2. Performance Review and State of Company's
Affairs

Consolidated

The Consolidated revenue from operations increased by
32.18% from ' 3827.14 Million for FY 2024-25 to ' 5058.58
Million for FY 2025-26, EBITDA (Including other income)

increased by 164.75% from ' 365.28 Million in FY 2024-25
to ' 967.07 Million in FY 2025-26, Profit after tax increased
by 636.11% from ' 57.13 Million in FY 2024-25 to ' 420.54
Million in FY 2025-26. The earnings per shares (Basic / Diluted)
increased by 636.89% from ' 2.44 to ' 17.98 as compared to
previous financial year.

Standalone

The Standalone revenue from operations increased by 35.45%
from ' 3664.15 Million for FY 2024-25 to ' 4962.96 Million
for FY 2025-26, EBITDA (Including other income) increased
by 215.79% from ' 294.05 Million in FY 2024-25 to ' 928.58
Million in FY 2025-26, Profit after tax increased by 11851.68%
from ' 3.27 Million in FY 2024-25 to ' 390.82 Million in FY 2025¬
26. The earnings per share (Basic / Diluted) have increased by
11,835.71% from ' 0.14 in FY 2024-25 to ' 16.71 in FY 2025-26
as compared to previous financial year. The key elements for
profits during the year is cost optimization, prudent internal
management, new customer acquisition, new product launch
and market growth.

The Export share in "revenue from operations" is 75% during
FY 2025-26.

The business has witnessed an improvement in demand
across all product categories, reflecting a positive shift in
market conditions and customer sentiment. Despite the
continued headwinds and uncertainties in the global economic
environment, the business remains well positioned and has
demonstrated resilience, with demand trends showing
encouraging momentum. The Company continues to focus on
strengthening its diversified portfolio of innovative products,
expanding its customer base, and deepening its presence
across new markets, thereby positioning the business for
sustainable growth.

3. Innovating the future

The resilience demonstrated by Tatva Chintan during the
challenging period has been a defining strength of the
Company. Rather than being deterred by the difficult
operating environment, the Company used this period
to strengthen its infrastructure, optimise capacities and
build greater operational efficiency. At the same time, the
Company remained steadfast in its focus on R&D, investing
in technologies, capabilities and new product development.
These investments were made with the clear conviction that
challenging times also present an opportunity to prepare
for the next phase of growth. Today, as market conditions
begin to improve, the value of that preparedness is becoming
increasingly evident.

The Company is witnessing a more positive environment across
its product categories and businesses, creating opportunities to
accelerate its growth journey. Its strengthened infrastructure,
optimised capacities and deepening R&D capabilities provide
a strong foundation to respond to these opportunities with
speed and agility. Innovation at Scale is therefore not merely
about developing new products; it is about leveraging the
Company's scientific capabilities, manufacturing strengths and
market understanding to translate innovation into meaningful
commercial opportunities across its businesses.

While global economic uncertainties and headwinds remain,
the Company remains confident in its ability to navigate them
and deliver healthy, sustainable growth. As it looks ahead, the
Company's ambition is to build on the resilience demonstrated
in recent years, scale the capabilities it has created and
continuously innovate to address evolving customer and
market needs. With Innovation at Scale, Powering the Next
Decade as its guiding theme, the Company is well positioned
to enter its next phase of growth and create enduring value
for all its stakeholders.

4. Dividend

Your Company's policy on Dividend Distribution is
available athttps://www.tatvachintan.com//webfiles/
CorporateGovernance/PDF/dividend-distribution-policy.pdf

In accordance with the said policy, the Board of Directors has
recommended a final dividend of ' 2/- per equity share for
the financial year ended 31 March 2026 (previous financial
year - ' 1/- per equity shares). If the above recommendation
is approved by the Members of the Company at the ensuing
Annual General Meeting, the total outflow on this account will
be ' 46.78 Million (previous financial year- ' 23.39 Million).

Pursuant to the provisions of the Income-tax Act, 2025, the
said final dividend will be liable for deduction of income tax
at source.

5. Transfer to Reserves

During the year under review, the Board of Directors has
decided to retain the entire amount of profits for FY 2025-26
in the retained earnings and not to transfer any amount to
General Reserve.

6. Material Changes and Commitments

The Board of Directors, at its meeting held on 17 July 2026,
approved a proposed capacity expansion (addition) project
involving an estimated investment of approximately ?200

Crores, to be funded through a combination of internal
accruals and debt. As part of our growth strategy, the
new manufacturing facility (unit) will further strengthen
the Company's infrastructure and help to meet growing
market demands.

