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TECHNICHEM ORGANICS LTD.

17 September 2026 | 04:01

Industry >> Chemicals - Speciality

Select Another Company

ISIN No INE0ZHT01012 BSE Code / NSE Code 544327 / TECHNICHEM Book Value (Rs.) 27.86 Face Value 10.00
Bookclosure 52Week High 63 EPS 1.57 P/E 40.34
Market Cap. 109.78 Cr. 52Week Low 34 P/BV / Div Yield (%) 2.27 / 0.00 Market Lot 2,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors has pleasure in presenting the 30th Annual Report of Technichem Organics Limited
(formerly known as Technichem Organics Private Limited (hereinafter referred to as the Company”) along
with the Audited Financial Statements for the Financial Year ended 31st March, 2026 (“the year/period
under review”)

1. FINANCIAL RESULTS:

Particulars

2025-26

2024-25

Profit before Interest and Depreciation

570.74

825.88

Less : Interest

121.40

144.77

Profit before Depreciation

449.34

681.11

Less : Depreciation

180.73

163.15

Profit before Tax

268.61

517.96

Less : Current Tax

23.50

80.85

Less: Tax in respect of earlier years

(3.40)

6.94

Less: Adjustment for Deferred Tax Liability

(23.75)

27.29

Profit after tax

272.26

402.88

There are no material changes and commitment affecting the financial position of the Company which
have occurred between 1st April, 2026 and date of this report.

2. DIVIDEND & DIVIDEND DISTRIBUTION POLICY:

With a view to conserve the resources for the working capital requirement of the Company, the Board
of Directors has not recommended any dividend for the year under review ended on 31st March, 2026.

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution
Policy are not applicable to the Company.

3. PRODUCTION, SALES AND WORKING RESULTS:

During the year under review, Your Company has achieved during the year, Profit before Interest and
Depreciation of Rs. 570.74 lakh as compared to Rs. 825.88 lakh during 2024-25. After charging for
finance cost and Depreciation, the Company has Profit before tax of Rs. 268.61 lakh as compared to
Profit of Rs. 517.96 lakh during 2024-25. After providing for current taxes and making adjustments for
deferred tax, the Profit after tax stood at Rs. 272.26 lakh compared to Profit of Rs. 402.88 lakh during
2024-25. After bringing forward balance of Profit and Loss account of Rs.900.02, the balance of Rs.
1172.28 lakh has been carried forward to Balance Sheet.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of BSE Limited w.e.f. 7th
January, 2025. The Company is regular in payment of Annual Listing Fees. The Company has paid
Listing fees up to the year 2026-27.

6. SHARE CAPITAL:

They are no changes in the capital structure of the Company during the period under review.

The issued, subscribed and paid-up Share Capital of the Company as on 31st March, 2026 was
Rs. 1,73,21,250 divided into 17,32,12,500 equity shares of Rs. 10/- each. As on 31st March, 2026, the
Company has not issued shares with differential voting rights nor granted stock options nor do sweat
equity and none of the Directors of the Company hold any convertible instruments.

9. UTILISATION OF FUNDS RAISED THROUGH IPO:Statement on deviation / variation in utilization of funds raised

Name of listed entity

Technichem Organics Limited
(formerly known as Technichem
Organics Private Limited)

Mode of Fund Raising

Initial Public Offer (IPO)

Date of Raising Funds

3rd January, 2025.

Amount Raised

Rs. 25,24,50,000/-

Report filed for Quarter / Half year ended

31-03-2026

Monitoring Agency

Not applicable

Monitoring Agency Name, if applicable

Not applicable

Is there a Deviation / Variation in use of funds raised

No

If yes, whether the same is pursuant to change in terms of a
contract or objects, which was approved by the shareholders

Not applicable

If Yes, Date of shareholder Approval

Not applicable

Explanation for the Deviation / Variation

Not applicable

Comments of the Audit Committee after review

Not applicable

Comments of the auditors, if any

Not applicable

Original Object

Modified
Object,
if any

Original

Alloca¬

tion

Modi¬
fied
alloca¬
tion,
if any

Funds

utilized

till

31-03¬

2026

Amount of
Deviation/
Variation
for the
quarter
according to
applicable
object

Remarks if any

Funding of capital
expenditure requirement
towards Setting up of
a new plant

N.A.

