tembo.in/

7. AMOUNT TRANSFERED TO RESERVES:

The Company has not transferred any amount out of the Current year profits to the General Reserve of the Company.

8. ANNUAL RETURN:

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, the draft Annual Return of the Company for financial year 2025-26 is available on the website of the Company at https://tembo.in/investors/

In terms of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

After the filing of Annual Return for financial year 2025-26 with MCA, the aforesaid draft version of the Return will be replaced with the final version.

9. BOARD MEETING(S) AND COMMITTEE!S) OF BOARD

The Board of Directors met 14 (Fourteen) times during the year under review. During the period, your Company has complied with the Secretarial Standards 1 related to Board Meetings and Secretarial Standards 2 related to General Meetings issued by the Institute of Company Secretaries of India respectively

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Companys Board of Directors has established both mandatory and non-mandatory Committee(s) in accordance with the requirements of the SEBI Listing Regulations and the Act.

The list of the Committees is as follows:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholders Relationship Committee

During the year under review, there were no instances where the recommendations of the Committee(s) were not accepted by the Board.

The details of Board and Committee(s) composition, meetings, attendance, and terms of reference of respective committee(s) is available in Corporate Governance Report annexed to Board report and forms part of this Annual Report.

10. BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

As of March 31, 2026, Companys Board is comprised of total 10 members i.e. two Executive Directors, three Non-Executive Non-Independent Director and five Independent Directors. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Re-appointments at the last AGM

The Shareholders of the Company, at the 15^th Annual General Meeting held on December 30, 2025, approved the re-appointment of Mr. Sanjay Jashbhai Patel (DIN: 01958033) and Mr. Shabbir Huseni Merchant (DIN: 01004618), who retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and, being eligible, offered themselves for re-appointment.

Cessations

During the year under review and up to the date of this Report, the following changes took place in the composition of the Board of Directors of the Company on account of cessation:

• Mr. Prakash Sanjay Karpe (DIN: 10236412), Independent Director, resigned from the office of Director with effect from April 9, 2025, on account of personal commitments and preoccupation;

• Mr. Karan Ishwar Shinde (DIN: 10065699), Independent Director, resigned from the office of Director with effect from April 9, 2025, to pursue new opportunities;

• Mr. Jehan Variava (DIN: 07825744), Independent Director, resigned from the office of Director with effect from April 9, 2025, on account of pre-occupation and prior professional/personal commitments;

• Mrs. Smita Patel (DIN: 00348305), Non-Executive Director, resigned from the office of Director with effect from April 9, 2025, on account of other commitments;

• Mr. Jasbir Singh Jaswant Singh Anand (DIN: 08017248), Independent Director, resigned from the office of Director with effect from May 30, 2025, on account of professional preoccupation; his resignation was noted and accepted by the Board on July 15, 2025;

• Mr. Firdose Vandrevala (DIN: 00956609), Non-Executive Director, resigned from the office of Director with effect from the close of business hours on December 20, 2025, on account of other professional engagements;

• Mr. Piyush Jashbhai Patel (DIN: 01958072), Non-Executive Director, resigned from the office of Director with effect from April 9, 2026, on account of ill health.

• Ms. Homai Ardeshir Daruwalla (DIN: 00365880), Independent Director, resigned from the office of Director with effect from August 12, 2026, on account of pre-occupation.

The Board placed on record its appreciation for the valuable contributions made by each of the aforesaid Directors during their respective tenures with the Company.

Appointments

During the year under review and up to the date of this Report, the following changes took place in the composition of the Board of Directors of the Company on account of appointment:

• Ms. Homai Ardeshir Daruwalla (DIN: 00365880), Mr. Ajay Madan (DIN: 07191447), Mr. Sumantra Sarathi Mahata (DIN: 08524659) and Mr. Nikunj Barot (DIN: 11034775) were appointed as Additional Independent Directors with effect from April 9, 2025, and their appointment as Independent Directors was approved by the Members through Postal Ballot on May 15, 2025;

• Mr. Ankit Bhaskar (DIN: 10802820) was appointed as an Additional Independent Director with effect from January 12, 2026, for a period of one year, and his appointment as an Independent Director, not liable to retire by rotation, was approved by the Members at the Extra-Ordinary General Meeting held on March 24, 2026;

• Mr. Piyush Jashbhai Patel (DIN: 01958072) was appointed as a Non-Executive Director pursuant to an Ordinary Resolution passed by the Members at the Extra-Ordinary General Meeting held on March 24, 2026 He subsequently ceased to be a Director with effect from April 9, 2026.