Other than above, the Company has not made any material
changes or commitments which affect the financial position
of the Company between the end of the financial year to
which the financial statements relate and the date of signing
of this report.

7. Share Capital and Change Therein

Authorised Share Capital of the Company is ' 400,000,000/-

(Rupees Forty Crores only) divided into 40,000,000 (Four
Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company
is Rs. 233,920,550/- (Rupees Twenty Three Crores Thirty Nine
Lakhs Twenty Thousand Five Hundred and Fifty only) divided
into 23,392,055 (Two Crores Thirty Three Lakhs Ninety Two
Thousand and Fifty Five) Equity Shares of Rs. 10/- (Rupees Ten
only) each.

a) Buy Back of Securities

Your Company has not bought back any of its securities
during the year under review.

b) Sweat Equity

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

c) Bonus Shares

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

d) Employee Stock Option Plan

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

8. Finance

During the year under review, your Company availed various
financial facilities from the existing Bankers as per the
business requirements. Your Company has been regular in
paying interest and repayment of the principal amount of the
lender(s).

9. Change in Nature of Business, if any

During the year under review, there has been no material
change(s) in the business of the Company or in the nature of
business carried by the Company.

10. Deposits

During the year under review, your Company has not accepted
any deposits from public within the meaning of Section 73 of
the Companies Act, 2013 ("the Act") read with Companies
(Acceptance of Deposits) Rules, 2014. The Company has no
unclaimed / unpaid matured deposit or interest due thereon.

11. Subsidiaries, Joint Ventures and Associate
Companies

As on 31 March 2026, your company has Two (2) Wholly
Owned Subsidiaries ("WOS") as detailed below;

Statement containing salient features of the financial
statement of subsidiaries Company as per the Companies Act,
2013 is provided in form AOC-1 at Annexure-A to this Report.

Your Company's policy on material subsidiary is also available
on the website of the Company athttps://www.tatvachintan.
com//webfiles/CorporateGovernance/PDF/policy-for-
determining-material-subsidiaries.pdf.

Details of New Subsidiary / Joint Ventures / Associate
Companies:

There is no new Subsidiary / Joint Ventures / Associate
Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary
/ Joint Ventures / Associate Companies:

No Company ceased to be Subsidiary / Joint Venture / Associate
Company of the Company during the year under review.

12. Particulars of Related Party Transactions

In line with the requirements of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), as amended from
time to time, the Company has formulated a Policy on Related
Party Transactions ("RPT Policy") for identifying, reviewing,
approving and monitoring of Related Party Transactions. The
RPT Policy is available on the Company's website athttps://
www.tatvachintan.com//webfiles/CorporateGovernance/PDF/
policv-on-related-partv-transactions.pdf.

All related party transactions entered into during
FY 2025-26 were on arm's length basis and in the ordinary
course of business and were reviewed and approved by the
Audit Committee. With a view to ensure continuity of day-
to-day operations, an omnibus approval is also obtained for
related party transactions which are of repetitive in nature
and entered in the ordinary course of business and on an arm's
length basis. There was no materially significant Related Party
Transaction made by the Company during the year that would
have required Shareholder's approval under the SEBI Listing
Regulations. A statement giving details of all related party
transactions entered pursuant to the omnibus approval so
granted is placed before the Audit Committee on a quarterly
basis for its review.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, the
details of Related party transaction which were transacted
during the year under review on arm's length basis and in the
ordinary course of business are set out as in form AOC-2 at
Annexure-B to this Report.

In terms of Regulation 23 of the SEBI Listing Regulations,
your Company submits details of related party transactions
on a consolidated basis as per the format specified in the
relevant accounting standards to the stock exchanges on a
half-yearly basis.

The details of the transactions with related parties are provided
in the accompanying financial statements.

13. Risk Management

Risk Management at Tatva Chintan Pharma Chem Limited
forms an integral part of Management focus.

The Risk Management Policy of the Company, which is
reviewed by the Risk Management Committee of the Board
("RMC") and approved by the Board of Directors, provides
the framework of Enterprise Risk Management ("ERM") by
describing mechanisms for the proactive identification and
prioritisation of risks based on the scanning of the external
environment and continuous monitoring of internal risk
factors. The ERM framework identifies, evaluates, manages
and reports risks arising from the Company's operations and
exogenous factors.

