FINANCIAL REVIEW AND ANALYSIS /STATE OF
COMPANY'S AFFAIRS

Your Company has generated on a Consolidated basis, the
total revenue of C67,178.40 Lakhs for the financial year ended
March 31,2026 as against C3,888.74 Lakhs for the financial year
ended March 31,2025. Your Company has earned profit after tax
of C1,903.08 Lakhs for the financial year ended March 31,2026
as against loss after tax of C23,128.84 Lakhs for the financial year
ended March 31, 2025.

Your Company has generated on a Standalone basis, the
total revenue of C4,546.68 Lakhs for the financial year ended
March 31,2026 as against C10,796.23 Lakhs for the financial year
ended March 31,2025. Your Company has incurred loss after tax
of C16,564.78 Lakhs for the financial year ended March 31,2026
as against loss after tax of C10,537.64 Lakhs for the financial year
ended March 31, 2025.

FUTURE PROSPECT AND OUTLOOK OF THE COMPANY

FY2026 marked an important milestone in TARC journey with
the successful commencement of customer handovers at TARC
Tripundra, revenue recognition from its first luxury residential
development and continued strengthening of its operating
platform. These achievements reinforce the Company's

execution capabilities while providing a strong foundation for
sustainable growth and long-term value creation.

With a differentiated portfolio of luxury and ultra-luxury
developments across New Delhi and Gurugram, TARC
remains well positioned to benefit from favourable industry
fundamentals, including constrained supply of high-quality
developments, rising wealth creation and increasing preference
for trusted, design-led residential communities. The Company
continues to strengthen its portfolio through disciplined
execution, customer-centric product development and prudent
capital allocation.

Looking ahead, TARC is actively advancing a significant pipeline
of luxury and ultra-luxury developments with design finalisation
underway across multiple projects planned for launch over the
coming years. Supported by a fully paid-up strategic land bank,
improving financial performance and a scalable development
platform, the Company remains confident of strengthening its
leadership position in Delhi's luxury residential market while
delivering sustainable growth and long-term value for all
stakeholders.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

Considering the business development opportunities in the
real estate sector and current market scenario for creating
long-term economic value and to strengthen the financial
position of the Company, the Board of Directors of your
Company have not recommended or declared any dividend
for the year under review.

The Board has laid down a Dividend Distribution Policy in
compliance with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('SEBI Listing
Regulations'). During the year under review, this policy was
amended and the revised policy is available on the Company's
website and can be accessed through the link https://www.tarc.
in/tarc_pdf/cg-6.pdf.

SHARE CAPITAL

The Authorised Share Capital of your Company is C85,00,00,000/-
comprising of 42,50,00,000 equity shares of C2/- each and the
paid-up equity share capital of the Company is C59,01,92,670/-
comprising 29,50,96,335 equity shares of C 2/- each fully
paid-up. There is no change in the authorised share capital and
paid-up equity share capital of your Company during the year
under review.

During the year under review, the Company has neither issued
any convertible securities / shares with differential rights (as to
dividend, voting or otherwise) / sweat equity shares / warrants
nor has granted any stock options.

NON-CONVERTIBLE DEBENTURES

During the year under review, on April 7, 2025, the Company has
made the allotment of 40,900 listed non-convertible debentures
of face value of C1,00,000 each aggregating to C409,00,00,000
on private placement basis to India Opportunities Fund SSA
- Scheme I (acting through Investment Manager Bain Capital
Advisors (India) Private Limited). The funds raised through
the allotment, were utilized towards the specific purpose(s)
for which such funds were raised. There was no deviation or
variation in the utilisation of funds raised.

Further, the Company has made the pre-mature full redemption
of existing 11300 number of listed non-convertible debentures
(Series A1) of C678,95,93,357 and 1910 number of unlisted
non-convertible debentures (Series C) of C94,11,90,812 on
April 8, 2025.

Catalyst Trusteeship Limited is the debenture trustee for the
above non-convertible debentures issued by the Company.
The contact details of debenture trustee are given under
the Corporate Governance Report, which forms part of the
Annual Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to general
reserves during the year under review.

