TGIF Agribusiness Ltd Directors Report

The Board’s Report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and disclosure Requirements) Regulations, 2015 (“the Listing Regulations” / “SEBI LODR”) and the Companies Act, 2013 (“the Act”), which forms part of the Annual Report for the year ended 31^st March, 2026.

Dear Members,

Your directors are pleased to present the 3^rd Annual Report of your Company together with the Audited Financial Statements and the Auditors’ Report for the Financial Year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company’s financial performances for the year under review are given hereunder:

		(Amount in Thousands, except EPS)
Particulars	2025-2026	2024-2025
Revenue from Operations	33,175	33,437
Other Income	2,633	2,473
TOTAL INCOME	35,808	35,911
Less: Finance Cost	101	40
Less: Depreciation & Amortization	1,445	1,843
TOTAL EXPENSES	14,968	17,626
PROFIT BEFORE TAX	20,841	18,284
Tax Expense	685	902
PROFIT AFTER TAX	20,156	17,382
Interim / Final Dividend on Equity Shares & Tax thereon	-	-
Earnings per share (Basic)	7.79	6.72
Earnings per share (Diluted)	7.79	6.72

Note: The above figures are extracted from the audited standalone financial statements of the Company.

2. COMPANY’S PERFORMANCE AND STATE OF AFFAIRS:

During the year under review, the Company earned a net revenue from operations of Rs. 33,175 thousand for the financial year 2025-2026 against Rs. 33,437 thousand for the financial year 2024-25. Further, the Company earned a Profit before tax (PBT) of Rs. 20,841 thousand for the financial year 2025-2026 against Rs. 18,284 thousand for the financial year 2024-25 and Profit after tax (PAT) of Rs. 20,156 thousand for the financial year 2025-2026 against Rs. 17,382 thousand for the financial year 2024-25.

Cash and Cash equivalents other than bank balance as at March 31, 2026 were Rs. 39,450 thousand. The Company continues to focus on its working capital, receivables and other parameters.

The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles ("GAAP"), including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (“Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014, on the accrual basis, as adopted consistently by the Company.

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

3. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of the business during the year under review.

4. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the Financial Year 2025-26.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Act.

6. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for financial year 2025-26, after all the appropriation and adjustments was Rs. 44,263 thousand.

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit of Rs. 20,156 Thousand is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

7. DETAILS OF DEPOSITS

The Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 during the year under review.

8. DETAILS OF UTILIZATION OF IPO FUNDS

The Company offered 6,87,600 equity shares of face valued 10 each at a price ofRs. 93 per share (including premium of Rs. 83 per share), aggregating to Rs. 6.40 Crores. The equity shares of the Company were listed and admitted for trading on the BSE SME Platform with effect from 15^th May 2024.

The funds raised through the IPO are being utilized for the purposes as stated in the prospectus which includes purchase of agricultural equipment & irrigation system, to meet working capital requirements and other general corporate purpose. The Company raised the capital of Rs. 639.47 Lakhs and till 31^st March 2026, Company have utilized Rs. 318.52 Lakhs, for the purposes mentioned above.

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/ LODR’) there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus, in respect of the Initial Public Offering of the Company.

9. SHARE CAPITAL AUTHORISED SHARE CAPITAL:

The Company’s Authorised Share Capital of the Company as on 31^st March, 2026 is Rs. 5,00,00,000 consisting of 50,00,000 Equity Shares of Rs. 10/- each. There is no change in authorised capital of the Company during the financial year under review.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

The issued, subscribed and paid-up share capital of the Company as on 31^st March, 2026 is Rs. 2,58,76,000 divided into 25,87,600 Equity Shares of the Rs. 10/- each. There is no change in the issued and paid-up capital of the Company during the financial year under review.

OTHER DISCLOSURES W.R.T. SHARE CAPITAL:

Your directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Issued any securities that are convertible into equity shares at a future date and nor any such shares are outstanding previously.

d) Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loans was given by the company.

e) Buyback of any of its securities.

f) Bonus Shares.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

11. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the financial statements, commensurate with the size, scale and nature of its business. These controls are designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The internal financial control framework ensures that transactions are authorized, recorded and reported correctly, and that the Companys assets are adequately safeguarded against loss or unauthorized use. The effectiveness of the internal financial controls is reviewed periodically by the management, and suitable measures are taken to strengthen the control environment wherever considered necessary.

