The Board of Directors of Tembo Global Industries Limited ('Tembo' or 'Company') are pleased to present the 15^th (Fifteenth) Annual Report along with financial statements of the Company for the financial year ended March 31^st, 2025. A summary of the Company's Audited Standalone and Consolidated Financial Statements is given below.

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The Financial performance of the Company for the year under review as compared to the previous financial year are summarized below for your consideration:

2. Company's performance and outlook:

Standalone:

The company achieved a net turnover of FY 2024-25: t65501.85 Lakhs; FY 2023-24: t43851.52 Lakhs, resulting a growth of 49%. Our profit before exceptional items has grown significantly, reaching t5672.74 Lakhs from t1854.82 Lakhs, representing an increase of approximately 205%. The Company achieved Profit after tax (PAT) of t4074.55 Lakhs in FY 2024-25, from t1386.08 Lakhs in FY 2023-24 representing an

increase of approximately 194%

Consolidated:

The Company achieved a net turnover of FY 2024-25: ^74364.69 Lakhs; FY 202324: ^43851.52 Lakhs, resulting a growth of approximately 70%. Our profit before exceptional items has grown significantly, reaching ^7561.40 Lakhs from ^1854.82 Lakhs, representing an increase of 308%. The Company achieved Profit after tax (PAT) of ^ 5096.49 Lakhs in FY 2024-25, ^1420.78 Lakhs in FY 2023-24 representing an increase of 259%.

3. STATE OF COMPANY’S AFFAIRS:

> The Company declared an Interim Dividend of Rs.1/- (Rupees One Only) per equity share on July 12, 2024 which was paid before August 11, 2024.

> The Company appointed Mr. Firdose Vandrevala as Director of the Company with effect from August 29, 2024.

> The Board of the Company declared an interim dividend of Rs. 1 /- (Rupees One only)

(10%) per equity share of face value of Rs. 10/- (Rupees Ten only) each for the Financial Year 2024- 25.

> The Company received new orders worth Rs. 2,41,00,00,000/- (Rupees Two Hundred

Forty One Crores Only) from local vendors in the month of May.

> The Company as a part of Strategic Transformation incorporated two separate establishments namely M/s Tembo Global Infra Limited and M/s Tembo Defense Products Private Limited.

> Mr. Kaushik Mahesh Waghela (DIN: 08242466) have stepped down from the position of Executive Director of the Company on 11^th April 2024.

> The Company took on record Resignation of Mr. Raman Talwar as Director with effect from August 6, 2024.

> The Company also declared a final dividend of Rs. 1/- (Rupees One Only) per equity share on August 29, 2024 which was paid before October 29, 2024.

> Company raised funds in the financial year through issue of 8,10,000 (Eight Lakh Ten thousand) Share Warrants to Certain Promoter Investors on preferential basis.

> The Company signed a Memorandum of Understanding with a European Company to establish State of the Art arms and ammunition facility in India.

> The Company entered into Solar MEP Segment in the month of October 2025, thereafter also incorporated Tembo Global Solar Power Private Limited.

> The Company bagged an order for 25 years from Maharashtra State Electricity

Distribution Co. Ltd of Power Purchase Agreement for Solar Photo Voltaic power generating stations of an aggregate capacity of 124 MW(AC).

> The Company achieved the order for water irrigation of INR 43,89,00,392/- (Rupees

Forty Three Crores Eighty Nine Lakhs Three Hundred and Ninety Two Only), INR. 52,90,16,880/- (Rupees Fifty Two Crores Ninety Six Lakhs Sixteen Thousand Eight Hundred Eighty Rupees Only) and INR. 407342648.31/- (Rupees Forty Crore Seventy Three Lakh Forty Two Thousand Six Hundred Forty Eight and Thirty One Paisa Only) from Domestic organizations.

> Company along with its Group Company M/s Tembo Defence Products Private Limited signed a memorandum of understanding with Maharashtra Government at World Economic Forum in DAVOS, Switzerland.

> The Company allotted 19,79,000/- (Nineteen Lakhs Seventy Nine Thousand) Equity Shares on January 28, 2025

> The Company issued 5,84,400/- (Five Lakhs Eighty Four Thousand Four Hundred) Equity Shares on March 26, 2025 pursuant to conversion of warrants.

4. CHANGE IN NATURE OF BUSINESS:

During the year, there has been no change in business of the Company. However, The Company has added new segment via postal ballot dated on 14^th May, 2025.