DEPOSITS

During the year under review, your Company has neither
invited nor accepted/renewed any deposits within the meaning

of Section 73 of the Companies Act, 2013 ('the Act') and the
Companies (Acceptance of Deposits) Rules, 2014 and as such,
no amount on account of principal or interest on deposits from
public was outstanding as on March 31,2026. Accordingly, the
requirement for furnishing of details of deposits which are not
in compliance with the Chapter V of the Act is not applicable.

During the year under review, the Company has not received
any loan amount from any of its directors.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings & outgo pursuant
to Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed as 'Annexure-A'
to this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the
Act read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect
of the employees of the Company is annexed as 'Annexure-B'
to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Act and the SEBI Listing
Regulations, the Consolidated Financial Statements of your
Company were prepared in accordance with the applicable Ind
AS and forms part of the Annual Report.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2026, your Company had 60 Subsidiaries
(including direct, Step-down Subsidiaries and LLPs) and 1
Associate Company. During the year under review, no company
has become or ceased to be Subsidiary, Joint Venture and
Associate of your Company.

Pursuant to Section 129(3) of the Act, a statement containing
salient features of the financial statements of Subsidiaries
and Associates of your Company in the prescribed format in
Form AOC - 1, forms part of the Annual Report. Please refer
Note no. 52 of the consolidated financial statements, which
forms part of the Annual Report for the details of performance
and contribution of the subsidiaries and Associates to the
overall performance of your Company during the year under
review. In accordance with Section 136 of the Act, the financial
statements of the subsidiaries will be made available upon
request by any member of the Company and are also available
on the Company's website and can be accessed through the
link https://www.tarc.in/audited-financial.php.

MATERIAL SUBSIDIARY

In terms of the provisions of the SEBI Listing Regulations, your
Company has a policy for determining 'Material Subsidiary'.
During the year under review, this policy was amended and
the revised policy is available on the Company's website and
can be accessed through the link https://www.tarc.in/tarc_pdf/

cg-9.pdf. During the year under review, your Company has four
material unlisted subsidiary companies namely, TARC Projects
Limited, Grand Buildtech Limited, Jubilant Software Services
Limited and TARC Green Retreat Limited.

LISTING AT STOCK EXCHANGES

The equity shares of your Company are listed on National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The Non-convertible Debentures of your Company are listed
on BSE Debt segment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required
under Regulation 34 read with Schedule V to the SEBI Listing
Regulations, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, as required under
Regulation 34(3) read with Schedule V to the SEBI Listing
Regulations, forms part of the Annual Report. A certificate from
Practicing Company Secretary confirming compliance with
the conditions of Corporate Governance as stipulated under
Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation
46(2) and paragraphs C, D and E of Schedule V of the SEBI Listing
Regulations is annexed with the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Act, your
Directors confirm that:

(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(ii) 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 as at
March 31,2026 and of the profit and loss of the Company
for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going
concern basis;

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

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent
Directors that they fulfil the conditions of independence
prescribed under Section 149(6) of the Act as well as SEBI
Listing Regulations. Independent Directors have confirmed
that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties as an Independent
Director. They have got themselves registered in the data bank
for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate
Affairs, Government of India and their names are included in
the data bank maintained by IICA. The Board after assessing
their disclosures confirms that all Independent Directors fulfil
the conditions of independence specified in the Act including
the Code for Independent Directors prescribed in Schedule IV
to the Act and SEBI Listing Regulations including Company's
Code of Conduct for Directors and Senior Management and are
independent of the management of the Company. The Board is
satisfied with regard to the integrity, expertise and experience
(including proficiency) of all the Independent Directors of
the Company.

CONFIRMATION BY DIRECTORS REGARDING
DIRECTORSHIP / COMMITTEE POSITIONS

Based on the disclosures received from Directors, none of
the Directors on the Board holds directorships in more than
ten public companies including seven listed companies and
none of the Independent Directors served as an Independent
Director in more than seven listed entities as on March 31,2026.
Further, no Whole-time Director served as an Independent
Director in any other listed company. Necessary disclosures
regarding Committee positions in other public companies as on
March 31,2026 have been made by the Directors and have been
reported in the Corporate Governance Report, which forms part
of the Annual Report.