The Company has deployed holistic approaches to drive
organization wide Risk Management. The holistic process
includes identification and regular assessment of risks
by the respective departments and implementation of
mitigation strategies.

The RMC oversees the risk management process in the
Company. The RMC is chaired by a Whole-time Director and
the Chairperson of the Audit Committee is also a Member of
the RMC.

Further, the Chairman of the RMC briefs the Board in Board
Meetings about the significant discussions at each of the RMC
Meeting. This robust governance structure has also helped
in the integration of the ERM with the Company's Strategic
Planning Process where emerging risks are used as inputs in
such process. The RMC meets periodically to review all the
key risks, mitigation measures and also assess the status of
mitigation measures.

The Risk Management Policy is available on Company's
website athttps://www.tatvachintan.com//webfiles/
CorporateGovernance/PDF/risk-management-policy.pdf.

Some of the risks identified are set out in the Management
Discussion and Analysis which forms part of this Annual Report.

Risk Management Committee

Pursuant to the provisions of Regulation 21 of the SEBI
Listing Regulations, the Board of Directors at their meeting
held on 17 January 2022 has constituted a Risk Management
Committee which is responsible for management of risk, avoid
/ reduce exposure to significant financial loss and achieve risk
management objectives as specified under Risk Management
Policy. The Corporate Governance Report, which forms part
of this report, contains the details of Risk Management
Committee of the Company.

Director liable to Retire by Rotation

In accordance with the provisions of Companies Act, 2013 and
Articles of Association of the Company, Mr. Shekhar R. Somani
(DIN: 00183665) is liable to retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible,
offer himself for re-appointment. The Board recommends
the appointment of Mr. Shekhar R. Somani as Director of the
Company retiring by rotation for your approval.

Re-appointment(s)

Pursuant to the provisions of the Companies Act, 2013,
the term of appointment of Mr. Chintan Nitinkumar Shah
(DIN: 00183618), as Managing Director, Mr. Ajaykumar
Mansukhlal Patel (DIN: 00183745), as Whole-time Director
and Mr. Shekhar Rasiklal Somani (DIN: 00183665), as Whole¬
time Director of the Company shall come to an end on 31
January 2027. On the recommendation of the Nomination and
Remuneration Committee ("NRC") and the Board of Directors,
the proposal for re-appointment of Mr. Chintan Nitinkumar
Shah (DIN: 00183618), as Managing Director, Mr. Ajaykumar
Mansukhlal Patel (DIN: 00183745), as Whole-time Director
and Mr. Shekhar Rasiklal Somani (DIN: 00183665), as Whole¬
time Director of the Company for a further period of three (3)
years from 01 February 2027 to 31 January 2030 (both days
inclusive), is being included in the Notice of the ensuing 30^th
Annual General Meeting for approval of the Members.

Details of the proposal for the appointment / re-appointment
of Directors along with their shareholding in the Company,
as stipulated under Secretarial Standard 2 of the Institute of
Company Secretaries of India and Regulation 36 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, is mentioned in the Notice of the Annual
General Meeting.

Cessation

There were no cessations of the Directors during the Financial
Year 2025-26.

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.

Independent Directors

Your Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Act read with sub rule (1) and sub rule (2) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulation 16(1)(b) of the SEBI Listing Regulations
and they are independent of the management and they
have complied with the code for Independent prescribed in
Schedule IV of the Act.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they
have confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties
with an objective independent judgement and without any
external influence. The Board of Directors of the Company has
taken on record the declaration and confirmation submitted by
the Independent Directors after undertaking due assessment
of the veracity of the same. They are not liable to retire by
rotation in terms of Section 149(13) of the Act.

The Board is of the opinion that the all Directors including
the Independent Directors of the Company possess requisite
qualifications, experience and expertise in their relative fields
like science and technology, strategy, finance, governance,
human resources, safety, sustainability, etc. and that they hold
highest standards of integrity.

The Independent Directors of the Company have confirmed
that they have enrolled themselves in the Independent
Directors' Databank maintained with the Indian Institute
of Corporate Affairs ("IICA") in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Key Managerial Personnel

As on 31 March 2026, the following persons have been
designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) read with Section 203 of the Act,
read with the Rules framed thereunder.