703.82

478.41-

The Funds are
unutilized as on
31-03-2026 and will
be utilized during the
FY 2026-27

Repayment/Prepayment
in full or in part of certain
borrowings from banks,
financial and non¬
banking financial
companies

N.A.

1023.51

1023.51

The Funds have
been utilized in total

General Corporate
Purpose

N.A.

797.17

-

797.17

-

The Funds have
been utilized in total

10. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

11. DIRECTORS:

11.1 One of your Directors viz. Mr. Anilkumar J. Pandya (DIN: 00921815) retires by rotation in terms of
the Articles of Association of the Company. However, being eligible, offers himself for reappointment.

11.2 Ms. Jaina M. Mehta (DIN: 08573437) resigned from the office of Independent Director of the
Company with effect from 7th July, 2026. The Board of Directors places on record its sincere
appreciation and gratitude for her valuable contribution, guidance and support during her tenure
as an Independent Director of the Company and wishes her success in all her future endeavours.

11.3 The Board of Directors in their meeting held on 29th July, 2026 have appointed Mr. Asim Pandya
(DIN - 10627198) as an Additional Director (Non-executive Independent Director) w.e.f. 29th
July, 2026. Furthermore, the appointment of Mr. Asim Pandya as a Non-executive Independent
Director for a period of 5 years is being proposed at the ensuing 30th Annual General Meeting.

The above re-appointment(s) forms part of the Notice of the forthcoming 30th AGM and the
resolutions are recommended for your approval.

11.4 Brief profile of the Director who is being appointed or re-appointed as required under Regulations
36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in
the notice for the forthcoming AGM of the Company.

11.5 The Company has received necessary declaration from each Independent Director of the Company
under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their
independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his
/ her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as
an Independent Director. The enrollment of Independent Directors has been completed and they
have furnished the declaration affirming their compliance to the Board with the provisions contained
under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

11.6 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the
Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent
Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs, Manesar ('IICA').

11.7 The Board of Directors duly met Seven (7) times during the Financial Year 2025-26 on 28th May,
2025, 27th June, 2025, 22nd July,2025, 26th September,2025, 14th November,2025 and 11th
December,2025, 9th February, 2026.

Sr.

No.

Name of Directors

Category of
Directorship

No. of Board
Meetings attended
during 2025-26

Attendance at
AGM held on
24-09-2025
Yes(Y)/No(N)

1

Mr. Bharat J. Pandya

Managing Director

7 of 7

Y

2

Mr. Anilkumar J. Pandya

Whole-time Director

7 of 7

Y

3

Mr. Piyush J. Nathwani

Whole-time Director

7 of 7

Y

4

Ms. Jaina Y. Mehta

Independent Director

7 of 7

Y

5

Ms. Anal R. Desai

Independent Director

7 of 7

Y

6

Mr. Utsav M. Shah

Independent Director

7 of 7

Y

11.8 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and Individual Directors,
including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The
exercise was carried out through an evaluation process covering aspects such as composition of
the Board, experience, competencies, governance issues etc.

11.9 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) 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 at 31st March, 2026 being end of the financial
year 2025-26 and of the Profit of the Company for the year;

(iii) that 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

12. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosures.

13. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr.

No.

Name of the Director
& Designation

Remuneration
for the year
2025-26

%

increase
over last
year

Parameters

Median

of

Employees
Remuneration
Rs in Lakh

Commission
received
from Holding/
Subsidiary

1.

Bharat J. Pandya (CMD)

36.00

NIL

-

2.44

-

2.

Anilkumar J. Pandya (WTD)

36.00

NIL

-

2.44

-

3

Piyush M. Nathwani (WTD)

33.00

37.50

-

2.44

-

The Board of Directors has framed a Remuneration Policy that assures the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial
Personnel and Senior Management to enhance the quality required to run the Company successfully.
All the Board Members and Senior Management personnel have affirmed time to time implementation
of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company's website-
www.technichemorganics.com

14. KEY MANAGERIAL PERSONNEL:

Sr. No.