BOARD MEETINGS

During the year under review, four board meetings were held
on May 29, 2025, August 12, 2025, November 11, 2025 and
February 7, 2026. The meeting details along with attendance
of Directors are provided in the Corporate Governance Report,
which forms part of the Annual Report. The maximum interval
between any two meetings did not exceed 120 days, as
prescribed by the Act.

AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprises of 4
Directors including 3 Independent Directors. Mr. Ambarish
Chatterjee, Independent Director is the Chairman of the
Committee and Mr. Amar Sarin, Mrs. Bindu Acharya and
Mr. Jyoti Ghosh are the members of the Committee. All the
recommendations of the Audit Committee were accepted
by the Board. Other details are provided in the Corporate
Governance Report, which forms part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on March 31, 2026, the Stakeholders Relationship
Committee comprises of 3 Non-Executive Directors including
2 Independent Directors. Mr. Ambarish Chatterjee, Independent
Director is the Chairman of the Committee and Mr. Anil Sarin
and Mrs. Bindu Acharya are the members of the Committee.
Other details are provided in the Corporate Governance Report,
which forms part of the Annual Report.

AUDITORS AND THEIR REPORTS

Statutory Auditors

At the 5^th Annual General Meeting ("AGM") of the Company held
on December 21, 2021, M/s Doogar & Associates, Chartered
Accountants (Firm Registration No. 000561N), were appointed
as the Statutory Auditor of the Company for a term of five
consecutive years commencing from the conclusion of said
5^th AGM and continuing until the conclusion of the ensuing
10^th AGM. Accordingly, the term of M/s Doogar & Associates
as the Statutory Auditor of the Company shall expire upon the
conclusion of the ensuing 10^th AGM.

Based on the recommendation of the Audit Committee, the
Board of Directors at its meeting held on August 11, 2026,
approved and recommended for the approval of the Members
of the Company, the appointment of M/s Singhi & Co., Chartered
Accountants (Firm Registration No. 302049E), as the Statutory
Auditor of the Company for a term of five consecutive years, to
hold office from the conclusion of the ensuing 10^th AGM until
the conclusion of the 15^th AGM of the Company.

The Company has received the requisite consent and eligibility
certificate from M/s Singhi & Co. confirming that their
appointment, if made, shall be in accordance with the provisions
of the Act and the rules made thereunder. The relevant
resolution seeking members approval for the appointment of
M/s Singhi & Co. together with requisite disclosures, forms part
of the Notice convening the ensuing 10^th AGM.

The Report issued by M/s Doogar & Associates on the financial
statements of the Company for the financial year ended
March 31,2026 forms part of the Annual Report. The Auditors'
Report does not contain any qualification, reservation or adverse
remark or disclaimer. The notes to the financial statements
referred to in the Auditors' Report are self-explanatory and do
not call for any further explanation or comment.

Secretarial Auditor

Pursuant to Section 204 of the Act and Regulation 24A of the
SEBI Listing Regulations, the Members of the Company, at the 9^th
AGM held on September 25, 2025, approved the appointment of
M/s Mritunjay Shekhar & Associates, Company Secretaries (Firm
Registration No. S2018DE619000), as the Secretarial Auditor of
the Company for a term of five consecutive years, beginning
from the financial year 2025-26 to the financial year 2029-30.

The Secretarial Audit Report for the financial year 2025-26
in Form MR-3 issued by M/s. Mritunjay Shekhar & Associates

is annexed as 'Annexure-C' to this Report. The said report
is self-explanatory and does not contain any qualification,
reservation or adverse remark or disclaimer.

Further, in accordance with Regulation 24A of the SEBI Listing
Regulations, the Secretarial Audit Reports for the financial year
2025-26 in Form MR-3 in respect of the Company's material
unlisted subsidiaries, namely TARC Projects Limited, Grand
Buildtech Limited, Jubilant Software Services Limited and
TARC Green Retreat Limited, are annexed as 'Annexure-D' to
this Report. The said reports are self-explanatory and does not
contain any qualification, reservation or adverse remark, or
disclaimer.

Cost Auditor

M/s Bahadur Murao & Co., Cost Accountants (Firm Registration
No. 08), was appointed as the Cost Auditor of the Company
for the financial year 2025-26. The Company has prepared
and maintained the cost records as specified by the Central
Government under Section 148(1) of the Act for the financial
year ended March 31, 2026. The Cost Audit Report for the
financial year 2025-26 issued by M/s Bahadur Murao & Co.
does not contain any qualification, reservation or adverse
remark or disclaimer.