Changes in KMP

During the year under review, Mr. Ashok Bothra resigned and
ceased to hold the position of Chief Financial Officer (CFO) and
Key Managerial Personnel (KMP) of the Company with effect
from the close of business hours on 30 August 2025. The Board
places on record its appreciation for his valuable contributions
during his tenure.

Appointment of KMP

The Board of Directors, based on the recommendation
of Nomination and Remuneration Committee and Audit
Committee at its meeting held on 31 October 2025, approved
the appointment of Mr. Ajesh Pillai as the Chief Financial
Officer (CFO) and Key Managerial Personnel (KMP) of the
Company with effect from 31 October 2025.

Your Company has also received declaration from all the
Directors and senior management personnel on compliance
of Code of Conduct for Directors and senior management
personnel, formulated by the Company.

15. Board and Committee Meetings

Details of Board Meetings

During the year under review, four (4) Meetings of the Board
of Directors were held in accordance with the provisions of the
Companies Act, 2013 read with rules made there under and
the applicable secretarial standards. The details of the Board
Meetings with regard to their dates and attendance of each
of the Directors thereat have been provided in the Corporate
Governance Report which forms part of the Annual Report of
the Company.

Details of Committee Meetings

The Company has duly constituted the following mandatory
Committees in terms of the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to
time viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Risk Management Committee; and

e. Corporate Social Responsibility Committee;

The Composition of all such Committees, number of meetings
held during the year under review, attendance of each of the
Directors at such meetings, brief terms of reference and other
details have been provided in the Corporate Governance
Report which forms part of this Annual Report. All the
recommendations made by the Committees were accepted
by the Board.

16. Separate Meeting of Independent Directors

During the year under review, one (1) Separate meeting
of Independent Directors was held on 21 January 2026.
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.

17. Familiarisation Programme

In compliance with the requirements of Regulation 25(7) of
the SEBI Listing Regulations, the Company has put in place
a Familiarisation Programme for the Independent Directors
to familiarise 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
Familiarisation Programme imparted to Independent Directors
are available on the Company's official website athttps://
www.tatvachintan.com//webfiles/CorporateGovernance/
PDF/details-of-familiarization-programme-for-independent-
directors.pdf.

18. Evaluation of the Performance of the Board
of Directors, its Committees and of Individual
Directors

Pursuant to the provisions of the Companies Act, 2013 and
SEBI Listing Regulations, as amended, the Board has carried out
the annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of its
committees and Chairperson of the Company. The manner in
which the evaluation has been carried out has been explained
in the Corporate Governance Report.

19. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies
Act, 2013, in relation to financial statements of the Company
for the year ended 31 March 2026, the Board of Directors to
the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable

accounting standards have been followed and that there
are no material departures;

2. 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 31 March 2026 and of the
profit of the Company for that period;

3. The Directors had taken proper and sufficient care
for 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;

4. The Directors had prepared the annual accounts on a
going concern basis;

5. The Directors laid down the internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

6. 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.

20. I nternal Financial Controls Systems and their
Adequacy

Internal Financial Controls are an integrated part of the risk
management process. Your Company has adequate internal
financial controls in place to address financial and financial
reporting risks. The internal financial controls with reference to
the financial statements are commensurate with the size, scale
and complexity of its operations. The Audit Committee defines
the scope and authority of the Internal Auditor. The Audit
Committee, comprises of professionally qualified Directors,
who interact with the statutory auditors, internal auditors
and management in dealing with matters within its terms of
reference. Your Company has a proper and adequate system of
internal controls. Adequate internal financial controls ensure
transactions are authorized, recorded and reported correctly
and assets are safeguarded and protected against loss from
unauthorized use or disposition.

21. Vigil Mechanism / Whistle Blower Policy

As per provisions of Section 177(9) of the Companies Act, 2013
read with Regulation 22(1) of SEBI Listing Regulations, your
Company has adopted a Whistle Blower Policy, to provide a
formal vigil mechanism to the Directors and employees to
report their grievances / concerns about instances of unethical
behavior, actual or suspected fraud or violation of Company's
Code of Conduct. The Policy provides for adequate safeguards
against victimisation of employees who avail of the mechanism
and also provides for direct access to the Chairman of the
Audit Committee in certain cases. It is affirmed that no
personnel of your Company have been denied access to the
Audit Committee. The functioning of the vigil mechanism is
reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained
in the Corporate Governance Report and website of the
Company athttps://www.tatvachintan.com//webfiles/
CorporateGovernance/PDF/vigil-mechanism-and-whistle-
blower-policy.pdf.

