Your directors take pleasure in submitting the 37^th Annual Report together with the Audited Standalone Financial Statements ended 31^st March 2025.

1. FINANCIAL RESULTS

The Company's financial performance for the financial year ended March 31, 2025, along-with that of the previous financial year ended March 31, 2024, is summarized below:

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company's website www.tihil.co.in.

2. STATE OF COMPANY’S AFFAIRS, FINANCIAL PERFORMANCE, PROSPECTS AND DEVELOPMENTS:

During the year under review, the Total Revenue from Operations is Rs. 453,810.32 thousand which was Rs. 811144.12 thousand in the Financial Year 2023-24 and EBITDA is Rs. 42418.97 thousand which was Rs. 46967.40 thousand in the Financial Year 2023-24.

The Profit before tax is Rs. 14,349.98 thousand in comparison to Profit before tax of Rs. 32141.81 thousand in F.Y. 20232024. The Profit after tax is Rs. 10,225.86 thousand in comparison to Profit after tax of Rs. 24,521.14 thousand in F.Y. 2023-2024.

3. TRANSFER TO RESERVES

The Company has a closing Balance of INR (1,48,577.18) Thousands of Reserves and Surplus as on 31 March 2025.

The closing Balance of Reserves and Surplus is bifurcated as follows:

4. DIVIDEND

With a view to conserve the financial resources, your directors have considered it financially prudent in the longterm interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

5. SUBSIDIARIES. IOINT VENTURES & ASSOCIATES

Your Company doesn't have any Subsidiaries, Joint Ventures and Associates.

6. SEGMENT WISE PERFORMANCE

The Company has only one reportable segment of activity i.e. “Trading of Goods”, in accordance with the definition of “Segment” as per the IND AS. The performance of the Company is discussed separately in this Report.

7. CHANGE IN NATURE OF BUSINESS, IF ANY

The Company is engaged in the Business of Merchant Exports of Textiles, Ceramic Tiles, FMCG and other products. During the Financial Year 2024-25, the Company has not changed its nature of business.

8. SHARE CAPITAL

As on 31st March 2025, the Share Capital structure of the Company stood as follows:

Changes in share capital during the period under review and up to the date of signing of this report:Increase in Authorized Share Capital of the Company:

During the period under review, the existing Authorized Share Capital of Rs. 51,00,00,000 (Rupees Fifty-One Crores only) divided into 5,10,00,000 (Five Crores and Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each is hereby increased to Rs. 60,00,00,000 (Rupees Sixty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/-(Rupees Ten only) each by creating additional 90,00,000 (Ninety Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari-passu in all respects with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

The said increase in Authorized Share Capital was approved by the Board of Directors at their meeting held on 30th May 2024 and approved by the Shareholders of the Company vide Postal Ballot dated 27th July 2024.

During the current Financial Year 2025-26, the existing Authorized Share Capital of Rs. 60,00,00,000 (Rupees Sixty Crores only) divided into 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/- (Rupees Ten only) each is hereby increased to Rs. 72,00,00,000 (Rupees Seventy-Two Crores only) divided into 7,20,00,000 (Seven Crores Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each by creating additional 12,000,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari-passu in all respects with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

The said increase in Authorized Share Capital was approved by the Board of Directors at their meeting held on 03rd May 2025 and approved by the Shareholders of the Company via the Postal Ballot dated 12 th June 2025.

Rights Issue

During the Year under review, the Board of Directors at their meeting held on 30th May 2024 had approved to Raise Funds by way of offer, issue and allotment of Equity Shares of face value of INR 10/- each to the existing Equity Shareholders of the Company on rights basis (“Rights Issue”) to the eligible Equity shareholders of the Company, as on the record date for an amount aggregating up to INR 49.50 Crores (Rupees Forty Nine Crores and Fifty Lakhs only). The Company received the In-Principal Approval of BSE Limited for the said Rights Issue on 09th April 2025.

The Rights Issue Committee of the Company at their meeting held on 03rd May 2025 had decided to issue upto 3,55,26,000 fully paid-up Equity Shares of face value of ^ 10/- each at an issue price of ^ 13.90/- per Rights Equity Share (including premium of ^ 3.90/- per Rights Equity Share and Face Value of ^10/ - each) for total consideration of upto ^ 49.38 Crores. The Record date for the purpose of Rights Issue was fixed as 08th May 2025. The Right Issue of the Company was opened on Tuesday, May 27, 2025 and closed on Tuesday, June 17, 2025.

The Rights Issue Committee of the Company at their meeting held on 25th June 2025 had allotted 3,55,26,000 Rights Equity Shares fully paid up of face value of Rs. 10/- each at an issue price of Rs. 13.90/- per Rights Equity Share including a Securities Premium of Rs. 3.90/- per Rights Equity Share for Total consideration of Rs. 49,38,11,400/- to the eligible Allottees in the Rights Issue. The newly Issued Equity Shares were listed and traded on BSE Limited w.e.f Wednesday, July 2, 2025.

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Company's Equity shares are compulsorily tradable in electronic form. As on 31^st March 2025, the total listed capital of the Company was 3,55,26,000 Equity Shares out of which 3,49,82,300 Equity Shares were held in Dematerialized Form comprising 97.93% of Issued Capital.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1^stApril 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail themselves of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures.

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit / loss of the Company for that period.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) that the annual accounts have been prepared on a going concern basis.