The Board has re-appointed M/s Bahadur Murao & Co. as the
Cost Auditor of the Company for the financial year 2026-27.
As per the provisions of Section 148(3) of the Act, the
remuneration payable to Cost Auditor as approved by the
Board is required to be ratified by the members in a general
meeting. Accordingly, the relevant resolution seeking members
ratification for the remuneration payable to M/s Bahadur Murao
& Co., forms part of the Notice convening the ensuing 10^th AGM.

REPORTING OF FRAUDS

During the year under review, none of the Auditors of the
Company have reported any fraud as specified under Section
143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute
of Company Secretaries of India and notified by the Ministry of
Corporate Affairs, relating to meetings of the Board of Directors
and General Meetings, respectively have been duly complied
by the Company.

CREDIT RATING

Infomerics Valuation and Rating Limited has reaffirmed the
credit rating of 'IVR BBB-' with rating watch under negative
implications for the Company's outstanding Non-Convertible
Debentures (NCDs) amounting to C409 Crore.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board comprises of 7 Directors (2
Executive and 5 Non-Executive Directors) including 2 Woman
Directors. Independent Directors constitute more than 50% of
the Board's strength.

During the year under review, the following changes took place:

• Mr. Anil Sarin (DIN: 00016152), who was liable to retire
by rotation, was re-appointed by the Members by way
of Ordinary Resolution passed at the AGM held on
September 25, 2025.

• Mr. Miyar Ramanath Nayak (DIN: 03352749) was
re-appointed as an Independent Director of the
Company for a second term of five (5) consecutive years
commencing from January 21,2026 up to January 20, 2031,
by way of Special Resolution passed at the AGM held on
September 25, 2025.

• Mr. Amar Sarin (DIN: 00015937) was re-appointed as
Managing Director & Chief Executive Officer of the
Company for another term of five (5) years effective from
December 28, 2025 to December 27, 2030 with payment
of remuneration for the period December 28, 2025 to
September 30, 2028 by way of Special Resolution passed at
the AGM held on September 25, 2025.

• Mrs. Muskaan Sarin (DIN: 01871183) was re-designated
as Whole-Time Director and Chief Brand Officer of the
Company with effect from August 12, 2025, for a term up
to September 28, 2026, with payment of remuneration
by way of Special Resolution passed at the AGM held on
September 25, 2025.

Pursuant to Section 152 of the Act, Mrs. Muskaan Sarin is
liable to retire by rotation at the ensuing 10^th AGM and being
eligible, has offered herself for re-appointment. Based on
the recommendation of the Nomination and Remuneration
Committee, the Board of Directors recommends her appointment
for the approval of the Members. The relevant details seeking
members approval along with requisite disclosures, forms part
of the Notice convening the ensuing 10^th AGM.

Mr. Anil Sarin will attain the age of 75 years on December 1,2026.
In terms of Regulation 17(1A) of the SEBI Listing Regulations,
continuation of a Non-Executive Director beyond the age of
75 years requires approval of the Members by way of a special
resolution. Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
recommends his continuation upon attaining the age of 75
years for the approval of the Members. The relevant resolution
seeking members approval along with detailed justification and
requisite disclosures, forms part of the Notice convening the
ensuing 10^th AGM.

Based on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee, the
Board of Directors has recommended revision in remuneration
payable to Mr. Amar Sarin for the approval of the Members.
The relevant resolution seeking members approval along with
requisite disclosures, forms part of the Notice convening the
ensuing 10^th AGM.

The current term of Mrs. Muskaan Sarin as Whole Time
Director and Chief Brand Officer will expire on September 28,

2026. Based on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee, the
Board of Directors recommends her re-appointment for a
further term of three (3) years with effect from September 29,
2026 to September 28, 2029 for the approval of the Members.
The relevant resolution seeking members approval along with
requisite disclosures, forms part of the Notice convening the
ensuing 10^th AGM.