5. DIVIDEND:

In view of the Company's strategic focus on identifying, executing, and successfully implementing key business projects across its operating verticals, the Board of Directors has prioritized the conservation of funds to support these long-term initiatives. To ensure sustainable growth in assets and revenue, and to strengthen the Company's financial position for future opportunities, it is deemed prudent to retain earnings for reinvestment.

Accordingly, the Directors have not recommended any dividend for the Financial Year 2024-25. This decision is aligned with the Company's commitment to enhancing long-term shareholder value through strategic expansion and sound financial management.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Company's website at https://tembo.in/

6. AMOUNT TRANSFERED TO RESERVES:

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

7. ANNUAL RETURN:

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

8. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 18 (Eighteen) times during the Financial Year 2024-25 i.e. on the following dates:

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.

9. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Sanjay Jashbhai Patel (DIN: 01958033), Director of the Company and Mr. Shabbir Huseni Merchant (DIN: 01004168), Director of the Company, retires by rotation at the forthcoming Fifteenth Annual General Meeting and being eligible has offered himself for re-appointment.

The Company has received a Declaration in Form DIR-8 from all the Directors stating that they are not disqualified under section 164 of the Companies Act, 2013. The Company has also received Form MBP-1 from all the Directors under Section 184 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL fKMPI:

The key managerial personnel(s) of the Company as on March 31, 2025 is as follows:

*CFO resigned w.e.f. 9^th April, 2025.

** Appointed as Company Secretary w.e.f. 10^th February 2025 and resigned w.e.f. 03^rd May 2025.

During the year, following changes in Directors and KMP took place in your Company:-

• Mr. Kaushik Mahesh Waghela (DIN: 08242466) have stepped down from the position of Executive Director of the Company on 11^th April 2024.

• Mr. Raman Talwar (DIN: 07052896) have stepped down from the position of Executive Director of the Company 12^th August 2024.

• Ms. Jyoti Rawat appointed as Company Secretary & Compliance Officer of your Company w.e.f. 8^th May 2024 and resigned w.e.f. 01^st January 2025.

• Mr. Kiran Mukadam appointed as Company Secretary & Compliance Officer of your Company w.e.f. 10^th February 2025 and resigned w.e.f. 03^rd May 2025.

• Mr. Firdose Vandrevala was appointed as Additional Director (Non-Executive NonIndependent) of the Company with effect from 29^th August 2024 and his appointment is approved by the members at the Annual General Meeting of the Company held on 30^th September 2024.

• Ms. Saloni Patel has also stepped down from the position of CFO on 9^th April, 2025.

Further, there are following changes in Directors and KMP took place in your Company from the end of financials year upto date of signing of Report:-

• Mr. Ajay Madanwas appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

• Mr. Sumantra Sarathi Mahata was appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

• Mr. Nikunj Hasmukhbhai Barot was appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

• Mrs. Homai Ardeshir Daruwalla was appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

• Ms. Saloni Patel resigned from the position of Chief Financial Officer of the Company w.e.f. 09^th April 2025.

• Mr. Girish Rameshlal Jethmalani was appointed as Chief Financial Officer of the Company with effect from 09^th April 2025 and resigned w.e.f 11^th June 2025.

• Smita Jashbhai Patel has resigned from the Directorship of the company w.e.f. 09^th April 2025.

• Karan Ishwar Shinde has resigned from the Directorship of the company w.e.f. 09^th April 2025.

• Prakash Sanjay Karpe has resigned from the Directorship of the company w.e.f. 09^th

April 2025.

• Jehan Darayus Variava has resigned from the Directorship and Chairmanship of the company w.e.f. 09^th April 2025.

• Jasbir Singh Jaswant Singh Anand has resigned from the Directorship of the company w.e.f. 30.05.2025.

• Mr. Girish Jethmalani has resigned from the position of Chief Financial Officer of the Company with effect from June 11, 2025

• Ms. Fatema S. Kachwala has been appointed as Chief Financial Officer of the Company with effect from July 15, 2025.

• Ms. Priya Dua has been appointed as Company Secretary and Compliance Officer of the Company from August 1, 2025.

10. 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.

11. FAMILIARISATION PROGRAMME:

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 Company's official website at https://tembo.in/wp-content/uploads/2025/04/Directors-Familiarisation-Programme-pdf.pdf

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, Independent Directors met once. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

13. 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 31^st March, 2025, 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 Director's 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.

