Your Directors have pleasure in presenting the 40^th Director's Report along with the Audited
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

iINR in Lakh)

2. STATE OF THE COMPANY'S AFFAIRS:

During the Financial Year under review, your Company has registered revenue from
operations of INR 1,641.70 Lakh as against INR 1,803.00 Lakh in the previous year. The
profit after tax for the year stood at INR 491.95 Lakh as against INR 481.46 Lakh in the
previous year.

Outlook of the business has been discussed in detail in the Management Discussion and
Analysis which forms part of this Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year under review, there has been no change in the nature of
business of the Company.

4. DIVIDEND:

The Board of Directors does not recommend payment of dividend on the Equity Shares of
the Company for the financial year ended March 31, 2025.

5. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to the General Reserves and has
decided to retain the entire amount of profit for the Financial Year ended March 31, 2025
in the profit and loss account for the growth and expansion of the company.

6. TRANSFER OF UNCLAIMED/ UNPAID AMOUNT TO INVESTOR EDUCATION
AND PROTECTION FUND:

Your Company does not have any funds as contemplated under Section 125 of the Act
lying unpaid or unclaimed which were required to be transferred to Investor Education
and Protection Fund (IEPF).

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees given and investments made by your Company
pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013
during the Financial Year 2024-25 are disclosed under the respective schedules/ notes in
the Financial Statements.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

All Related Party Transactions entered into by your Company during the Financial Year
2024-25 were on arm's length basis and in the ordinary course of business.

There were no material significant Related Party Transactions entered into by the
Company with its Promoters, Directors, Key Managerial Personnel or other Designated
Persons which may have a potential conflict with the interest of the Company at large
required to be reported herein.

All the transactions were in the ordinary course of business and at arm's length basis also
there was no material contracts or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013,
hence the Form No. AOC -2 is not required to be attached with this Report.

All Related Party Transactions have been placed before the Audit Committee for their
approval and to the Board, as and when required.

In certain cases, prior omnibus approval of the Audit Committee is obtained on a yearly
basis. The transactions entered into pursuant to the omnibus approval so granted are
reviewed by the Audit Committee on a quarterly basis.

Attention of the Shareholders is drawn to the disclosure of transactions with Related
Parties as set out in Note No. 35 of the Financial Statements, forming part of the Annual
Report.

The Policy of Related party transactions/ Disclosures as approved by the Board have been
posted on the Company's website viz. https:/ /www.tainwala.in/policies.html.

10. DETAILS OF SUBSIDIARY, TOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

11. DEPOSITS:

Your Company has neither accepted/ renewed any deposits from public during the year
nor has any outstanding Deposits in terms of Section 76 of the Companies Act, 2013 and
the Rules framed there under.

12. SHARE CAPITAL AND LISTING OF SECURITIES:

Authorized Share Capital

The authorized share capital of the Company is INR 14,00,00,000 (Rupees Fourteen Crores
Only) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of INR 10/- each.

Paid Up Share Capital

The Issued, Subscribed and Paid-up equity share capital is INR 9,36,38,630/- (Rupees Nine
Crores Thirty-Six Lakhs Thirty-Eight Thousand Six Hundred and Thirty only) divided
into 93,63,863 (Ninety-Three Lakhs Sixty-Three Thousand Eight Hundred and Sixty-
Three) Equity Shares of INR 10/- each.

During the Financial Year under review, there was no change in the capital structure of
the Company. The Company has not issued shares with differential voting rights or
granted any stock options or issued any sweat equity or issued any Bonus Shares. Further,
the Company has not bought back any of its securities during the year under review and
hence no further details/ information invited in this respect.

The Equity shares of the Company are listed with the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE) and available for trading at the both the platforms.
Annual Listing fee has been paid on time to the BSE & NSE.

13. DEPOSITORIES:

The Company is registered with both National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). The shareholders can take advantage
of holding their shares in dematerialized mode.

14. INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY:

The Company has an Internal Financial Controls ('IFC') framework, commensurate with
the size, scale, and complexity of the Company's operations and is in line with
requirements of the Companies Act, 2013.