Name of the Director & KMP

Designation

Percentage (%) Increase (If any)

1.

Mr. Bharat J. Pandya

Managing Director

-

2

Mr. Anilkumar J. Pandya

Whole-Time Director

-

3

Mr. Piyush M. Nathwani

Whole-Time Director

37.50

4

Mr. Narayansingh J. Deora

Chief Finance Officer

-

5

Mr. Parth B. Thakkar

Company Secretary

-

15. PERSONNEL AND H. R. D.:

15.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued
to give ever increasing importance to training at all levels and other aspects of H. R. D.

As the operations of the Company have been suspended, there is no material information to be
provided. The relationship between average increase in remuneration and Company's
performance is as per the appropriate performance benchmarks and reflects short and long term
performance objectives appropriate to the working of the Company and its goals.

15.2 PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act and the above Rules are
provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report
as
Annexure - A.

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies
Appointment & Remuneration of Managerial personnel) Rules, 2014.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND
REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies
persons of integrity who possess relevant expertise, experience and leadership qualities required for
the position. The Committee also ensures that the incumbent fulfils such criteria with regard to
qualifications, positive attributes, independence, age and other criteria as laid down under the Act,
Listing Regulations or other applicable laws. The Board has on the recommendation of the Nomination
and Remuneration Committee framed a policy on remuneration of Directors, Key Managerial Personnel
and other Employees.

17. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees
and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance
note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors
on the basis of criteria such as the board composition and structure, effectiveness of board process,
information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee
Members on the basis of criteria such as the composition of Committees, effectiveness of Committee
meetings, etc.

In a separate Meeting of Independent Directors, performance of the Board as a whole was evaluated,
taking into account the views of all the Directors.

18. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered
under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the
notes to the Financial Statements attached to the Directors' Report.

All transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm's length basis. During the year, the Company had not
entered into any transactions with related parties which could be considered as material in accordance
with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's website at
www.technichemorganics.com

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of
Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption
forms part of this report and is given by way of
Annexure - B.

20. CORPORATE GOVERNANCE:

The requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 24,24A, 25, 26,26A, 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of
SEBI (LODR) Regulations, 2015 are not applicable to the Company.

In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the Company
immediately up on the listing of Equity Shares on the Stock Exchanges. However, the Company has
complied with the Corporate Governance requirement, particularly in relation to appointment of
Independent Directors including Woman Director in the Board, constitution of an Audit Committee,

Nomination and Remuneration Committee and Stakeholders' Relationship Committee. The Board
functions either on its own or through committees constituted thereof, to oversee specific operational
areas.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms a part of this annual report and is annexed to this report
by way of
Annexure - C.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the rules made thereunder,
the Company had appointed M/s. Nishant Pandya & Associates, Practising Company Secretaries,
Ahmedabad, as the Secretarial Auditors for the Financial Year 2025-26. The Secretarial Audit Report
for the financial year ended 31st March, 2026 is annexed to this Report as
Annexure - D. The Report
does not contain any qualification, reservation, adverse remark or disclaimer and, accordingly, no
explanation is required from the Board.

During the year, the Board of Directors, based on the recommendation of the Audit Committee and
pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed M/s. Kashyap
R. Mehta & Partners, Practising Company Secretaries (Firm Registration No. P2025GJ106000), as the
Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2026-27 at
a remuneration to be determined by the Board of Directors or a Committee thereof.

The Company has received the consent and eligibility certificate from M/s. Kashyap R. Mehta & Partners
confirming that their appointment is in accordance with the provisions of the Companies Act, 2013 and
the applicable rules framed thereunder.

23. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return as on 31st March, 2026 is
available on the Company's website
www.technichemorganics.com.

24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS'
RELATIONSHIP COMMITTEE:
A. Audit Committee:

The Audit Committee consists of the following Directors as on 31st March, 2026.