Pursuant to Section 203 of the Act, the following are the Key
Managerial Personnel of the Company as on March 31,2026:

• Mr. Amar Sarin - Managing Director & Chief Executive Officer

• Mr. Nitin Kumar Goel - Chief Financial Officer

• Mr. Amit Narayan - Company Secretary

• Mrs. Muskaan Sarin - Whole Time Director & Chief
Brand Officer

There were no changes in the Key Managerial Personnel during
the year under review.

DISCLOSURE ABOUT RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there
under, during the year under review, none of the directors of
the Company has received any commission from the Company
or any of its subsidiary Company, thus the said provision is not
applicable to your Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that business sustainability is closely
connected to the sustainable development of the communities
of which the business is a part and the environment in which
the business operates. The Board has formulated a Corporate
Social Responsibility Policy of the Company. During the
year under review, this policy was amended and the revised
policy is available on the Company's website and can be
accessed through the link https://www.tarc.in/tarc_pdf/cg-5.
pdf. Through this policy, Company aims to focus on creating
a positive impact on the development of both urban and
rural areas in society with the endeavour to improve quality
of life, education, women empowerment, sustainability and
promotion of sports amongst other things.

A Corporate Social Responsibility ("CSR") Committee of the
Board has been constituted in accordance with the provisions
of Section 135 of the Act. As on March 31,2026, the Committee
comprises of 3 Non-Executive Directors including 2 Independent
Directors. Mr. Anil Sarin is the Chairman of the Committee
and Mr. Ambarish Chatterjee and Mrs. Bindu Acharya are the
members of the Committee. Other details are provided in
the Corporate Governance Report, which forms part of the
Annual Report.

During the year under review, the Company was not required
to spend any amount towards CSR in terms of the provisions
of Section 135 of the Act. Accordingly, no CSR activities were
undertaken during the year. The other details as required under

the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended, are given in the Annual Report on CSR
Activities annexed as 'Annexure-E' to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return of the Company for the year ending March 31,
2026 is available on the Company's website and can be accessed
through the link https://www.tarc.in/annual-return.php.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report as
required in terms of SEBI Listing Regulations is annexed as
'Annexure F' to this Report.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTEMENTS

Particulars of loans, guarantees and investments covered
under Section 186 of the Act are disclosed in the notes to
the Standalone Financial Statement, which forms part of the
Annual Report.

PARTICULARS OF CONTRACTS / ARRANGEMENTS
WITH RELATED PARTIES

All the transactions / contracts / arrangements of the nature as
specified in Section 188(1) of the Act, entered by the Company
during the year under review with related party(ies) are in
ordinary course of business and on arm's length. The Company
did not enter into any contract/ arrangement/ transaction with
related parties which is required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions
made by the Company during the year under review that
required shareholders' approval under Regulation 23 of SEBI
Listing Regulations, or which may have a potential conflict with
the interest of the Company.

Details of related parties and all the transactions entered into
with/by them etc. have been disclosed in Note no. 35 and 38 of
the Standalone and Consolidated Financial Statements, which
forms part of the Annual Report.

Prior approval of the Audit Committee was sought for entering
into related party transactions. Statement of transactions
with related parties were periodically placed before the
Audit Committee for its review. Omnibus approval was
obtained for transactions which were repetitive in nature.
Transactions entered into pursuant to omnibus approval
were also placed before the Audit Committee for its review on
quarterly basis. The related party transactions policy is available
on the Company's website and can be accessed through the
link https://www.tarc.in/tarc_pdf/RELATED%20PARTY%20
TRANSACTIONS%20POLICY.pdf.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON
OR ENTITY BELONGING TO PROMOTER / PROMOTER
GROUP HOLDING 10% OR MORE SHAREHOLDING

Mr. Anil Sarin and Mr. Amar Sarin, Promoters of the Company,
holds more than 10% shareholding in the Company. The details
of transactions of the Company with them during the year under
review have been disclosed in Note no. 35 of the Standalone
Financial Statement, which forms part of the Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy relating to the
nomination and remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company was
formulated by the Board of Directors of the Company in
accordance with Section 178 of the Act and the SEBI Listing
Regulations. During the year under review, this policy
was amended and the revised policy is available on the
Company's website and can be accessed through the link
https://www.tarc.in/tarc_pdf/cg-7.pdf. The said policy, inter
alia, includes criteria for determining qualifications, positive
attributes and independence of directors and policy relating
to the remuneration for the Directors, Key managerial personal
and other employees of the Company.