The Board of Directors of the Company is responsible for ensuring that IFC have been laid
down by the Company and that such controls are adequate and operating effectively. The
internal control framework has been designed to provide reasonable assurance with
respect to recording and providing reliable financial and operational information,
complying with applicable laws, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensuring compliance with corporate policies.
The Company has laid down Standard Operating Procedures and policies to guide the
operations of each of its functions. Business heads are responsible to ensure compliance
with these policies and procedures.

During the year under review, no material or serious observations has been received from
the Auditors of the Company for inefficiency or inadequacy of such controls.

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors of your Company to the best
of their knowledge and ability hereby state and confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

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

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG
THEM:

A. Composition of Board of Directors:

As on March 31, 2025, the Board of Directors of the Company comprises 6 (Six) Directors.
The Board consists of Managing Director, Non-Executive Director, Independent Directors
and Key Managerial personnel as under:

B. Change in constitution of Board of Directors & Key Managerial Personnel:

During the financial year ended March 31, 2025 there was a change in constitution of
Board of Directors and position of Key Managerial Personnel as mentioned below:

The Board places on record its sincere appreciation for the services rendered by Ms.
Simran Mansukhani as Chief Financial Officer & Director, Mr. Ayush Tainwala as
Executive Director and Ms. Aarti Parmar as Company Secretary & Compliance Officer.

C. Key Managerial Personnel's:

Pursuant to the provisions of Section 203 of the Act, Mr. Ramesh Tainwala, Managing
Director, Ms. Upasana Babel, Chief Financial Officer and Director & Ms. Divya Saboo,
Company Secretary held the positions of Key Managerial Personnel of the Company as on
March 31, 2025.

D. Retire by Rotation:

In accordance with the provisions of the Act and in terms of the Articles of Association of
the Company, Ms. Upasana Babel (DIN: 10625478), is liable to retire by rotation at the
forthcoming Annual General Meeting ('AGM'), and being eligible offers herself for
re-appointment.

A detailed note, profile and explanatory statement for the aforesaid re-appointment is
provided in the notice of AGM.

17. COMMITTEES OF BOARD:

In order to ensure compliance with the applicable provisions of the Companies Act, 2013
as well the provisions of the SEBI Listing Regulations, the following statutory Committees
have been constituted by the Board and they function according to their respective roles
and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective
Committees are given in the Report on Corporate Governance, which forms a part of this
Annual Report.

18. MEETINGS OF THE BOARD AND ITS COMMITTEES CONDUCTED DURING THE
YEAR:

6 (Six) meetings of the Board of Directors were held during the year under review.

The details of (a) the meetings of the Board, (b) meetings of Committees, held during the
year and (b) composition and terms of reference of the Committees are furnished in the
Corporate Governance Report which forms a part of this Annual Report.

19. DECLARATION BY AN INDEPENDENT DIRECTOR UNDER SECTION 149(6):

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as Independent Directors of the Company.

20. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received disclosures in Form DIR-8 from all the Directors' of the
Company and the Board had noted that none of the Director is disqualified under Section
164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.

21. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF
THE INDEPENDENT DIRECTORS:

The Board of Directors have evaluated the Independent Directors during the year 2024-25
and opined that the integrity, expertise and experience (including proficiency) of the
Independent Directors is satisfactory.

22. CODE OF CONDUCT:

The Company has adopted a Code of Conduct for Board of Directors, Core Management
Team and Employees. In addition, it suitably incorporates the duties of Independent
Directors as laid down in the Act.

The Code lays down the standard of conduct which is expected to be followed by the
insiders in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders. The same can be
accessed using the following link: https://www.tainwala.in/code of conduct.html.

The Members of the Board and the Senior Management personnel of the Company have
confirmed compliance with the Code of Conduct of the Company.

Further, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015
("PIT Regulations"), as amended from time to time, the Board had adopted the Code of
Conduct to Regulate, Monitor and Report Trading In Securities by Insiders ("the Insider
Code"). This Insider Code is applicable to all Directors, Promoters, such identified
Designated Persons and their Immediate Relatives and other Connected Persons who are
expected to have Unpublished Price Sensitive Information relating to the Company. The
same can be accessed using the following link:

https://www.tainwala.in/code of conduct.html

23. BOARD EVALUATION:

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually and it's Committees.