22. Significant and Material Orders Passed by the
Regulators

During the year under review, no significant and material
orders were passed by the regulators or courts or tribunals
impacting the going concern status and future operation of
the Company

23. Corporate Social Responsibility

In compliance with the requirements of Section 135 of the
Act read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors have constituted a
Corporate Social Responsibility ("CSR") Committee. The details
of membership of the Committee and the meetings held are
detailed in the Corporate Governance Report, forming part of
this Report.

CSR Policy is in line with the requirements of the Companies
(Corporate Social Responsibility Policy) Amendment Rules,
2021. The CSR Policy of the Company is available on the
website of the Company and can be accessed through the
website of the Company athttps://www.tatvachintan.com//
webfiles/CorporateGovernance/PDF/csr-policv.pdf.

The annual report on CSR activities containing details of
expenditure incurred by the Company and brief details on the
CSR activities are provided in Annexure-C to this Report.

24. Board Diversity

The Company recognizes and embraces the importance of a
diverse Board in its success. Your Company believes that a truly
diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural
and geographical background, age, ethnicity, race and
gender, which will help the Company to retain its competitive
advantage. The Board has adopted the Board Diversity Policy
which sets out the approach to diversity of the Board of
Directors. The policy is available on our website athttps://
www.tatvachintan.com/webfiles/CorporateGovernance/PDF/
board-diversity-policy.pdf.

25. Appointment and Remuneration Policy

Your Company has been following a policy with respect to
appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel ("SMP"). The
appointment of Directors on the Board is subject to the
recommendation of the Nomination and Remuneration
Committee ("NRC"). Based on the recommendation of
the NRC, the remuneration of Executive Director is fixed in
accordance with the provisions of the Companies Act, 2013
which comprises of Basic Salary and Perquisites / Allowances.
The Remuneration of Non-Executive Directors comprises of

sitting fees in accordance with the provisions of Companies
Act, 2013. The Company had adopted a Remuneration
Policy for the Directors, Key Managerial Persons and other
employees, pursuant to the provisions of the Act. Managing
Director of the Company does not receives any remuneration
or commission from any of its subsidiaries. The Remuneration
Policy is stated in the Corporate Governance report and weblink
for the same ishttps://www.tatvachintan.com/webfiles/
CorporateGovernance/PDF/nomination-and-remuneration-
policv.pdf.

26. Particulars of Employees

Details of remuneration of Directors, KMPs and employees as
per Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of Report as
Annexure-D. However, as per the provisions of Section 136
of the Companies Act, 2013, the Annual Report is being
sent to the Members and others entitled thereto, excluding
the information on employees' remuneration particulars
as required under Rule 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The disclosure is available for inspection by
the Members at the Registered Office of your Company
during business hours on all working days of the Company
up to the date of the ensuing AGM. Any Member interested
in obtaining such information may send their email to
cs@tatvachintan.com.

27. Auditors and Their Report

i. Statutory Auditors

At the 27^th AGM held on 22 September 2023, M/s. NDJ
& Co., Chartered Accountants, (Firm Registration No.
136345W) ("NDJ & Co.") were appointed as Statutory
Auditors of the Company for a second term of five (5)
consecutive years and shall hold office till the conclusion
of 32^nd Annual General Meeting of the Company.

The auditors' Report does not contain any qualification,
observation, disclaimer, reservation or adverse remark.

ii. Cost Auditors and Maintenance of Cost Records

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, Your Company is required to prepare,
maintain as well as have the audit of its cost records
conducted by a Cost Accountant in whole time practice
and accordingly, it has made and maintained such cost
accounts and records.

The Board, on the recommendation of the Audit
Committee has appointed M/s. Zarna Thakar &
Associates, Cost Accountants (FRN: 005956), Vadodara
to carry out Cost Audit and issue Cost Audit Report
for the Financial Year 2026-27 at a professional fee of
' 1,05,000/- (Rupees One Lakh Five Thousand only) plus

applicable taxes and out of pocket expenses on actual
basis, if any.

M/s. Zarna Thakar & Associates have confirmed that they
are free from disqualification specified under Section
141(3) and proviso to Section 148(3) read with Section
141(4) of the Act and that the appointment meets the
requirements of the Act. They have further confirmed
their independent status and an arm's length relationship
with the Company.