Proposed re-appointment of Directors

Mr. Shalin Sanjay Patel, (DIN: 08579598), Non-Executive Director of the Company, being longest in the office shall be liable to retire at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends re-appointment of Mr. Shalin Sanjay Patel at the ensuing AGM.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of Companys business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Key Managerial Personnel(s)

The Key Managerial Personnel(s) of the Company as on March 31, 2026, are as follows:

Sr. Name of the KMP	Designation
1. Mr. Sanjay Jashbhai Patel	Managing Director
2. Mrs. Fatema Shabbir Kachwala	Whole-time director Executive & Chief Financial Officer*
3. Mr. Harshal Patil	Company Secretary & Compliance Officer**

*Ms. Fatema Shabbir Kachwala, who continues as Whole-time Director (Executive Director) of the Company, was additionally appointed as Chief Financial Officer with effect from July 15, 2025, in place of Mr. Girish Rameshlal Jethmalani, who had resigned as Chief Financial Officer with effect from June 11, 2025. Mr. Jethmalani had earlier been appointed Chief Financial Officer with effect from April 10, 2025, in place of Ms. Saloni Patel, who had stepped down as Chief Financial Officer with effect from April 9, 2025.

**Mr. Harshal Patil was appointed as Company Secretary & Compliance Officer with effect from January 12, 2026, in place of Ms. Priya Dua, who resigned from the said position with effect from January 12, 2026, due to reassignment of responsibilities within the group. Ms. Priya Dua had earlier been appointed with effect from August 1, 2025, in place of Mr. Kiran Mukadam, who had been appointed Company Secretary & Compliance Officer with effect from February 10, 2025 and resigned on May 03, 2025.

11. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

The Company has received necessary declarations and disclosures from the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and disclosing their interest in form MBP-1.

Further, all Independent Directors of the Company have submitted declarations confirming that:

1. The disqualifications mentioned under sections 164, 167 and 169 of the Companies Act, 2013 do not apply to them.

2. They have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as applicable.

3. They have registered themselves with Independent Directors Database of The Indian Institute of Corporate Affairs (‘IICA) and have cleared the online proficiency test of IICA, as applicable.

4. They are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; and

The Board of the Company has taken the disclosures and declarations on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

12. FAMILIARISATION PROGRAMME:

The familiarization programme is tailored to align with each Directors areas of interest and expertise. This programme is carefully structured to comply with statutory requirements under the Act and other relevant regulations. As part of this initiative, the Directors are encouraged to visit the Companys facilities, providing them with an opportunity to observe operations firsthand and engage directly with members of Senior Management. These plant visits help to foster a deeper appreciation of the Companys processes, culture, and strategic priorities.

In addition, the induction programme includes a series of detailed presentations delivered by Senior Management. These presentations cover a wide range of topics, including the Companys corporate strategy, operational framework, product portfolio, market presence, group structure and subsidiaries, composition of the Board, governance guidelines, matters reserved specifically for Board decision, and the approach to risk identification and mitigation.

Through this multi-faceted orientation, Directors gain valuable insights into the Companys core values, business drivers, and leadership approach. This comprehensive understanding enables them to contribute more meaningfully during Board deliberations and to exercise effective oversight of management performance, ultimately supporting the Companys long-term success.

In compliance with the requirements of Regulation 25(7) of the SEBI LODR Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

The details of the Familiarization Program imparted to Independent Directors are available on the Companys official website at https://tembo.in/wp-content/uploads/2025/04/ Directors- Familiarisation-Programme-pdf.pdf

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company met on March 06, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Nomination and Remuneration Committee ("NRC") of the Board has laid down a comprehensive framework for the evaluation of the performance of the Board as a whole, its Committees, and the Individual Directors, including the Chairman. The evaluation criteria are broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI").

Board of Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act read with the Rules made thereunder and SEBI LODR Regulations.