Name of Directors

Category

Position in the
Committee

Attendance at the
Meetings held

Mr. Utsav M. Shah

Non-Executive
Independent Director

Chairman

4 of 4

Ms. Anal R. Desai

Non-Executive
Independent Director

Member

4 of 4

Mr. Bharat J. Pandya

Managing Director

Member

4 of 4

The Audit Committee met 4 times during the Financial Year 2025-26. The maximum gap between
two meetings was not more than 120 days except during the exemption period provided by SEBI.
The Committee met on 28th May, 2025, 22nd July, 2025, 14th November, 2025 and 9th February,
2026.

The necessary quorum was present for all Meetings. The Chairman of the Audit Committee was
present at the last Annual General Meeting of the Company.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated
by the Companies Act, 2013. Some of the important functions performed by the Committee are:

- Oversight of the Company's financial reporting process and financial information submitted
to the Stock Exchanges, regulatory authorities or the public.

- Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the
Auditor's Limited Review Report thereon / Audited Annual Financial Statements and Auditors'
Report thereon before submission to the Board for approval. This would, inter alia, include
reviewing changes in the accounting policies and reasons for the same, major accounting

estimates based on exercise of judgement by the Management, significant adjustments made
in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors
in this regard.

- Review the Management Discussion & Analysis of financial and operational performance.

- Discuss with the Statutory Auditors its judgement about the quality and appropriateness of
the Company's accounting principles with reference to the Accounting Standard Policy.

- Review the investments made by the Company

All the Members on the Audit Committee have the requisite qualification. The Company Secretary

acts as the Secretary to the Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following Directors as 31st March,

2026:

Name of Directors

Category

Position in the
Committee

Attendance at the
Meetings held

Ms. Anal R. Desai

Non-Executive
Independent Director

Chairperson

2 of 2

Mr. Utsav M. Shah

Non-Executive
Independent Director

Member

2 of 2

Ms. Jaina M. Mehta*

Non-Executive
Independent Director

Member

2 of 2

Resigned as Independent Directors of the Company w.e.f. 7th July, 2026.

Nomination & Remuneration Committee met Two (2) time during the Financial Year 2025-26 on
28th May, 2025, and 9th February, 2026. The necessary quorum was present for the Meetings.
The Chairman of the Nomination & Remuneration Committee was present at the last Annual
General Meeting of the Company.

The Board of Directors in their meeting held on 29th July, 2026 have reconstituted the Nomination
and Remuneration Committee of the Company as follows w.e.f. 29th July, 2026.

1. Ms. Anal R. Desai Chairperson

2. Mr. Utsav M. Shah Member

3. Mr. Asim Pandya@ Member

@ Appointed as Independent Director of the Company w.e.f. 29th July, 2026.

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015,
include the following:

- Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to, the remuneration of
the directors, key managerial personnel and other employees;

- For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities required of
an independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the purpose
of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity;
and

c) Consider the time commitments of the candidates.

- Formulation of criteria for evaluation of performance of independent directors and the
board of directors;

- Devising a policy on diversity of board of directors;

- Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to
the board of directors their appointment and removal.

- Whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.

- Recommend to the board, all remuneration, in whatever form, payable to senior
management.

C. Stakeholders' Relationship Committee:

The Board has constituted a Stakeholders' Relationship Committee for the purpose of effective
Redressal of the complaints and concerns of the shareholders and other stakeholders of the
Company.

The Stakeholders' Relationship Committee met one (1) time during the Financial Year 2025-26
on 14th November, 2025.

The Committee comprises the following Directors as members as on 31st March, 2026:

Name of Directors

Category

Position in the
Committee

Attendance at the
Meetings held

Ms. Anal R. Desai

Non-Executive
Independent Director

Chairperson

1 of 1

Mr. Anilkumar J. Pandya

Whole-time Director

Member

1 of 1

Ms. Jaina M. Mehta#

Non-Executive
Independent Director

Member

1 of 1

# Resigned as Independent Directors of the Company w.e.f. 7th July, 2026.

The Board of Directors in their meeting held on 29th July, 2026 have reconstituted the Stakeholders'
Relationship Committee of the Company as follows w.e.f. 29th July, 2026.

