Thomas Scott India Ltd Directors Report

To

The Members of THOMAS SCOTT (INDIA) LIMITED

Your directors presents with immense pleasure, the 16^th Annual Report along with the Audited Statement of Accounts of the Company for the year ended 31^st March 2026.

FINANCIAL HIGHLIGHTS

( in Lakh)

	Year ended	Year ended
PARTICULARS	31.03.2026	31.03.2025
Revenue	25,488.58	16,103.22
Other Income	25.35	72.92
Expenditure before Interest, Depreciation and Tax	22,145.68	14,164.98
Earnings before Interest, Depreciation and Tax (EBIDT)	3,368.25	2,011.16
Less: Interest	268.19	201.58
Earnings Before Depreciation and Tax (EBDT)	3,100.06	1,809.58
Less: Depreciation	255.10	221.55
Profit before Tax (PBT)	2,844.96	1,588.03
Less: Adjustment of Exceptional Item	137.35	-
Profit/ (Loss) before Tax after Exceptional items	2,707.61	1,588.03
Less: Tax Provision (Current, Deferred, FBT and Earlier	777.16	308.27
Year adjustment)
Profit/(Loss) after Tax (PAT)	1,930.45	1,279.76
Total Net Comprehensive Income	0.55	5.38
Total Profit after Tax (including Comprehensive	1,931.00	1,285.14
Income)

PERFORMANCE REVIEW

During the financial year, your Company recorded revenue of Rs 25,488.58 Lakh as against Rs. 16,103.22 Lakh in previous year. The Company has incurred a Net profit after tax of Rs. 1930.45 Lakh as against Rs. 1,279.76 Lakh in previous year.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review.

During the year under review, no amount has been transferred to general reserve.

CAPITAL STRUCTURE

Authorized Share Capital

The authorized share capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 190,00,000 (One Crore Ninety Lakhs) Equity Shares of Rs.10/- each and 10,00,000 (Ten Lakhs) Redeemable preference shares of Rs. 10/- each.

Paid Up Share Capital

As on 31^st March 2026, the Paid-up equity share capital of the Company is Rs. 14,67,03,800 (Rupees Fourteen Crore Sixty- Seven Lakhs Three Thousand Eight Hundred) divided into 1,46,70,380 (One Crore Fourty-Six Lakhs Seventy Thousand Three Hundred and Eighty) Equity shares of Rs. 10/- each.

Further, During the year the Company has allotted 20,07,500 (Twenty Lakhs Seven Thousand and Eight Hundred) Equity Shares of Rs. 10 each at a premium of Rs. 71 each pursuant to conversion of 20,07,500 Convertible Warrants forming part of the Preferential Issue of shares made by the Company pursuant to the Special Resolution under Section 62 of the Companies Act, 2013, passed in the Extra Ordinary General Meeting held on 12th October, 2023 and In-Principle approvals granted by the BSE Limited and the National Stock Exchange of India Limited.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Also The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2025-26.

The Companys equity shares are listed with the BSE Ltd. and National Stock Exchange of India

Ltd. and available for trading at the both the platforms.

REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT

In terms of Section 131 of the Act, the Financial Statements and Boards Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under review, there was no change in the registered office of the company during the financial year 2025-2026.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year 2025-26 and as on the date of this report. However, the Company has allotted 183,150 equity shares of Rs. 10 each at a premium of Rs. 320 each pursuant to the conversion of warrants into equity on preferential basis.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026 your Company has not acquired any subsidiaries, joint venture or associates.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEMS

The Company has established an adequate system of internal controls, with documented procedures covering all corporate functions and warehousing units. Internal controls provide: ? reasonable assurance regarding the effectiveness and efficiency of operations, ? the adequacy of safeguards for assets, ? assurance regarding reliability of financial statements, ? the reliability of financial controls and compliance with applicable laws and regulations.

The function of internal audit is entrusted to M/s. FRG & Co. For ensuring independence of audits, internal auditors report directly to the Audit Committee. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems maintained by the Company, the audit performed by the Internal Auditor, Statutory Auditor, Secretarial Auditors and external consultants and the reviews of management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2025-26.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans. The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen.

As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall spend in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial year.

The Net worth, Turnover or Net Profit of the Company for the immediately preceding financial year i.e March 31, 2026 has exceeded the threshold provided in section 135 as mentioned above. The Company has duly made its obligation for contribution towards CSR activities. The details of expenditure are given in Annexure- I, being an integral part of this Annual Report.

The CSR policy as adopted by the Company can be viewed on the website of the Company viz: https://www.thomasscott.org/investor-relations.htm

PROHIBITION OF INSIDER TRADING

Your Company had in place a mechanism to avoid Insider Trading and abusive self-dealing in the securities of the Company by the Directors of the Company and other designated persons.

For the above mentioned purpose, the Company has established systems & procedures to prohibit insider trading activity & has framed a Code of Conduct to Regulate, Monitor & Report trading by insiders and Code of Fair Practices & Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits the Directors and other designated persons to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large. The code is available at https://www.thomasscott.org/investor-relations.htm.

BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

As at 31^st March, 2026, the composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the LODR Regulations, 2015, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Managing Director (E-Comm), 1 Non-Executive Non-Independent Director and 3 Independent Directors and Key Managerial personnel as under;

Sr. No. Name	Date of Appointment	Designation
1. Mr. Brijgopal Balaram Bang	22/10/2010	Managing Director
2. Mr. Vedant Bang	15/02/2022	Managing Director (E-Comm)
3. Mrs. Vandana Bang	30/06/2024	Director
4. Mrs. Kavita Chhajer	15/08/2024	Independent Director
5. Mrs. Anuradha Paraskar	15/02/2018	Independent Director
6. *Mrs. Usha Ghelani	01/09/2025	Independent Director
7. Mr. Samir Kumar Samaddar	15/09/2017	Chief Financial Officer
8. Mrs. Rashi Bang	01/08/2013	Company Secretary

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Vedant Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. The Board of Directors of your company has recommended the name of Mr. Vedant Bang for the same. None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Further, the Company has re-appointed Mr. Brijgopal Bang (DIN: 00112203) as Managing Director, for a further period of 3 (three) years from the expiry of his present term of office, that is, with effect from December 01, 2025 till November 30, 2028

Further, Mrs. Usha Ghelani has been appointed as an Additional Director (Non-Executive Independent Director) w.e.f., September 01, 2025 and her designation has been regularized as Independent Director in the last Annual General Meeting held on 29^th September, 2025.

Further, the tenure of Mrs. Swati Sahukara has been completed as on 29.09.2025.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business policies and strategies. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.

During the financial year ended 31^st March, 2026, Seven (7) Board Meeting were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of Board and Committee(s) held during FY 2025-2026 are furnished in the Corporate Governance Report, which forms a part of Annual report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board of Directors of the Company plays vital role in the governance and focus on specific areas and make informed decisions within the delegated authority. The Board has constituted Committees to delegate certain matters relating to the affairs of the Company that require greater and more focused attention. Each Committee is governed by their respective terms of reference which exhibit their composition, scope, powers, duties and responsibilities.

The Board of Directors has the following Committees:

Mandatory

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Non-Mandatory

4. Corporate Social Responsibility Committee

5. Securities Allotment Committee

6. Management & Finance Committee

The details of Composition, number of meetings and attendance at the meetings of the above-mentioned Committees are given in the Corporate Governance Report, which forms part of this report and available on the Companys website at www.thomasscot.org

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

MEETINGS OF THE MEMBERS

The Last i.e. the 15^th Annual General Meeting of the Company for the financial year 2024-2025 was held on 29.09.2025 at the Registered Office of the Company. There was one (1) Extra Ordinary General Meeting held on 12.03.2026 during the year under consideration. The details of meetings of Members held during FY 2025-2026 are furnished in the Corporate Governance Report, which forms a part of Annual report.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional credentials help your Company for strategy formulation and its implementation, thereby enabling its growth objectives.

In the opinion of the Board, the independent director appointed during the year possesses requisite integrity, expertise, experience and proficiency.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and your Companys Code of Conduct for Board Members and Senior

Management. All Independent Directors of your Company have registered themselves with the Indian Institute of Corporate Affairs.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and other senior management personnel of the Company. The policy outlines the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board an NRC Policy, relating to the remuneration for the directors, key managerial personnel and other senior management person. NRC shall carry out an annual evaluation process of the Board performance and its Committees. NRC Policy contains provisions regarding retirement.

NRC Policy also provides for performance evaluation criteria of Independent Directors. The detailed policy can be read on https://www.thomasscott.org/investor-relations.htm

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors and senior management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Companys website at https://www.thomasscott.org/investor-relations.htm

All Directors and members of Senior Management have, as on March 31st 2026, affirmed their compliance with: - Code of Conduct for Board of Directors and Senior Management - Code for Independent Directors, as applicable. - Code of Practices and Procedures for Fair Disclosure of UPSI

The Company has obtained a Certificate from the Managing Director regarding compliances of the codes as stipulated above. The Certificate is annexed as Annexure- II and forms an integral part of this Report.

FORMAL ANNUAL EVALUATION OF DIRECTORS, COMMITTEES & BOARD

The Board has approved the policy for evaluating the performance of Board, its committees and individual Directors in compliance with the provision of Section 178 read with Schedule IV of the Act and the Listing Regulations. In accordance with the evaluation criteria approved, the Nomination and Remuneration Committee have carried out the annual performance evaluation of the Board as a whole, its committees and individual Directors.

The Independent Directors carried out the annual performance evaluation of the Chairman, Non- Independent Directors and the Board as a whole.