Independent Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board appreciated the contribution made by all the Independent Directors in guiding the management and concluded that continuance of each Independent Director on the Board will be in the interest of the Company. The Board was also of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

Non-Independent Directors

The performance of each of the Non-Independent Directors (including the Executive Chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication etc. The Independent Directors and the Board were of the unanimous view that all the Non-Independent Directors were providing good business and people leadership.

Evaluation Process

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. Based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India the Board Evaluation was carried out on following parameters, namely:

• Composition and calibre of the Board;

• Strategic direction and performance appraisal;

• Comprehension of business operations, risk management, processes, and protocols;

• Value creation for stakeholders and commitment to responsibilities;

• Supervision of financial reporting, internal controls, and auditing functions;

• Ethical standards, compliance, and oversight activities.

The Board evaluation process for the year 2025-26 was conducted in a systematic and comprehensive manner. A structured questionnaire covering various aspects of the Boards functioning, such as Board composition and dynamics, Boards oversight and governance, Board strategy and performance, Board development and culture, etc., was circulated to all the Directors and feedback was sought on the same.

During a separate meeting of the Independent Directors held on March 06, 2026, a comprehensive evaluation was conducted on the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, incorporating feedback from the Executive Directors and other Non-Executive Directors. The NRC also assessed the performance of individual Directors and the Board collectively. In the subsequent Board meeting, which followed the

Independent Directors meeting and the NRC meeting, the performance of the Board, its committees, and individual Directors, including the Chairman, was thoroughly discussed. The Board evaluation for the financial year 2025-26 was completed, with key findings and recommendations noted for ongoing improvement..

15. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and information obtained by them, your Directors make the following statement in terms of Section 134(3) (c)read with Section 134 (5) of the Companies Act, 2013 (“the Act”):

a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had 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 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 had prepared the annual accounts on a going concern basis and,

e) They 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 that such systems were adequate and operating effectively.

16. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has adopted a Nomination and Remuneration policy which lays down a framework with regard to appointment of Directors and in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointments of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The above policy is available on the website of the Company at https://tembo.in/wp-content/uploads/2025/04/Nomination-and-Remuneration-Committee-Term-of-reference-remuneration-and-Board-Diversitv.pdf

17. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186:

The Particulars of Loans, Guarantees and Investments made by the Company if any as at March 31, 2026 covered under the provision of Section 186 of the Companies Act, 2013 and are given in the Notes forming part of the Financial Statements.

18. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188:

All related party transactions that were entered into during the year under report were on an arms length basis and in the ordinary course of business.

The Disclosures as required under Indian Accounting Standard - 24 (Ind AS-24) “Related Party Disclosures as notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in Note No. 35 forming part of the Standalone Financial Statements.

The Companys Policy on materiality of related party transactions and on dealing with related party transactions is available on the Companys website at https://tembo.in/wp- content/uploads/2025/03/Policy-on-related-party-transactions.pdf

19. SHARES CAPITAL AND CHANGES THEREIN:

The Authorised Share Capital of the Company as on March 31, 2026 is Rs. 30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 is Rs. 18,54,51,980/- (Rupees Eighteen Crore Fifty-Four Lakh Fifty-One Thousand Nine Hundred Eighty only) divided into 1,85,45,198 (One Crore Eighty-Five Lakh Forty-Five Thousand One Hundred Ninety-Eight) Equity Shares of Rs. 10/- each.

Issue and Allotment of Shares:

• The Company increased its Authorised Share Capital from Rs. 22,00,00,000/- to Rs. 30,00,00,000/-, pursuant to the approval of the Board of Directors on August 19, 2025 and of the Members by Special Resolution passed at the Extra-Ordinary General Meeting held on September 11, 2025, and altered Clause V of the Memorandum of Association accordingly.

• The Company allotted 30,78,052 (Thirty Lakh Seventy-Eight Thousand Fifty-Two) Equity Shares of Rs. 10/- each at a price of Rs. 492/- per share, aggregating to Rs. 151,44,01,584/-, on a preferential basis to persons belonging to the Non-Promoter category, during the quarter ended December 31, 2025, pursuant to the approval of the Members at the Extra-Ordinary General Meeting held on September 11, 2025 and the in-principle approval of NSE dated November 18, 2025.