The evaluation of the Directors, Board and Committees were carried out including, Board
structure and composition, establishment and delineation of responsibilities to
Committees, effectiveness of Board processes, information flow, functioning of the Board/
Committees, Board culture and dynamics, quality of relationship between the Board and
Management, contribution to decisions of the Board, guidance/ support to Management
outside Board/ Committee meetings.

The Nomination & Remuneration Committee has laid down the evaluation framework for
assessing the performance of Directors comprising of the following key areas:

• Attendance in meetings of the Board and its Committees.

• Quality of contribution to Board deliberations.

• Strategic perspectives or inputs regarding future growth of Company and its
performance.

• Providing perspectives and feedback going beyond information provided by the
management.

• Commitment to shareholders and other stakeholder interests.

24. POLICY ON DIRECTORS, KMPs AND EMPLOYEES APPOINTMENT AND
REMUNERATION:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D
of Schedule II to the SEBI Listing Regulations, the Nomination and Remuneration
Committee (NRC) is responsible for determining qualification, positive attributes and

Independence of a Director. The NRC is also responsible for recommending to the Board,
a policy relating to the remuneration of the Directors, KMP and other employees.

The Company's policy on appointment of Directors (Board Diversity Policy) is available
on the Company's website at https://www.tainwala.in/policies.html

The policy on remuneration and other matters (Nomination and Remuneration Policy)
provided in Section 178(3) of the Act is available on the Company's website at
https://www.tainwala.in/policies.html

25. PARTICULARS OF EMPLOYEE REMUNERATION:

The statement containing particulars of employees as required under Section 197(12) of
the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the
employees were in receipt of remuneration above the limits specified in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of Section 197(12) of the Act read along with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as "Annexure A" of this report.

26. VIGIL MECHANISM:

In compliance with the provisions of section 177(9) of the Act, and Regulation 22 of SEBI
Listing Regulations, the Company has established a vigil mechanism for the Directors and
employees of the Company to report concerns about unethical behavior, actual or
suspected incidents of fraud or violation of Code of Conduct.

The Vigil Mechanism / Whistle Blower policy cover serious concerns that could have
grave impact on the operations and performance of the business of the company. A Vigil
(Whistle Blower) mechanism provides a channel to the employees and Directors to report
to the management concerns ethical behavior, actual or suspected fraud or violation of the
code of conduct mechanism provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and provide for direct access to the
Chairman of the Audit Committee in exceptional cases.

The detailed policy on Vigil mechanism is disclosed on the website of the Company at
https://www.tainwala.in/policies.html.

27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of SEBI Listing Regulations, the Company has a familiarization
programme for Independent Directors with regard to their role, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model of
the Company etc. The Board Members are provided with all necessary documents/
reports and internal policies to enable them to familiarize with the Company's procedures
and practices and keep themselves abreast of the latest corporate, regulatory and industry
developments.

The same has been posted on website of the Company viz.
https://www.tainwala.in/policies.html.

28. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS/ OUTGO:

The information on Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

30. CORPORATE SOCIAL RESPONSIBILITY:

Social Welfare Activities has been an integral part of the Company since inception. The
Company is committed to fulfill its social responsibility as a good corporate citizen.

The brief outline of the initiatives undertaken by the Company on CSR activities during
the year are set out in "Annexure C" to this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR policy as adopted by the Company can be viewed on the website of the
Company viz: https: / /www.tainwala.in/policies.html

A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof,
for the time being in force), members of the Company at their Thirty Sixth Annual General
Meeting of the Company held on September 28, 2021 had appointed M/s. GMJ & Co,
Chartered Accountants, Mumbai (Firm Registration No. 103429W) as Statutory Auditors
of the Company for a period of Five (5) years, to conduct the Statutory Audit from the
Financial Year 2021-22 to Financial Year 2025-26 and to hold office from the conclusion of
36^th AGM till the conclusion of 41^st AGM to be held for Financial Year 2025-26.

B. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

The Statutory Auditors Report for FY 2024-25 does not contain any qualification,
reservation or adverse remarks.

The comments by the auditors in their report read along with information and explanation
given in notes to accounts are self-explanatory and do not call for further explanation.

C. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

APPOINTMENT OF SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations and other applicable provisions framed thereunder, as
amended, the Board of Directors at its meeting held on May 22, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s. GMJ &
Associates, Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors
of the Company for a term of five consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Members at the ensuing AGM.

The report of the Secretarial Auditor in Form No. MR-3 is attached as "Annexure D".
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Secretarial Auditors in their Secretarial Audit Report for the year ended March 31, 2025.

The observations given by the Secretarial Auditors in their report are self-explanatory and
do not call for further explanation.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated
February 8, 2019 issued by Securities and Exchange Board of India (SEBI), M/s. GMJ &
Associates, Practicing Company Secretaries have issued the Annual Secretarial
Compliance Report for the financial year ended March 31, 2025, thereby confirming
compliance of the applicable SEBI Regulations and circulars/ guidelines issued there
under by the Company.

D. INTERNAL AUDITORS:

M/s. Gohil Tejas & Co., Chartered Accountants in practice having Firm Registration No.
135813W, was appointed as an Internal Auditor of the Company for the financial year
2024-25 by the Board of Directors at their Board Meeting held on May 21, 2024.

32. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its officers or employees
which were reported to the Audit Committee under Section 143(12) of the Act, details of
which need to be mentioned in this Report.

33. COST RECORDS:

The provisions of sub-section (1) of Section 148 of the Act are not applicable to the
Company as Central Government has not specified the maintenance of cost records for
any of the business activities of the Company.

34. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL:

During the period under review no material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in
future.

35. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Amendment Rules, 2021, copy of Annual
Return in Form MGT-7 for the year ended March 31, 2025 will be hosted on the website of
the Company, viz., www.tainwala.in at the web link
https://www.tainwala.in/financial result.html.

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

The Company has zero tolerance towards sexual harassment at the workplace and
towards this end, has adopted a policy in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
there under.

The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on
sexual harassment.

During the financial year under review, the Company has not received any complaints of
work place complaints, including complaints on sexual harassment.

37. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.

38. DETAILS OF PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, the Company has neither made any application nor is any
proceeding pending under the Insolvency and Bankruptcy Code, 2016. Hence, no further
disclosure is required in this regard.

39. DETAILS OF DIFFERENCE IN VALUATION FOR LOAN:

During the year, there were no transactions requiring disclosure or reporting in respect of
matters relating to instance of one-time settlement with any bank or financial institution.

40. CORPORATE GOVERNANCE AND GENERAL SHAREHOLDER INFORMATION:

A separate section covering Report on the Corporate Governance and requisite certificate
from M/s. GMJ & Associates, Company Secretary in Practice (CP No. 1432), Mumbai
confirming compliance with the conditions of Corporate Governance as stipulated under
regulation 34(3) and schedule V of the SEBI Listing Regulations forms part of the Annual
Report.

The Company has also obtained the requisite certificate from the Managing Director of the
Company. The Managing Director's declaration regarding Compliance with Company's
Code of Conduct for Directors and Senior Management Personnel forms a part of the
Report on Corporate Governance.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Management Discussion and Analysis Report has been presented in a separate section
forming part of the Annual Report.

42. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company. The same has also
been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report.

43. CEO/ CFO CERTIFICATION:

In accordance with the provisions of the SEBI Listing Regulations, pertaining to Corporate
Governance norms, Mr. Ramesh Tainwala, Managing Director and Ms. Upasana Babel,
Chief Financial Officer, has certified, inter-alia, on review of financial statements and
establishing and maintaining internal controls for the financial year ended March 31, 2025.
The same is annexed to this Report as "Annexure E".

44. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Company's customers, members,
vendors, Banker and other stakeholders for their continued support during the year. Your
Directors also place on record their appreciation for the excellent contribution made by all
Employees of the Company through their commitment, competence, co-operation and
diligence to duty in achieving consistent growth for the Company.

For and on behalf of Board of Directors
Tainwala Chemicals and Plastics (India) Limited

Sd/- Sd/-

Ramesh Tainwala Upasana Babel

Place: Mumbai DIN: 00234109 DIN: 10625478

Date: 05.08.2025 Chairman & Managing Director Director & CFO