A structured questionnaire covering various aspects of the Boards functioning was circulated to the Directors. The criteria for evaluation of Independent Directors included attendance at the meetings, interpersonal skills, independent judgement, knowledge, compliance framework, etc.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Nomination and Remuneration Committee and the Board for improvements of its effectiveness. The Directors expressed their satisfaction with the evaluation process.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, prepared after taking into consideration the guidance note issued by SEBI and ICSI, on Board evaluation, covering various aspects of the Boards functioning, Committee effectiveness, directors efficiency on individual basis etc.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments under Section 186 of the Act have been provided in notes to the standalone financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES

Company with related parties were in ordinary course of business and on an arms length basis. Prior omnibus approval is obtained for related party transactions (RPTs) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arms Length. A statement on

RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a Policy on dealing with

Related Party Transactions which can be accessed on Companys website of the company. The policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

All the material related party transactions have been approved by the Members of the Company pursuant to the provision of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

Accordingly, Particulars of contracts or arrangements with related parties referred to in Section 188 (1) and (2) of the Companies Act, 2013, are provided in the prescribed Form AOC-2 is annexed as Annexure- III with this report.

REMUNERATION OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure- IV with this Report.

Further, none of the employee in the Company falls under the provision of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. In terms of Regulation 34 & Schedule V of the SEBI (LODR) Regulations, 2015, the certificate on Corporate Governance issued by Practicing Company Secretary alongwith the Report on Corporate Governance is forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report has been presented in a separate section forming part of the Annual Report.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2025-26 to the BSE Limited, National Stock Exchange of India Limited and to the depositorys i.e

National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) that 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

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of 5 years commencing from the conclusion of 12^th Annual General Meeting up to the conclusion of 17^th Annual General Meeting to be held in the calendar year 2027.

M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2026 and have issued the Auditors Report thereon. There are no qualifications or reservation for adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed Mrs. Sonam Jain, Practicing Company Secretary to carry out secretarial audit of the company for the financial year 2026-27.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure- V to this report. There are adverse remarks in the said report. The Secretarial Audit Report of the Company contains following qualifications, reservation or adverse remark which are herein below and the comments of directors upon the same:

Sr. No. Adverse remarks	Directors comment
1. Regulation 31 (2) & (3) of SEBI (LODR) Regulations, 2015 i.e. the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form.	Directors state that the management is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.
2. Regulation 23(9) of SEBI (LODR) Regulations, 2015 i.e Submission of Disclosure of related party transactions, on the date of publication of standalone and consolidated financial results.	Directors state that Company has made the paid the fine for 1 day delay in submission of the disclosure on Both the Stock Exchanges. (i.e BSE & NSE).

The Management hereby states that it will take all the due care in future to avoid any kind of non-compliances and in progress to rectify all the above non-compliance as soon as possible.

COST AUDITOR

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.

INTERNAL AUDITORS

M/s. FRG & Co., Chartered Accountants, Mumbai [FRN: 023258N] have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to in depth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc.

The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in timely manner.

There were no qualifications, reservations or any adverse remarks made by the Auditors in their report.

During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2026 may be accessed on the Companys website at https://www.thomasscott.org/investor-relations.htm

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the LODR Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have issued a certificate authenticating Financial Statements for the Financial Year 2025-26 which provides a true and fair view of the affairs of the Company. The said Certificate is annexed as Annexure- VI with this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, as part of vigil mechanism in confirmation with Section 177(9) of the Act to provide Directors and employees an avenue to lodge Complaints, in line with the commitment of Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle-blowing in good faith.

The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee.

The details of the policy may be accessed on https://www.thomasscott.org/investor-relations.htm

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans.

The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

Along with this Statutory as well as Internal Auditors report to the Audit Committee during their audit and highlight risks, if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the Company in this regard. The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.

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

The Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committees has also been set up to redress complaints received on sexual harassment.

The management has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year.

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

Your Company is continuously striving towards conservation of energy across all its units, complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in Annexure- VII annexed with this report.

POLICIES

The Company has adopted various policies under the Companies Act, 2013, PIT Regulations, LODR Regulations, 2015 and other applicable laws, which are given here below:

- Whistle Blower & Vigil Mechanism Policy - Nomination and Remuneration Policy - Related Party Transaction Policy - Archival Policy - Policy for determining material events - Policy for Preservation of the Documents

- Policy for Procedure of Inquiry in Case of Leak of UPSI - Policy for prevention of Sexual Harassment at Workplace

All the policies are amended as required from time to time and are available at the website of the Company at https://www.thomasscott.org/investor-relations.htm

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

- The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act. - During the Financial Year 2025-26, the trading of securities was not suspended. - The Company, during the Financial Year 2025-26, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained. - The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years. - The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. - The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. - No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable. - The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Additionally, the audit trail of prior years has been preserved by the Group as per the statutory requirements for record retention. - Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics. - In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The Board has proposed and appointed a Mr. Brijgopal Bang as Designated person in a Board meeting.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a fighter during this unfavorable time.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, vendors and others associates. Your

Company looks upon them as partners in its progress, it will be your Companys endeavor to build and nurture strong links with them based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Sd/- Brijgopal Balaram Bang

Date: 01.09.2026

Managing Director

Place: Mumbai DIN: 00112203