During the financial year under review, no material weakness in the design or operation of the internal financial controls with reference to the financial statements was observed.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The Board confirms that no material change or commitment have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position, of the Company.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and

other matters, as required under Section 178(3) of the Act, is available on our website, at www.tgifagri.com.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding to conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under Section 134 (3) (m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure A which forms a part of this Report.

15. SECRETARIAL STANDARDS

The Company has complied with Board of Directors (SS - 1) and General Meetings (SS - 2), as amended from time to time, issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The risk management process is followed by the Company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review the risk assessment in the Company on regular basis. The Risk Management Policy is available on the website of the Company at www. tgifagri. com.

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

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board. The performance of the board was evaluated by the Independent Directors in their meeting after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

18. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE Limited - SME Platform.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT:

The Company has not granted any loans or provided any guarantees covered under the provisions of Section 186 of the Companies Act, 2013. Accordingly, disclosure requirements relating thereto are is not applicable. However, the details of the Investments made by the Company are disclosed in the notes forming part of the Financial Statements.

20. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014):

Part “A”: Subsidiaries is not applicable to the Company as the Company does not have any Subsidiary companies, during the year under review.

Part “B”: Associates and Joint Ventures are not applicable to the Company as the company does not have any Associate Companies and Joint Ventures, during the year under review.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT:

During the year under review, the Company has not entered into any material transactions with Related Parties. With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with the related parties under Section 188(1) of the Companies Act, 2013 were on an arm’s length basis and in the ordinary course of business. The details of these transactions are part of Notes to Accounts and Form AOC - 2 attached to this report as Annexure B.

All the transactions with Related Parties are placed before the Audit Committee for its approval and omnibus approval are given by the Audit Committee on yearly basis for the transactions, which are anticipated and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on periodical basis, specifying the nature, value and terms and conditions of the transactions.

The Board of Directors of the Company has in place the policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Act the Rules thereunder. This policy has been uploaded on the website of the Company at www.tgifagri.com.

22. POLICIES

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees and Directors in conformation with the provisions of Section 177(9) of the Act to report concerns about unethical behavior. This Policy is available on the Company’s website at www.tgifagri.com.

B. POLICY FOR PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance approach for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company follows gender-neutral approach in handling complaints of sexual harassment. This policy has been uploaded on the website of the Company at www.tgifagri. com.

Pursuant to Section 6 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Company does not fall under the criteria of constitution of the Internal Complaints Committee as the number of employees of the Company is less than ten.

Further disclosure in relation to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

• The number of Complaints received during the financial year: Nil

• The number of complaints disposed of during the financial year: Nil

• The number of cases pending for a period exceeding ninety days: Nil

C. POLICY FOR PREVENTION OF INSIDER TRADING:

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company. The Code of Fair Disclosure is available on the website of the Company www.tgifagri.com.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and regulate, monitor and report to be made while dealing with the shares of the Company. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code.

23. Maternity Benefit Act, 1961

The Company complies with the provisions of Maternity Benefit Act, 1961, as and when it becomes applicable.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (“CSR”) as prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company for the Financial Year 2025-26.

The Company did not fall under any of the prescribed limits under Section 135(1) of the Companies Act, 2013, having a net worth of Rs.500 crore or more, a turnover of Rs.1,000 crore or more, or a net profit of Rs.5 crore or more during the immediately preceding financial year, i.e. Financial Year 2024-25.

Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a CSR Policy or incur any expenditure towards CSR activities during the Financial Year 2025-26. Consequently, the disclosures relating to CSR activities prescribed under Section 135 of the Companies Act, 2013 are not applicable to the Company for the Financial Year 2025-26.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134(3)(a) of Act, the Annual Return as on 31^st March, 2026 shall be placed on the Company’s website at www.tgifagri.com.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company confirms that-

a) In preparation of the Annual Accounts for the financial year ended 31^st March 2026, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company, for that period.

c) They have 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) They have prepared the Annual Accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

27. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-C which forms part of this report.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors provides strategic direction and leadership to the Company and is responsible for overseeing its management and affairs. The Board comprises individuals with extensive experience, diverse expertise, and proven leadership capabilities across various fields relevant to the Companys business.

The Directors bring a balanced mix of industry knowledge, financial expertise and governance experience, enabling informed and effective decision-making. The Board functions in accordance with the principles of transparency, accountability, and good corporate governance, ensuring sustainable value creation for all stakeholders.

A. Composition of Board of Directors and Key Managerial Personnel:

Name of Directors / KMP	Designation
Niraj Gemawat	Non-Executive Director
Rachana Gemawat	Managing Director
Indrajeet Mitra	Non-Executive Director
Vishal Shah	Independent Director
Hursh Jani	Independent Director
Geetika Saluja	Independent Director
Sapan Dalal	Company Secretary & Compliance Officer
Amrish Vashishtha	Chief Financial Officer

Retire by Rotation:

In pursuant to the provisions of Section 152 of the Act, Mr. Niraj Gemawat, Non-Executive Director of the Company, would retire by rotation at the 3^rd Annual General Meeting of the Company and being eligible for re-appointment. Mr. Niraj Gemawat offers himself for reappointment. The Board recommends his re-appointment. The Notice convening the 3^rd AGM includes the proposal for his re-appointment as a director. A brief profile of Mr. Niraj Gemawat has also been provided therein.

Declaration by Independent Directors:

All Independent Directors have given declarations confirming that they meet criteria of independence as prescribed both under Section 149 of the Act, and Regulation 16(1)(b) of Listing Regulations with the Stock Exchanges.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Independent Directors.

Meetings of the Board of Directors:

During the financial year under review, 4 (Four) Board Meetings were held on 29^th May 2025, 13^th August 2025, 13^th November 2025 and 13^th February 2026. The maximum interval between any two Board meetings did not exceed 120 days in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

Committees of the Board of Directors:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.:

a) Audit Committee - The Company has a qualified and Independent Audit Committee which acts as a link between the Internal Auditor, Statutory Auditor, and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and Section 177 of the Companies Act, 2013. During the year under review, total 4 (Four) Audit Committee Meetings were convened.

As on 31^st March, 2026 the Audit Committee comprises of the following members:

• Ms. Geetika Bhushan Saluja - Chairperson

• Mr. Hursh Pareshkumar Jani - Member

• Mr. Niraj Chhaganraj Gemawat - Member

Mr. Sapan Dalal, Company Secretary & Compliance Officer acted as the Secretary of the Committee.

b) Stakeholders Relationship Committee- Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complaints. During the year under review, 1 (One) Stakeholders Relationship Committee Meeting was convened.

As on 31^st March, 2026, the Stakeholders Relationship Committee comprises of the following members:

• Mr. Niraj Chhaganraj Gemawat - Chairperson

• Mr. Indrajeet Anath Mitra - Member

• Mr. Vishal Rameshbhai Shah - Member

Mr. Sapan Dalal, Company Secretary & Compliance Officer acted as the Secretary of the Committee.

c) Nomination and Remuneration Committee- The Nomination and Remuneration Committee ("NRC") of the Company has been constituted in accordance with the applicable provisions of the Companies Act, 2013. The Committee is entrusted with the responsibility of identifying persons qualified to become Directors and Senior Management Personnel, recommending their appointment or removal, formulating the criteria for determining qualifications, positive attributes and independence of Directors, and recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. During the year under review, 1 (One) Nomination and Remuneration Committee Meeting was convened.

As on 31^st March, 2026, the Nomination and Remuneration Committee comprises of the following members-

• Ms. Geetika Bhushan Saluja - Chairperson

• Mr. Hursh Pareshkumar Jani - Member

• Mr. Niraj Chhaganraj Gemawat - Member

The terms of reference of the Nomination and Remuneration Committee cover the matters specified for Nomination and Remuneration Committee in the Listing Regulations and Section 178 of the Companies Act, 2013.