• The Company issued 12,00,000 (Twelve Lakh) fresh Convertible Warrants on a preferential basis to persons belonging to the Promoter category, at an issue price of Rs. 492/- each, during the quarter ended December 31, 2025, pursuant to the approval of the Members at the said Extra-Ordinary General Meeting held on September 11, 2025; an amount of Rs.14,76,00,000/- (being 25% of the issue price) was received towards subscription of the said Warrants.

Changes in Share Capital up to date of this report

Subsequent to March 31, 2026 and up to the date of this Report, the following changes took place in the share capital of the Company:

• Allotment of 4,05,000 Equity Shares on June 16, 2026 pursuant to the conversion of warrants (out of the 8,10,000 warrants originally allotted on January 28, 2025) upon receipt of the balance 75% consideration. The allotment was made to persons belonging to the promoter category pursuant to the approval of the Board of Directors at its meeting held on June 16, 2026.

• Allotment of 70,000 Equity Shares on July 13, 2026 pursuant to the conversion of warrants upon receipt of Rs.213.75 per warrant (being 75% of the issue price of Rs.285 per warrant), aggregating to Rs.1,49,62,500. The allotment was made to Ms. Fatema Shabbir Kachwala, belonging to the promoter category, pursuant to the Board Circular Resolution dated July 13, 2026.

• Allotment of 90,000 Equity Shares on July 15, 2026 pursuant to the conversion of warrants upon receipt of Rs.213.75 per warrant (being 75% of the issue price of Rs.285 per warrant), aggregating to Rs.1,92,37,500. The allotment was made to Ms. Fatema Shabbir Kachwala, belonging to the promoter category, pursuant to the Board Circular Resolution dated July 15, 2026.

• Allotment of 1,70,000 Equity Shares on July 20, 2026 pursuant to the conversion of warrants upon receipt of Rs.213.75 per warrant (being 75% of the issue price of Rs.285 per warrant), aggregating to Rs.3,63,37,500. The allotment was made to Ms. Fatema Shabbir Kachwala, belonging to the promoter category, pursuant to the Board Circular Resolution dated July 20, 2026.

• Allotment of 75,000 Equity Shares on July 22, 2026 pursuant to the conversion of the balance warrants, thereby completing the conversion of all 8,10,000 warrants originally allotted on January 28, 2025. The allotment was made to Ms. Fatema Shabbir Kachwala, belonging to the promoter category, pursuant to the Board Circular Resolution dated July 22, 2026.

• The Board of Directors at its meeting held on June 16, 2026 and the members of the Company through an Ordinary Resolution passed at the Extraordinary General Meeting held on July 10, 2026 approved the sub-division of each Equity Share of face value Rs.10/- each into 10 Equity Shares of Re. 1/- each. The sub-division became effective from August 5, 2026 and was applicable to all shareholders of the Company on a proportionate basis.

• Consequent upon the aforesaid allotments and sub-division of equity shares, the Issued, Subscribed and Paid-up Share Capital of the Company, as on the date of this Report, stands at Rs.19,35,51,980/- (Rupees Nineteen Crore Thirty-Five Lakh Fifty-One Thousand Nine Hundred Eighty only) comprising 19,35,51,980 Equity Shares of Re. 1/- each.

• The Authorised Share Capital of the Company continues to be Rs.30,00,00,000/-, divided into 30,00,00,000 Equity Shares of Re. 1/- each.

• The Company filed an application with BSE Limited on August 1, 2026 seeking direct listing of its Equity Shares on the Main Board of BSE, in addition to its existing listing on the National Stock Exchange of India Limited (NSE), in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said application was pending approval as on the date of this Report.

20. EMPLOYEE STOCK OPTION SCHEMES (ESOS)

During the year under review, the Board of Directors, at its meeting held on April 9, 2025, considered and approved the "Tembo Global Industries - Employee Stock Option Scheme 2025" ("TGI ESOP Scheme 2025" / "the Scheme"), subject to the approval of the Members. The Members subsequently approved the Scheme by way of a Special Resolution passed through Postal Ballot, the result of which was declared on May 15, 2025.