A Nomination and Remuneration Committee of the Board has
been constituted in compliance with the Act and the SEBI Listing
Regulation. As on March 31,2026, the Committee comprises of
5 Non-Executive Directors including 4 Independent Directors.
Mr. Ambarish Chatterjee, Independent Director is the Chairman
of the Committee and Mr. Miyar Ramanath Nayak, Mr. Anil Sarin,
Mrs. Bindu Acharya and Mr. Jyoti Ghosh are the members of
the Committee. Other details are provided in the Corporate
Governance Report, which forms part of the Annual Report.

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

The Board of Directors of your Company on the recommendation
of Nomination and Remuneration Committee had laid down the
criteria for evaluation of performance of the Board as a whole,
its Committees, Chairperson and individual Directors including
Independent Director. Accordingly, annual performance
evaluation process was carried out by the Nomination and
Remuneration Committee and the Board based on evaluation
forms, which include a rating mechanism.

The performance of the Board was evaluated on the
basis of evaluation forms received from all the Directors.
The performance of each Board Committee was assessed on
the basis of evaluation forms received from the respective
Committee members. Further, the performance of each Director
was evaluated on the basis of evaluation forms received from
all Directors, excluding the Director being evaluated. The Board
expressed satisfaction with the overall performance of the
Board, its Committees and individual Directors.

Independent Directors in a separate meeting also reviewed
the performance of the Board as a whole, Non-Independent
Directors and the Chairman, taking into account the views
of the Executive Directors and Non-Executive Directors.
The Independent Directors in the said meeting also access the
quality, quantity and timeliness of flow of information between
the Company management and the Board and its members,
that is necessary for the Board to effectively and reasonably
perform their duties.

INTERNAL FINANCIAL CONTROL

The Company has a robust and well embedded system of
internal control, which ensures that all the assets of the
Company are safeguarded and protected against any loss
from unauthorized use or disposition and all the transactions
are authorised, recorded and reported correctly. These controls
are subject to continuous monitoring by management reviews,
functional experts and are independently evaluated by the
Statutory Auditors and Internal Auditors as part of their audit
processes.

The Company's internal control systems, including internal
financial controls with reference to the financial statements,
are adequate and commensurate with the nature, size and
complexity of its business and operations. The Company has
established robust processes to ensure the effectiveness of such
controls and their continuous monitoring.

During the year under review, neither the Statutory Auditor
nor the Internal Auditor of the Company reported any
material or significant observations regarding the adequacy
or effectiveness of the Company's internal control systems.
Details of the internal control systems and their adequacy are
also provided in the Management Discussion and Analysis
Report, which forms part of the Annual Report. The Statutory
Auditor Reports, which forms part of the Annual Report also
includes their reporting on the Company's internal financial
controls over financial reporting.

RISK MANAGEMENT

A Risk Management Committee of the Board has been
constituted pursuant to Regulation 21 of the SEBI Listing
Regulations. As on March 31,2026, the Committee comprises
of 1 Executive Director and 3 Non-Executive Independent
Directors. Mr. Amar Sarin is the Chairman of the Committee
and Mr. Ambarish Chatterjee, Mr. Miyar Ramanath Nayak
and Mrs. Bindu Acharya are the members of the Committee.
Other details are provided in the Corporate Governance Report,
which forms part of the Annual Report.

The Company has also put in place a Risk Management Policy for
identification, assessment, monitoring and mitigation of various
types of risks to the business. During the year under review,
this policy was amended and the revised policy is available on
the Company's website and can be accessed through the link
https://www.tarc.in/tarc_pdf/risk-managaement-policy.pdf.

The Audit Committee has additional oversight in the area of
financial risks and controls. The major business and process
risks are identified from time to time by the businesses and

functional heads. The major risks identified by the businesses
and functional heads are systematically addressed through
mitigating measures on a continuing basis. In the opinion of
the Board, there are no risks which may threaten the existence
of the Company.

