The Board of Directors of your company has pleasure in presenting their 35^th Annual Report along with the Audited Accounts for the Financial Year ended 31^st March, 2025.

1. Financial Results:

2. Operational Performance:

The fiscal year presented unforeseen challenges like rising raw material costs, delayed project timelines, erratic weather patterns affecting tea production results in lower machinery investments across several regions, impacted our overall performance, including a slowdown in demand from key tea-producing regions and disruptions in supply chain. Despite current challenges, we remain committed to our long-term vision. Several structural changes are underway to enhance productivity, customer engagement, and after-sales service. We are also focusing on product diversification, innovation, and expanding into newer markets to restore growth momentum and reinforce stakeholder confidence. As a result of our endeavour we have explore more in non-tea business under the guidance of Mr. Viraj Bagaria.

In T&I Global Ltd we believe in the saying that "Infused with Legacy, automated for tomorrow” now from Tea Machineries we are moving forward towards becoming a one stop shop for all low cost, energy-efficient and innovative processing and drying equipment provider for horticulture & agriculture procedure. TIGL takes a holistic view of its client's manufacturing requirements to provide tailored-made and client-specific solutions for an integrated post-harvest processing and drying solutions.

3. Dividend:

The Board has decided to retain profit for expansion of

Business, hence not recommended any Dividend for the

year ended March 31, 2025.

4. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013

the Board of Directors confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. that 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 and loss of the Company for that period;

iii. that they 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;

iv. that they have prepared the annual accounts on a 'going concern' basis;

v. that they have laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and are operating effectively;

vi. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

5. Directors:

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of section 164 of the Companies Act, 2013. The Board placed before its members for their approval for re-appointment of Mr. Viraj Bagaria as Whole-time Director. The Board also placed before the Members about change of designation of Mr. Harish Kumar Mittal from Independent Director to Non- Independent Director.

6. Key Managerial Personnel:

Mr. Vineet Bagaria (DIN: 00100416) Managing Director, Mr. Sajjan Bagaria (DIN: 00074501) Chairman & Whole time Director, Mr. Viraj Bagaria (DIN: 06628761) Whole time Director, Mr. Vishnu Baheti Chief Financial Officer and Mrs. Khushboo Choudhary, Company Secretary & Compliance Officer were designated as Key managerial Personnel during the Financial Year 2024-25 as per provision of section 203 of the Companies Act, 2013. Mr. Mukesh Kumar Marda(DIN: 10393133) was appointed as Independent Director on 14^th August, 2024. Mr. Mohit Agarwal (DIN: 00418513) has resigned from the Company on 9^th January, 2025. No other Appointment/ Resignation of KMP's were made during the year.

7. Declaration by independent Directors:

During the year under review, Mr. Harish Kumar Mittal (DIN 00367650), Mr. Manish Kumar Newar (DIN 00469539) and Mr. Navendu Mathur (DIN 00669934), were Independent Directors on the Board of the Company up to 30^th September, 2024. From 1^st October, 2024 onwards Smt. Sharmila Tibrawalla (DIN: 00059567), Mr. Baskar Srinivasan (DIN: 07485885) and Mr. Mukesh Kumar Marda (DIN: 10393133) were appointed as Independent Director on the Board of Directors. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

8. Share Capital:

The Paid-up equity share capital of the company as on

31^st March, 2025 was '506.77 Lacs. There was no public issue, right issue, bonus issue, preferential issue, etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

9. Subsidiaries, Joint Venture or Associate Companies:

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

10. Number of meetings of the Board:

The Board met twelve times during the financial year 2024-25. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. The details have been provided in the Corporate Governance Report, annexed to this Report.

11. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of various committees. The Independent Directors also carried out the evaluation of the Chairman and NonExecutive Directors, the details of which are covered in the Corporate Governance Report.

12. Company's policy on Directors' appointment and remuneration:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Directors' Report.

13. Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

14. Transfer to Reserves

In terms of section 134 (3) (J) of the Companies Act, 2013 During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company

15. Auditors' & Auditors' report :i. Statutory Auditors

M/s Agarwal & Associates Chartered Accountant

(Firm Registration no. 323210E) were appointed as Statutory auditor of the Company from the conclusion of this 33rd Annual General Meeting to conclusion of 37^th Annual General Meeting of the company.

M/s Agarwal & Associates have given unmodified opinion and have not given any qualification or reservation or adverse remark or disclaimer in their audit report on the audited financial statements (standalone) of the Company for the financial year ended on March 31, 2025..

ii. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Smita Sharma, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR3 for the financial year ended March 31, 2025 is annexed as Annexure - VI to the Report.

The Board recommends to appoint M/s. Smita Sharma & Associates, Company Secretaries, a peer-reviewed firm as Secretarial Auditors of the Company for a term of 5 (five) consecutive years starting from April 1, 2025 and ending on March 31, 2030, subject to the shareholders' approval at the ensuing AGM.

iii. internal Auditor

M/s S. Tulsyan & Associates, Chartered Accountant Firm, continues to serve as the Internal Auditor in compliance with Section 138 of the Act. In this role, he is entrusted with overseeing the internal audit function acrossbusinessprocesses, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Company's systems and processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on an interval basis.

iv. Cost Auditor

The Cost records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company. The Company has appointed M/s

Sarkar & Associates., Cost Accountants (FRN 004836) as Cost Auditors of the Company for the financial year 2025-26 under section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 including amendments, if any. The Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Act for re-appointment. The Cost Auditor's Report for the year 2023-24 was filed with Central Government within the prescribed time.

16. Risk Management:

The details in respect of risk management are included in the Corporate Governance, which forms an Annexure to this report.

17. Particulars of loans, guarantees and investments:

The Company has not given loan or provided securities during the financial year under review. However, the company has made some investments during the financial year. Therefore, company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has given in the notes to the Financial Statements.

18. Transactions with Related Parties:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of related party transaction has been enclosed in Form AOC - 2 in Annexure IV to the Directors' Report

Your Directors draw attention of the members to Note 23.2 to notes on Account of the financial statement which sets out related party disclosures.

19. Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review, is attached as Annexure I forming part of this Report.

20. Corporate Social Responsibility initiatives:

Our Company works on the belief that organizations should exist to serve a social purpose and enhance the lives of people connected through its business. The Company has a CSR Policy in place which aims to ensure that the Company continues to operate its

business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders. It takes up CSR programmes which benefit the communities in and around the vicinity of its operational presence, resulting in enhancing the quality of lives of the people in those areas. Details Report of Corporate Social Responsibility Committee is given in Annexure VIII of this report.

21. Corporate Governance and Extract of Annual Return:

Your Directors strive to maintain highest standards of Corporate Governance. The declaration of the Managing Director confirming compliance with the 'Code of Conduct' of the Company Report and Auditor's Certificate confirming compliance with the conditions of Corporate Governance are enclosed as Annexure V' to this Report respectively.

The annual return of the company is available on the website of the company at https://www.tiglobal.com.

22. Particulars of employees:

The prescribed particulars of remuneration of employees pursuant to Section 134 (3) (q) and Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure III to this Report.

23. Disclosure requirements:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has enclosed Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the Company's website. Further Policy on dealing with related party transactions is available on the Company's website.

24. Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the said policy is available on the Company's website.

25. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest

on deposits from public was outstanding as on the date of the balance sheet.

26. Change in the nature of business:

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

27. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:-

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

28. Material changes and commitments, if any, affecting the financial position of the Company:

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

29. Particulars regarding conservation of energy & technology absorption etc:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure II which forms part of this report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. The Company has set up Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received and /or disposed of during 2024-25.

31. Details in respect of fraud:

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

32. Disclosure with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961

The Company has a Parental Leave Policy extended to female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief

in parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to structured return-to-work programs that ease the transition back to their roles with confidence.

33. Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013

34. proceedings pending under the insolvency and bankruptcy CODE,2016:

During the year under review, no application has been made or is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

35. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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.

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year. Your Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.