The Company has not provided any Stock Option Scheme to the employees.

21. BUY BACK OF SECURITIES:

The Company has not Bought Back Shares during the year under review.

22. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

23. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review.

24. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF AUTHORITY:

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF).

25. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year of the Company (i.e., March 31, 2026) to which the Financial Statements relate and the date of this Report, except as set out below, for which materiality cannot presently be determined on the financial position of the Company:

1. The Company, at its Board Meeting held on June 16, 2026, approved the sub-division of each Equity Share of face value Rs. 10/- (fully paid-up) into 10 (Ten) Equity Shares of face value Re. 1/- each (fully paid-up), which was subsequently approved by the Members at the ExtraOrdinary General Meeting held on July 10, 2026, and became effective for trading with effect from August 5, 2026.

2. The Company filed an application with BSE Limited on August 1, 2026, for direct listing of its Equity Shares on the Main Board of BSE, in addition to its existing listing on the National Stock Exchange of India Limited. The said application is pending as on the date of this Report.

3. The Board of Directors, at its meeting held on August 7, 2026, approved the raising of funds by way of a preferential issue of up to 2,00,00,000 (Two Crore) Convertible Warrants, at an issue price of Rs. 57/- per Warrant, aggregating up to Rs. 1,14,00,00,000/- (Rupees One Hundred and Fourteen Crore only), to certain Promoters and Non-Promoter Investors, subsequently approved by the member at EGM held on September 04, 2026 and subject other regulatory/statutory approvals.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by any Regulator, Court or Tribunal during the year under review which would impact the going concern status of the Company and its operations in future. However, in the interest of transparency, the following orders/actions were received/passed during the year and up to the date of this Report:

• The National Stock Exchange of India Limited ("NSE"), vide its notice dated February 27, 2026, imposed a fine of Rs. 1,67,560/- (Rupees One Lakh Sixty-Seven Thousand

Five Hundred Sixty only, inclusive of GST) on the Company for non-compliance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on account of the Company not having obtained the requisite special resolution of the Members for continuation of the directorship of Mr. Firdose Vandrevala, Non-Executive Director, upon his attaining the age of 75 years, for the quarter ended December 31, 2025. The Company has paid the said fine in full. The Board, at its meeting held on May 25, 2026, reviewed the matter, characterized the lapse as inadvertent, and directed the management to strengthen internal processes to ensure timely compliance with such age-related and other governance requirements in future. This matter had no material impact on the financial, operational or other activities of the Company, other than the monetary penalty stated above.

• The Company had a delay of 10 days in making the requisite filing/disclosure under Regulation 162 of the SEBI (ICDR) Regulations, 2018, for which the Stock Exchange imposed a fine of Rs.2,36,000/-. The Company has paid the applicable fine and taken necessary corrective measures. The Company is advised to strengthen its compliance monitoring mechanism to ensure timely filing of all applicable disclosures with the Stock Exchanges. This matter had no material impact on the financial, operational or other activities of the Company, other than the monetary penalty stated above.

• The Maharashtra Goods and Services Tax Department, vide communication dated February 24, 2026, initiated investigation proceedings under Section 67 of the Maharashtra Goods and Services Tax Act, 2017, raising certain observations/discrepancies, including under Sections 9(4), 16(2) and 17(5) of the said Act. Pending conclusion of the proceedings, the Company has voluntarily deposited an amount of Rs. 35,00,000/- (Rupees Thirty-Five Lakh only) under protest, without admission of liability. The matter is being assessed and verified by the Company, and its ultimate outcome and impact, if any, on the financial position of the Company cannot presently be ascertained.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a healthy environment to all the employees and thus does not tolerate any sexual harassment at workplace. The Company has in place a “policy against Sexual Harassment” of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2025-26 and hence no complaint is outstanding as on March 31, 2026 for redressed. The following is the summary of Sexual Harassment Complaints received and disposed during the Financial Year 2025-26.