EMPLOYEE STOCK OPTIONS SCHEME

The Company has neither approved any Stock Options Scheme
during the period under review nor there is any Stock Option
Scheme subsisting from previous years.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments
occurred affecting the financial position of the Company
between the end of the financial year and the date of this report
other than those disclosed elsewhere in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order
was passed by the regulators or courts or tribunals which would
impact the going concern status of your Company and its
operations in future.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016

There was no application made or any proceeding pending
against the Company under Insolvency and Bankruptcy Code,
2016, during the year under review.

ONE TIME SETTLEMENT WITH ANY BANK OR
FINANCIAL INSTITUTION

During the year under review, the Company has not entered into
any one-time settlement with Banks or Financial Institutions;
therefore, there was no reportable instance of difference in
amount of the valuation.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy in line with
the provisions of the Act and the SEBI Listing Regulations, which
provides a secure and formal mechanism for the Directors
and Employees of the Company to report to the relevant
authorities within the Company any unethical behaviour,
actual or suspected fraud, violation of the Codes / Policies of the
Company or leak or suspected leak of confidential / proprietary
information etc. and to ensure that they are protected against
any adverse action and/ or discrimination as a result of such
reporting. During the year under review, the Company had
not received any complaint under Whistle Blower Policy and
no complaint was pending as on March 31, 2026. None of
the person has been denied access to the Chairperson of the
Audit Committee. The Whistle Blower Policy is available on
the Company's website and can be accessed through the
link https://www.tarc.in/tarc_pdf/WHISTLE%20BLOWER%20
POLICY.pdf.

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

During the year under review, the Company is in compliance
of the provisions relating to the Maternity Benefit Act, 1961.

PREVENTION, PROHIBITION AND REDRESSAL OF
SEXUAL HARASSMENT

Your Company has a policy for Prevention, Prohibition and
Redressal of Sexual Harassment at Workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act")
and the rules framed thereunder with the objective of providing
a safe working environment to all the team members, free from
discrimination on any ground and from harassment at workplace
including sexual harassment. The policy is gender neutral.

An Internal Complaints Committee has been constituted by the
Company in accordance with the provisions of the POSH Act to
consider and redress complaints relating to sexual harassment
at the workplace. The Committee ensures that all complaints are
dealt with promptly, sensitively, and with strict confidentiality,
and that a fair, impartial, and time-bound inquiry process
is followed in accordance with the Company's POSH Policy.
The Company is committed to providing a safe and respectful
work environment, and no employee shall be subjected to
retaliation or victimisation for filing a complaint in good faith.
Details of complaints of sexual harassment received, disposed
off and pending during the year under review are as follows:

(a) number of complaints of sexual harassment received: Nil

(b) number of complaints disposed off: Nil

(c) number of cases pending for more than ninety days: Nil

(d) number of complaints pending as on March 31,2026: Nil

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF")

The Company has not declared any dividend since inception.
However, pursuant to the Composite Scheme of Arrangement
approved by the Hon'ble National Company Law Tribunal,

Chandigarh Bench ("NCLT"), vide its order dated August 24,
2020, the Company on October 20, 2020 credited 8,92,069 fully
paid-up equity shares to IEPF Authority in respect of the equity
shares held by IEPF Authority in the Demerged Company as
on the Record Date i.e. October 7, 2020. As on March 31,2026,
8,89,069 equity shares were outstanding in the demat account
of the IEPF Authority.

The voting rights on the shares transferred to IEPF Authority
shall remain frozen till the rightful owners claim the shares.
Concerned Shareholders can claim such shares by following the
procedure prescribed under the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF
Rules"). In accordance with the IEPF Rules, the Board of Directors
have appointed Mr. Amit Narayan, Company Secretary as Nodal
Officer of the Company for the purposes of verification of claims
of shareholders pertaining to shares transferred to IEPF and for
coordination with IEPF Authority.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation
and gratitude to the Company's customers, shareholders,
investors, business associates, vendors, debenture holders,
debenture trustees, bankers, financial institutions, various
Government and regulatory authorities, and the society at
large for their continued support, trust, and encouragement
extended to the Company throughout the year.

Your Directors also wish to place on record their sincere
appreciation for the dedication, commitment, hard work, and
invaluable contributions of all members of the TARC family,
whose continued support and collective efforts have been
instrumental in the Company's growth and success.

For and on behalf of the Board of Directors

Anil Sarin

August 11,2026 Chairman

New Delhi DIN: 00016152