• Independent Director Meeting:

In terms of requirements under Schedule IV of the Act and Regulation 25 (3) of Listing Regulations, a separate meeting of the Independent Directors was held on February 13, 2026. The Independent Directors at the meeting, inter alia, reviewed the following.

• Reviewed the duties, roles, and responsibilities of Independent Directors under Schedule IV of Act;

• Evaluated the performance of the Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the management and the Board of Directors;

29. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place a structured induction and Familiarization Programme for the Independent Directors of the Company. Your Company through such programmers familiarizes the Independent Directors with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are also informed of the important policies of your Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading.

30. HUMAN RESOURCE MANAGEMENT

At TGIF, we believe that human resources are precious assets of the Company. The motto during the year has been to enhance the morale and capabilities of the employees. We strongly believe in favorable work environment that encourages innovation and creativity.

31. AUDITORS & AUDIT REPORTS AUDIT REPORTS:

The Statutory Auditors have issued unmodified opinion on the financial statements of the Company for the year ended 31^st March, 2026.

• The Statutory Auditor’s report for financial year ended 31^st March, 2026 does not contain any qualification, reservation, adverse mark, or disclaimer. The Board further confirms that the Statutory Auditor has not reported any instance of fraud to the Audit

Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the financial year under review.

The Secretarial Audit Report for the financial year ended 31^st March, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. Secretarial Audit Report issued by M/s Shalini Pandey & Associates in Form MR-3 Annexure D forms part of this report.

AUDITORS

Statutory Auditor

The Company had appointed M/s. Samir M. Shah & Associates, Chartered Accountants, (Firm Reg. No. 122377W) as the Statutory Auditors of the Company at the 1^st Annual General Meeting till the conclusion of 6^th Annual General Meeting of the Company, i.e., for a period of 5 years. They had confirmed that they are not disqualified from being reappointed as Statutory Auditors of the Company.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013, read with applicable rules, every Listed Company is required to appoint an Internal Auditor to conduct Internal Audit of the functions and activities of the Company. The Board of Directors, based on the recommendation of the Audit Committee, had reappointed Ms. Zalak Chokshi as an Internal Auditor of the Company for the FY 2025-26.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to conduct a Secretarial Audit and attach a Secretarial Audit Report to its Board’s Report, issued by a Company Secretary in practice, in the prescribed format.

Based on the recommendation of the Audit Committee and the Board of Directors, members of the Company at the Annual General Meeting held on 19^th September 2025, approved the appointment of M/s Shalini Pandey & Associates, Company Secretaries as the Secretarial Auditor of the Company for a period of five consecutive years commencing from Financial Year 2025-26.

Cost Auditor:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

32. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of Listing Regulations the Company is not required to mandatorily comply with the provisions of certain regulations of the Listing Regulations and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

33. NUMBER OF COMPLIANTS RELATING TO CHILD LABOR, FORCED LABOR, INVOLUNTARY LABOR:

During the year under review, no cases of child labor, involuntary labor, and discriminatory employment were reported.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of Listing Regulations, a review of the performance of the Company for the year under review, Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company is presented in a separate section forming part of this Annual Report as Annexure - E.

35. LITIGATIONS:

There were no litigations outstanding on Company as on 31^st March, 2026.

36. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

37. OTHER DISCLOSURES

The Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. The Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

• revision in the Board’s report or the Financial Statements.

• any subsidiary joint ventures or associate Companies.

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

• 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 Bank or Financial Institution.

38. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the significant contribution, assistance and co-operation received from the Banks, employees, various government authorities, customers, vendors and shareholders during the year.

	For and on behalf of the Board of
	TGIF AGRIBUSINESS LIMITED
	Sd/-	Sd/-
	RACHANA GEMAWAT	NIRAJ GEMAWAT
Place: Ahmedabad	Managing Director	Director
Date: 25th August 2026	DIN: 02029832	DIN: 00030749