S. No. Particulars	No. of Complaints
1. Number of complaints of sexual harassment received in the year	NIL
2. Number of Complaints disposed off during the year	NIL
3. Number of cases pending for more than ninety days	NIL

Also the Internal Complaints Committee as required to be constituted by the Company has been duly constituted as per policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Policy is uploaded on the website of the Company at https://tembo.in/wp- content/uploads/2025/04/Policy-on-Prevention-Prohibition-and-Redressal-Of-Sexual-Harassment- At-Workplace.pdf

28. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

29. 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

A. Energy conservation measures taken:

Conservation of Energy: The Companys core activity is pipe support hanger and related which is civil engineering consuming sector. The Company is making every effort to conserve the usage of civil engineering also the Company is trying to save electricity.

Technology Absorption (R&D, Adaptation and Innovation) Efforts, in brief, made towards technology absorption, adaptation and innovation: Continuous research to upgrade existing products and to develop new products and services. To enhance its capability and customer service the Company continues to carry out R & D activities in house.

• Benefits derived as a result of the above efforts:

• Introduction of new and qualitative products. 0

• Upgrade of existing products.

B. Green Initiative and Energy Cost Optimization:

The Companys core activity is pipe support hanger and related which is civil engineering consuming sector. The Company is making every effort to conserve the usage of civil engineering also the Company is trying to save electricity.

Technology absorption

A. Future plan of action:

1. TEMBO GLOBAL will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy

2. Training employees in the latest appropriate technologies will remain a focus area

3. The Company will continue to leverage new technologies and also on the expertise available

B. Technology absorption, adaptation and innovation:

1. Efforts in brief, made:	Continues research to upgrade existing products and to develop new products and services
2. Benefits derived as a result of above efforts:	Introduction of New and Qualitative Products
3. Technology imported	In Partnership with European Company for importing technology for setting up arms manufacturing unit in India.

C. Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the year 2025-26, the position is as under:

Particulars	2025-26	2024-25
	(Rs. in Lakhs)	(Rs. in Lakhs)
Income in foreign currency	11623.70	8211.46
Expenditure in foreign currency	323.75	111.72

30. Risk Management Policy:

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Further, details are provided in the Management Discussion and Analysis Report annexed to this Report.

The Company has in place a Risk Management Policy duly adopted by the Board on November, 30 2023 in accordance with Regulation 17(9)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Regulations and (“the Listing Regulations”) and provisions of the Companies Act, 2013 (“the Act”) the same is available on the Companys website at https://tembo.in/.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company firmly believes that Corporate Social Responsibility (‘CSR) is more than an obligation and more than a duty, which helps to create positive impact on many lives. The Company persistently acts as a prudent corporate citizen and maintains harmonious relationship with the communities in which it operates to give back to the society.

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. These activities are in accordance with CSR activities as defined under the Act. The Company has a CSR Committee of Directors. Details about the Committee, CSR activities and the amount spent during the year, as required under section 135 of the Act and the related Rules and other details are given in the CSR Report as Annexure A forming part of this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Companys website athttps://tembo.in/wp-content/uploads /2025/04/Corporate-Social-Responsibility-CSR-Policy.pdf The CSR Policy lays down areas of activities, thrust areas, types of projects, programs, modes of undertaking projects/ programs, resources etc.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Management Discussion and Analysis Report, and Corporate Governance Report along with the Certificate received from Mr. Ramesh Chandra Bagdi, a Company Secretary in Whole-time Practice and proprietor of M/s. Ramesh Chandra Bagdi & Associates, confirming compliance with corporate governance requirements as per SEBI LODR Regulations are annexed as “Annexure B” to this Report.

33. AUDITORS:

i. STATUTORY AUDITOR:

Pursuant to Section 139 of the Companies Act, 2013, read with the rules made thereunder, as amended, and pursuant to the approval of the Members at the 15th Annual General Meeting held on December 30, 2025, M/s Karta and Company, Chartered Accountants (Firm Registration No. 160122W), were appointed as Statutory Auditors of the Company for a term of 5 (Five) years for conducting statutory audits commencing from FY 2025-26 until FY 2029-30 (i.e., commencing from the conclusion of the 15th AGM of the Company till the conclusion of the 20th AGM of the Company to be held in the year 2030).

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the SEBI Listing Regulations.