(e) that internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11. PUBLIC DEPOSITS

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 34 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this Report.

13. INDUSTRIAL RELATIONS

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate the committed contribution made by employees of the Company at all the levels to achieve the present growth of the Company.

14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy based on recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company.

15. BOARD DIVERSITY

The Company recognizes the importance of a diverse Board in its process. We believe 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 to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company.

16. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure [A]" that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2024.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, The Board of Directors of the Company comprises of following Six (6) Directors:

Appointments:

During the year under review, No Director was appointed on the Board of the Company.

Further, the Shareholders of the Company had approved the Appointment of Mr. Ankitkumar Surendrakumar Agrawal (DIN: 10118085) as an Independent Director, Mr. Mayank Suresh Jolly (DIN: 09366175) and Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589) as Whole-Time Directors. by passing Special resolutions through Postal Ballot dated 13th April 2024.

Retire by rotation and Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589), Executive Whole Time Director of the Company is liable to retire by rotation at 37^th AGM and being eligible offer himself for reappointment.

An appropriate resolution for his re-appointment is being placed for your approval at 37^th AGM. The brief resume of Mr. Irfan Abdulrahimbhai Qureshi (DIN: 09494589), Executive Whole Time Director with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.

Resignations/Retirements along with facts of resignation:

During the year under review, No Director has resigned from the office of Director of the Company.

Key Managerial Personnel:

During the financial year 2024-25, Ms. Manisha Kansingh Rajput, Chief Financial Officer of the Company resigned from his post with effect from 12th November 2024 due to personal reasons and to pursue alternate career opportunities.

Consequently, due to the resignation of Ms. Manisha Kansingh Rajput from the position of Chief Financial Officer of the Company, the Board of Directors, in their meeting held on 12th November 2024, had approved appointment of Mr. Anurag Jolly as Chief Financial Officer of the Company with effect from 13th November 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Mayank Suresh Jolly, Chairman and Whole Time Director, Mr. Irfan Abdulrahimbhai Qureshi, Whole-Time Director, Mr. Anurag Jolly, Chief Financial Officer, Mr. Ranjeet Madhukarrao Pawar, Chief Executive Officer and Mr. Mrugesh Ashwin Kumar Vyas, Company Secretary and Compliance officer, are the Key Managerial Personnel of your Company.

Annual Evaluation of Board's Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. The evaluation process has been explained in the corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”).

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.tihil.co.in.

Pecuniary relationship:

During the year under review, except those disclosed in the Audited Standalone Financial Statements, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company.

18. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company's Shares. The code is also available on the website of the Company www.tihil.co.in.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

19. COMMITTEES OF THE BOARD

As on 31st March 2025, the Board has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder's Relationship Committee.

d. Rights Issue Committee

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

20. NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of your Company along with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. Every Director currently on the Board of the Company has personally attended at least one Board Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

21. EXTRACT OF ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 ('the Act') in form MGT-7 is made available on the website of the Company and can be accessed at www.tihil.co.in.

22. RELATED PARTY TRANSACTIONS

During the financial year 2024-25, all transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arm's length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for FY 2024-25 and estimated transactions for FY 2025-26.

There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company's website at www.tihil.co.in. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

23. LOANS AND INVESTMENTS

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

24. RISK MANAGEMENT

The Company manages and monitors the principal risks and uncertainties that can impact on its ability to achieve its objectives. At present the Company has not identified any element of risk which may threaten the existence of the company. Discussion of risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is also available on the website of the Company www.tihil.co.in.

26. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the purview of the criteria specified under Section 135(1) of the Companies Act, 2013, so provisions regarding formation / constitution of CSR Committee prescribed under Section 135 of the Companies Act, 2013.

27. AUDITORS AND AUDITORS' REPORT Statutory Auditors:

At the 35^th Annual General Meeting held on 30^th September 2023, M/s Manoj Acharya & Associates, Chartered Accountants (FRN - 114984W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 40^th Annual General Meeting to be held in the Financial Year 2027-28.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s Manoj Acharya & Associates. Chartered Accountants (FRN - 114984W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 37^th AGM of the Company.

The Auditors' Report for Financial Year ended 31st March 2025 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of your Company at the meeting of Board of Directors dated 23^rd May 2024. The Secretarial Audit Report is annexed herewith as "Annexure - [B]"to this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 13th August 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 37^th AGM.

Internal Auditors:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s Agarwal Akshay & Associates, Chartered Accountants (FRN: 015592C), as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2024-25 at the meeting of Board of Directors dated 23rd May 2024.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for financial year ended 31 March 2025 do not contain any qualification, reservation or adverse remarks.

28. EXPLANATION ON AUDITORS' REPORT

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Auditor Report does not contain any Remarks/Observations.

Internal Auditor

The Internal Auditor Report does not contain any Remarks/Observations.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-2025 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the Company.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2025 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [C]" to this Report.

32. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which is annexed herewith as "Annexure - [D]" to this Report.

33. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

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

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

35. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

36. DISCLOSURE REQUIREMENTS:a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

37. OTHER DISCLOSURES:

(a) During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(b) During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

(c) During the financial year 2024-25, your Company has not entered into any One-Time Settlement with banks or financial institutions.

(d) The Company has not issued any debentures during the financial year 2024-25.

(e) During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

38. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT. 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

39. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.tihil.co.in containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

40. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company's current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

41. ACKNOWLEDGEMENT

Your directors' places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.