14. COMMITTEES OF THE BOARD

The Company has duly constituted the following statutory committees as per the provisions of the Act & SEBI LODR Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Internal Complaints Committee

• Sexual Harassment Committee

The details of the composition, number of Meetings, terms of reference and other information of all the aforesaid committees are included in the Corporate Governance Report which forms part of this Report.

Audit Committee:

The composition of the Audit Committee is as under:

During the year, there were no instances when the recommendations of the Audit Committee were not accepted by the Board of Directors of the Company.

15. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation was carried out as under:

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.

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

The Particulars of Loans, Guarantees and Investments made by the Company if any as at 31^st March 2025 covered under the provision of Section 186 of the Companies Act, 2013 and are given in the Notes forming part of the Financial Statements.

17. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188:

All related party transactions that were entered into during the year under report were on an arm's 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. 32forming part of the Standalone Financial Statements.

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

18. SHARES CAPITAL AND CHANGES THEREIN:

The Authorised Share Capital of the Company is Rs. 22,00,00,000/- (Rupees Twenty-Two Crores Only) divided into 2,20,00,000 (Two Crore Twenty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten only) each.

ISSUE AND ALLOTMENT OF SHARES:

> The Company allotted 19,79,000/- (Nineteen Lakhs Seventy Nine Thousand) Equity Shares on January 28, 2025

> The Company issued 5,84,400/- (Five Lakhs Eighty Four Thousand Four Hundred) Equity Shares on March 26, 2025 pursuant to conversion of warrants.

> The Company has allotted 18,00,000/- (Eighteen Lakh Equity Shares) on preferential basis pursuant to conversion of warrants.

EMPLOYEE STOCK OPTION SCHEMES fESOS):

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

BUY BACK OF SECURITIES:

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

SWEAT EQUITY:

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

BONUS SHARES:

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

19. 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) as the Company has not declared any dividend in the past.[Kindly confirm]

20. 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 to which the Financial Statements relate and to the date of Report.

Some Changes within the Company for which materiality cannot be determined on the financial position are:

1. Company in its Board meeting held on July 15, 2025 decided to raise funds upto Rs. 500 Crores by issuing securities.

2. M/s R. A. Kuvadia and Co, being the statutory auditor of the company have conveyed their resignation from the Company due to health issues and peer review period expiring, but under renewal process which had resulted in casual vacancy. The same has been duly filled by the Board by appointment of M/s Karta and Company as Statutory Auditor, subject to shareholders' approval in ensuing general meeting.

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

During the period under review, there has been no significant and material orders passed by the regulators or courts on the Company.

22. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, which includes:

• Criteria for identification of persons for appointment as Directors and in senior management positions.

• Criteria for determining qualifications, positive attributes, independence of a Director

• Evaluation of performance

• Board Diversity

• Remuneration to Non-Executive Directors, Key Managerial Personnel and Senior Management and remuneration to other employees.

• Policy Review.

The Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the Company's website at https://tembo.in/.

23. 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 2024-25 and hence no complaint is outstanding as on March 31, 2025 for redressed. The following is the summary of Sexual Harassment Complaints received and disposed during the Financial Year 2024-25.

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

24. 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.

25. 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 energyA. Energy conservation measures taken:

Conservation of Energy: The Company's 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 Company's 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

C. Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the year 2024-25, the position is as under:

26. 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 Company's website at https://tembo.in/.

27. 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 Company's website athttps://tembo.in/wp-content/uploads/2025/04/Corporate-Social-Responsibility-CSR-Policy.pdfThe CSR Policy lays down areas of activities, thrust areas, types of projects, programs, modes of undertaking projects/ programs, resources etc.

28. 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. Vijay Gupta, a Company Secretary in Whole-time Practice and proprietor of M/s. VRG & Associates, confirming compliance with corporate governance requirements as per SEBI LODR Regulations are annexed as “Annexure B” to this Report.

29. AUDITORS:i. STATUTORY AUDITOR:

At the Annual General Meeting ('AGM') held on 22^nd December 2023 shareholders of the Company have appointed M/s R. A. Kuvadia & Co, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 13^thAGM till the conclusion of 17^th AGM of the Company, however M/s R. A. Kuvadia & Co, Chartered Accountants, as Statutory Auditors of the Company has tendered Resignation due to expiration of peer review certificate of his firm and his inability to conduct audit due to serious health issues including a major angioplasty surgery.