The remuneration payable to the Cost Auditors is required
to be placed before the Members in a General Meeting
for their ratification. Accordingly, a resolution seeking
Members' ratification for the remuneration payable to
M/s. Zarna Thakar & Associates, forms part of the Notice
of the 30^th AGM forming part of this Annual Report.

The Cost Audit Report for the year under review issued
by M/s. Zarna Thakar & Associates, Cost Accountants,
does not contain any qualification, reservation or adverse
remark or disclaimer.

iii. Secretarial Auditors

At the 29^th AGM held on 26 September 2025, M/s. TNT
& Associates, Practicing Company Secretaries were
appointed as Secretarial Auditors of the Company to
carry out Secretarial Audit for five (5) consecutive years
commencing from FY 2025-26 till FY 2029-30.

The report of the Secretarial Auditors for FY 2025-26 is
enclosed as Annexure-E forming part of this Report.

There has been no qualification, reservation, adverse
remark or disclaimer given by the Secretarial Auditors in
their Report.

In accordance with the SEBI Circular dated 08 February
2019 read with Regulation 24A of the SEBI Listing
Regulations, the Company has obtained an Annual
Secretarial Compliance Report from M/s. TNT &
Associates, Practicing Company Secretaries, Vadodara,
confirming compliances with all applicable SEBI Listing
Regulations, Circulars and Guidelines for the financial
year 2025-26. The Annual Secretarial Compliance Report
for abovesaid financial year has been submitted to the
stock exchanges within 60 days of the end of the said
financial year.

M/s. TNT & Associates, Practicing Company Secretaries,
Vadodara, has issued a certificate confirming that none
of the Directors on the Board of the Company has
been debarred or disqualified from being appointed
or continuing as Directors of companies by Securities
and Exchange Board of India ("SEBI") / Ministry of
Corporate Affairs ("MCA") or any such statutory
authority. The said Certificate is annexed to this Report
on Corporate Governance.

28. Credit Ratings

During the financial year under review, the long term and short
term credit ratings of your Company has been revised from
"A-/Negative and A2 " to "BBB /Stable and A2" respectively.

29. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and
its subsidiaries for FY 2025-26 are prepared in compliance
with the applicable provisions of the Act and as stipulated
under Regulation 33 of the SEBI Listing Regulations as well
as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards)
Rules, 2015. The Audited Consolidated Financial Statements
together with the Auditor's Report thereon forms part of this
Annual Report.

30. Agreements - Green Energy (Hybrid Project -
Wind and Solar)

In February 2026, the Company had entered into a Power
Purchase Agreement with AMPIN C&I Power Twenty Six
Private Limited (SPV); and a Share Purchase, Subscription and
Shareholder's Agreement, along with an Option Agreement,
with AMPIN C&I Power Private Limited and AMPIN C&I Power
Twenty Six Private Limited. These Agreements, entered into
under the Group Captive Power Scheme, would enable the
Company to source environment friendly Green Energy from
this 3.2 MW Wind-Solar hybrid project for captive consumption
on a long-term basis and would help in reducing the energy
costs of the Company significantly in the years to come. It will
also reduce reliance on non-renewable source of energy.

In accordance with Regulation 30 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has filed the necessary intimation regarding this
equity share acquisition with the Stock Exchanges.

31. Information Regarding Conservation of Energy,
Technology Absorption, Foreign Exchange
Earnings and Outgo

The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 is set
out herewith as Annexure-F forming part of this report.

32. Corporate Governance Report

Your Company believes in conducting its affairs in a fair,
transparent and professional manner along with good ethical
standards, transparency and accountability in its dealings with
all its constituents. Your Company has Complied with all the
Mandatory Requirements of Corporate Governance norms
as required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended.

The Separate report on Corporate Governance as well as
the Secretarial Auditor's certificate on the compliance of

Corporate Governance thereon forms part of this report as
Annexure-G.

33. Details of loans availed from Directors or their
relatives

During the year under review, your Company has not availed
any loan(s) from the Directors or their Relatives.

34. Failure to Implement any Corporate Action

During the year under review, no such instance where the
Company has failed to complete or implement any corporate
action within specified time limit.

35. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report
("BRSR") of your Company for FY 2025-26 is forming part of
this Annual Report as Annexure-H describing the initiatives
taken by the Company from an environmental, social and
governance perspective.

36. Management's Discussion and Analysis Report

Management Discussion and Analysis as required under
Schedule V of the SEBI Listing Regulations is forming part of
this Annual Report as Annexure-I.