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements for Financial Year 2025-26, and their Reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments from the Board under Section 134(3)(f) of the Act. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

ii. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act, read with the rules made thereunder, and Regulation 24A of the SEBI Listing Regulations, and pursuant to the approval of the Members at the 15th Annual General Meeting held on December 30, 2025, M/s D. M. Zaveri & Co., Practicing Company Secretaries, Mumbai (Peer Reviewed Firm), were appointed as the Secretarial Auditors to undertake the Secretarial Audit of your Company for a term of 5 (Five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30. However, they have resigned on September 04, 2026 as Secretarial Auditor of the Company. Further on September 05, 2026 the Company has appointed M/s. Ramesh Chandra Bagdi & Associates as a Secretarial Auditor of the Company.

M/s Ramesh Chandra Bagdi & Associates. have confirmed that they are not disqualified to continue as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company. The necessary Resolution is also being placed for the approval of the shareholders of the Company at the ensuing Annual General Meeting for their appointment as Secretarial Auditors for FY 2026-27.

The Secretarial Audit Report, which forms part of this Annual Report as Annexure C, and the Secretarial Compliance Report for the Financial Year 2025-26, do not contain any qualification, reservation, or adverse remark except mentioned in the report.

iii. COST AUDITOR:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government. Accordingly, such accounts and records are made and maintained by the Company. M/s Aatish Dhatrak & Associates, Cost Accountants (Firm Registration No. 101575), the Cost Auditor, conducted the cost audit of the Company for Financial Year 2025-26.

The Cost Audit Report does not contain any qualification, reservation or adverse remark requiring any explanation/comment by the Board of Directors.

The remuneration payable to M/s Aatish Dhatrak & Associates, Cost Accountants, for the audit of the cost records of the Company for Financial Year 2025-26 is subject to ratification by the Members, and accordingly, the necessary Resolution for ratification of the said remuneration is being placed for the approval of the shareholders of the Company at the ensuing Annual General Meeting.

iv. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, your Company has appointed M/s MDSA & Associates, Chartered Accountants (Firm Registration No. 156810W), to conduct the Internal Audit of the Company for the period under review. The Internal Auditor has conducted the audit during the Financial Year 2025-26 and has submitted their Reports to the management of the Company.

34. STATUTORY AUDITORS REPORT:

The Auditors Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, is “with an unmodified opinion”, as given by the Statutory Auditors. Also, no frauds in terms of the provisions of Section 143(12) of the Act have been reported by the Statutory Auditors in their report for the year under review.

35. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARKS MADE, IF ANY:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report on the Financial Statement of the Company for the financial year ended March 31, 2026.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

36. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder. Hence, disclosure under Section 134(3)(ca) of Companies Act , 2013 is not applicable.

37. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to Financial Statements.

It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Companys business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.

Further, the Board reviews the internal control systems at regular intervals internally, the adequacy of internal audit function and significant internal audit findings with the management and update the same to the Audit Committee for their review and for their recommendation to the Board.

38. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2026, the Company has following Subsidiaries/ Associates/ Join venture, the details of the Subsidiary is as follows:

Sr. No. Name of the Company	Subsidiary/ Associates/ Join venture
1. Tembo Global Solar Power Private Limited	Subsidiary
2. Tembo Renewal Energy Private Limited	Subsidiary
3. Tembo Dynamic Solutions Private Limited	Subsidiary
4. Tembo Global Solar Power Mumbai Private Limited	Wholly Owned Subsidiary
5. Tembo-PES JV Private Limited	Subsidiary
6. Tembo Classic Engineering Private Limited (formerly Tembo Defence Products Private Limited)	Subsidiary
7. Tembo Global Infra Limited	Associate

39. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY/ ASSOCIATES/ JOIN VENTURECOMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY:

A Statement containing salient features of the financial statement of Subsidiaries/ Associates/ Join Ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 which forms an integral part of this Annual Report as a part of Consolidated Financial Statements.

40. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), consolidated financial statements of the Company and all of its subsidiaries and associate, have been prepared for the year under report. The audited consolidated financial statements along with the auditors report thereon forms part of this Annual report. The consolidated financial statements presented by the company include the financial results of all its subsidiaries. The audited standalone financial statements of these entities have been reviewed by the Audit Committee and the Board.

41. CODE OF CONDUCT:

The Board of Director has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior Management Personnel. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2025-26.

42. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the following Policies:

1. Policy for determining Material Subsidiaries.

2. Policy on Related Party Transaction

3. Vigil Mechanism and Whistle Blower Policy

4. Anti-Bribery and Anti-Corruption Policy.

5. Corporate Social Responsibility Policy.

6. Human Rights Policy

7. Policy on Preservation of Documents

8. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The policies are available on Companys website at https://tembo.in/investors/.

43. PUBLIC DEPOSITS:

During the year, your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

44. PARTICULARS OF EMPLOYEES:

The Disclosure as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D and forms part of this report.

Details of employee remuneration as required under provisions of Section 197 of the Act read with Rule 5(2) and 5(3), are available to members for inspection at the Registered Office of the Company on every working day of the Company between 10 am to 12 noon up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write an e-mail to cs@tembo.com.

45. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act and read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Whistle Blower Policy /Vigil Mechanism Policy (“Policy”) to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct. Functioning of the Policy is reviewed by the Audit Committee / Board on periodical basis. During the financial year ended March 31, 2026, the Company has not received any complaint under the Whistle Blower Policy of theCompany.https://tembo.in/wp-content/uploads/2025/03/Vigil-Mechanism-and-Whistle- Blower-Policy- 1.pdf

46. HEALTH, SAFETY AND ENVIRONMENT

The Companys policy on health, safety and environment aims at healthy, safe, and productive work environment, by providing continuous training and adopting the best of safety practices and monitoring the stated practices. Every employee, whether in a direct or indirect capacity, undergoes comprehensive training in essential technical skills. To ensure preparedness for unforeseen circumstances, mock drills featuring carefully conceived scenarios are regularly executed across all operational sites. These drills serve as a means to keep the workforce vigilant, poised, and adept in effectively managing a spectrum of emergencies.

47. DIRECTORS & OFFICERS LIABILITY INSURANCE

The Company has in place the Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company in line with Regulation 25(10) of the SEBI Listing Regulations.

48. MAINTAINANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained.

49. OTHER DISCLOSURES:-

During the year under review:

i. the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. the Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

iii. there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

iv. there were no agreements that subsist as on the date of this report under clause 5A to para A of part A of schedule III of SEBI Listing Regulations.

v. there were no one time settlement of loan was obtained from the banks or financial institutions.

vi. Details of utilization of funds raised through preferential allotment as specified under Regulation 32(4) and 32(7A) of the SEBI Listing Regulations

During the financial year under review, the Company has issued 3078052 Equity Shares at an issue price of Rs. 492 per Equity Share, and 12,00,000 convertible warrants at an issue price of Rs. 492 per (Rs. 123 paid at the time of allotment) aggregating to Rs. 166.20 crore through preferential allotment.

Details of utilisation of proceeds of preferential allotment for the financial year under review, are given herein below.:

Objects	Amount as per offer document (Rs. In Crore)	Amount raised (Rs. In Crore)	Amount utilized in FY 25-26 (Rs. In Crore)
Investment in Subsidiaries	31.68		8.31
Investment in Associates	146.57	166.20	45.46
Working Capital	69.26		69.26
General Corporate Purpose	69.26		43.17
Total	316.77	166.20	166.20

50. CAUTIONARY STATEMENT

All the statements in the Directors Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, or predictions may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results might differ materially/marginally from those either expressed or implied in the statement depending on the market conditions and circumstances.

51. ACKNOWLEDGEMENTS:

The Board places on record its sincere appreciation and gratitude to the esteemed investors, various Central and State Government departments, organizations, and agencies for their continued support and cooperation extended to the Company.

The Board also extends heartfelt thanks to our valued customers, members, dealers, vendors, banks, and all other business partners for their unwavering trust and excellent support.

The Board is especially grateful for the overwhelming response and interest shown by all stakeholders in the Companys successful Initial Public Offering (IPO). This milestone could not have been achieved without their confidence and active participation, which has laid a strong foundation for the Companys future growth.

For and on behalf of the Board	SD/-
Tembo Global Industries Limited	Fatema Shabbir Kachwala
SD/-	Whole-time Director & CFO
Sanjay Patel	DIN:06982324
Managing Director
DIN:01958033
Place: Navi Mumbai
Date: September 08, 2025