Due to above resignation, It is proposed to appoint M/s Karta and Company, Chartered Accountants(Firm Registration No. 160122W) as a statutory auditor of the Company pursuant to the applicable provision of the Companies Act 2013 (the Act)..

Based on receipt of the consent and eligibility letter M/s Karta and Company, Chartered Accountants (Firm Registration No. 160122W)and upon recommendation of the Audit Committee, the Board of Directors at its Meeting held on July 15, 2025 approved and recommended to the shareholders, appointment of M/s Karta and Company, Chartered Accountants (Firm Registration No. 160122W) as Statutory Auditors of the Company for a term of 5 (Five) year from the conclusion of the ensuing 15^th Annual General Meeting (AGM) till the conclusion of 20^th AGM of the Company to be held in the year 2030.

ii. SECRETARIAL AUDIT

Pursuant to Section 204(1) of the Companies Act 2013 read with Regulation 24A of SEBI LODR Regulations, your Company had appointed CS Vijay Gupta, Practicing Company Secretaries, having as its Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2024-25. The Company during the audit has provided all assistance and facilities to the Secretarial Auditor for conducting their audit.

The Secretarial Audit Report for the Financial Year 2024-25 in form MR-3 is annexed to this Report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned.

Further, pursuant to Regulation 24A (1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, secretarial auditor shall be appointed for a term of five consecutive years subject to approval of the members. In view of the above, it is recommended to appoint M/s D.M. Zaveri & Co., Practicing Company Secretaries, Mumbai, a peer Reviewed Firm to conduct Secretarial Audit for a term of five consecutive years commencing from Financial Year 2025-26 upto financial year 2029-2030 and issue Secretarial Audit Report in Form No.MR.3 subject to the approval of the members at the ensuing General Meeting.

iii. COST AUDITOR:

Pursuant to Section 148 and other applicable provision if any, of the Companies Act, 2013 along with Companies (Cost Records and Audit) Rules, 2015 and the Companies (Audit and Auditors) Rules, 2014, the Company needs to maintain Cost records for the financial year 2024-25. Hence, M/s. Aatish Dhatrak & Associates, (FRN: 101575 / Membership Number-30105) was duly appointed to conduct audit of cost records maintained by the Company pertaining to product / services eligible under the applicability of cost audit for the financial year 2024-25at a remuneration of Rs. 80000/-(Rupees Eighty Thousand only) per annum plus Taxes and reimbursement of out of pocket expenses.

Further the company has made and maintained proper Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 for its business activities carried out during the year under review.

As required under the Companies Act, 2013, remuneration of Cost Auditors is required to be placed before the Members in the General Meeting for their approval. Your Directors propose ratification of remuneration of M/s.Aatish Dhatrak & Associates, (Membership Number-30105) for the Financial Year 2025-26.

iv. INTERNAL AUDITOR:

MDSA& Associates (FRN156810W) Chartered Accountants, Mumbai, have been appointed as its Internal Auditor for conducting the internal audit functions of the Company and submitted their report thereon for the financial year 2024-2025 to the Board and committee for its review.

No disqualifications, reservations, adverse remarks or disclaimers have been reported in the Auditors' Reports, requiring any explanation or comments by the Board of Directors of the Company.

30. 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.

31. 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 31^st March 2025.

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

32. 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 Company's 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.

33. SUBSIDIARY.IOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has following Subsidiaries/ Associates/ Join venture, the details of the Subsidiary is as follows:

34. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY/ ASSOCIATES/ IOIN 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.

35. 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.

36. 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 2024-25.

37. 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 Company's website at https://tembo.in/investors/.

38. PUBLIC DEPOSITS:

During the year, your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013. However the Company has accepted unsecured loans from its members and in compliance with Rule (2) (1) (c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto.

39. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available for inspection at the registered office of the Company

40. 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 Company's code of conduct. Functioning of the Policy is reviewed by the Audit Committee / Board on periodical basis. During the financial year ended March 31, 2025, 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

41. 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.

42. OTHER DISCLOSURES:-

No disclosures are required in respect of sub rule xi & xii of Rule 8(5) of The Companies (Accounts) Rules, 2014 read with Section 134(3)(q) as the same is not applicable to the Company during the Financial Year.

43. 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 Company's 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 Company's future growth.