37. Particulars of Loans Given, Guarantees Given,
Security Provided or Investments made under
Section 186 of Companies Act, 2013

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes forming part of the Financial Statements and
forms a part of this Annual Report.

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

Your Company is fully committed to uphold and maintain
the dignity of every woman working with the Company. Your
Company has Zero tolerance towards any action on the part of
any one which may fall under the ambit of 'Sexual Harassment
at workplace'.

Pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") and Rules made thereunder, the Company has formed
an Internal Complaint Committee ("ICC") for its workplaces
to address complaints pertaining to sexual harassment in
accordance with the POSH Act. The Company has a detailed
policy for prevention of sexual harassment at workplace which
ensures a free and fair enquiry process with clear timelines
for resolution.

The Policy is uploaded on the website of the Company athttps://
www.tatvachintan.com/webfiles/CorporateGovernance/PDF/

policy-on-prevention-and-resolution-of-sexual-harassment-at-

workplace.pdf.

The details of complaints filed, disposed of and pending are
given below:

(a) Number of complaints of sexual harassment received in
the financial year 2025-26- Nil

(b) Number of complaints disposed of during the financial
year 2025-26- Nil

(c) Number of cases pending for more than ninety days- Nil

(d) Number of complaints pending as on end of the financial
year 2025-26- Nil

Further details have been provided in Corporate Governance
Report forming part of this report.

39. Compliance of the provisions relating to the
Maternity Benefit Act, 1961

During the year under review, your Company has complied
with all the applicable provisions relating to the Maternity
Benefit Act, 1961 as may be amended from time to time. Your
Company remains committed to creating an inclusive and
supportive environment for women, especially during and
after pregnancy, to ensure their health, dignity, and continued
career growth.

40. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act read with the Rules made thereunder,
the Annual Return in form MGT-7 as on 31 March 2026
is available on the Company's website athttps://www.
tatvachintan.com//webfiles/FinancialInformation/
PDF/16512026105151Annual%20Return%20(MGT-7).pdf.

41. Insurance

The Company takes a very cautious approach towards
insurance. Adequate cover has been taken for all stock and
fixed assets for various types of risks. The Company has
Directors and Officers Liability Insurance Policy to provide
coverage against the liabilities arising on them.

42. Secretarial Standard

During the year under review, your Company has complied
with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India ("ICSI").

43. Investor Education and Protection Fund ("IEPF")

During the year under review, no amount is required to
transferred to Investors Education and Protection Fund.

Your Company has appointed Mr. Ishwar Nayi, Company
Secretary and Compliance Officer of the Company as Nodal
Officer of the Company. Details of the same is available on the

websites of the Company athttps://www.tatvachintan.com/
investors-contacts.aspx.

44. Proceedings Pending under the Insolvency and
Bankruptcy Code ("IBC")

There is no such proceeding or appeal pending under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year and at the end of the financial year, even upto the
date of this report.

45. 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

No such instance of One-time settlement or valuation was
done while taking or discharging loan from the Banks /
Financial institutions occurred during the year.

46. Reporting of Fraud During the year under review

The Auditors have not reported any instances of frauds
committed in your Company by its officers or employees, to
the Audit Committee under Section 143(12) of the Act details
of which needs to be mentioned in this Report.

47. Revision in Financial Statement or Boards Report

During the year under review, no revision in Financial
Statement or Boards Report has been made.

48. Events Subsequent to the date of Financial
Statements

As on the date of this Report, your Directors are not aware of
any circumstances not otherwise dealt with in this Report or in
the financial statements of your Company, which would render
any amount stated in the Accounts of the Company misleading.
In the opinion of the Directors, no item, transaction or event
of a material and unusual nature has arisen in the interval
between the end of the financial year and the date of this
report, which would affect substantially the results, or the
operations of your Company for the financial year in respect
of which this report is made.

49. Industrial Relations / Personnel

Your Company is committed to uphold its excellent reputation
in the field of Industrial relations. Through continuous
efforts, the Company invests and improvises development
programmes for its employees.

50. Cautionary Statement

Statements in the Annual Report, including those which
relate to Management Discussion and Analysis describing the
Company's objectives, projections, estimates and expectations,
may constitute 'forward looking' statements within the
meaning of applicable laws and regulations. Although the
expectations are based on reasonable assumptions, the actual
results might differ.