1. Ms. Anal R. Desai Chairperson

2. Mr. Anilkumar J. Pandya Member

3. Mr. Asim Pandya $ Member

$Appointed as Independent Director of Company w.e.f. 29th July, 2026

Details of investor complaints received and redressed during Fiscal 2025-26 are as follows:

Opening balance

Received
during
the year

Resolved
during
the year

Not solved to the
satisfaction of
shareholders

Closing balance

Nil

Nil

Nil

Nil

Nil

There was no valid request for transfer of shares pending as on 31st March, 2026. Mr. Parth B.
Thakkar, Company Secretary is the Compliance Officer for the above purpose.

The terms of reference of the Committee are:

- Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.

- Review of measures taken for effective exercise of voting rights by shareholders.

- Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share T ransfer Agent.

- Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.

25. GENERAL:

25.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. B. K. Chavda & Co. LLP, Chartered Accountants (FRN:
125064W), Peer Reviewed Certificate No. 016915), were appointed as Statutory Auditors of the
Company at the 29th Annual General Meeting for a period of 5 years i.e. for financial years 2025¬
26 to 2029-30. They continue to hold office as Statutory Auditors till the conclusion of 34th AGM to
be held in the year 2030.

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

25.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against the
risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

25.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no
overdue deposits.

25.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit
Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by
assessing the threats and opportunities that will impact the objectives set for the Company as a
whole. The Policy is designed to provide the categorization of risk into threat and its cause,
impact, treatment and control measures. As part of the Risk Management policy, the relevant
parameters for protection of environment, safety of operations and health of people at work and
monitored regularly with reference to statutory regulations and guidelines defined by the Company.

25.5 SUBSIDIARIES/ ASSOCIATES/ JVs:

The Company does not have any Subsidiaries/ Associate Companies / JVs.

25.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and
Senior Management. All the Board Members and Senior Management personnel have affirmed
compliance with the code of conduct.

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

There has been no significant and material order passed by any regulators or courts or tribunals,
impacting the going concern status of the Company and its future operations.

25.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The
Company's policy requires conduct of operations in such a manner, so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources.

25.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company did not receive any complaint.

a.

Number of complaints received during the year

Nil

b.

Number of complaints disposed off during the year

Nil

c.

Number of cases pending for more than 90 days

Nil

22.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the
Companies Act, 2013.

25.11 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.

25.12 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of one-time settlement with any Bank or Financial Institution.

25.13 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of
paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of
the Company or impose any restriction or create any liability upon the Company.

25.14 VIGIL MECHANISM/ WHISTLE-BLOWER POLICY:

The Company has a Whistle-blower Policy in place and aligns with the requirements of vigil
mechanism under the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. This Policy provides for adequate safeguards
against victimization of persons who complain under the mechanism and provides for direct
access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees
the functioning of the Vigil Mechanism framework.

The Whistle Blower Policy is available on the Company's website at
www.technichemorganics.com.

25.15 With respect to the loans advanced by the Directors to the Company, the Company has received
necessary declarations from Directors that the said loan is not given out of funds acquired by
them by borrowing or accepting loans or deposits from others.

26. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards
referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are
consistently applied are set out in the Notes to the Financial Statements.

27. DEMATERIALISATION OF EQUITY SHARES:

During the year under review, the Company has entered into tripartite agreements for dematerialization
of Equity Shares with the Bigshare Services Private Limited, National Securities Depository Limited
and Central Depository Services (India) Limited. As on 31st March, 2026, the share of the Company
held in demat form represents 100% of the total issued and paid-up capital of the Company
.Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL
and CDSL. The ISIN allotted is INE0ZHT01012.

28. FINANCE:

During the year under review, the Company was generally regular in payment of Principal and Interest
to the Financial Institutions/Banks.

The Income tax and GST Assessment of the Company have been completed up to Assessment Year
2025-26 and the Financial Year 2022-23 respectively.

29. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The Company has maintained cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013, to the extent applicable.

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per Section 135(9) of the Companies Act, 2013, if the amount to be spent by a company under
section 135(5) of the Companies Act, 2013 does not exceed Rs. 50,00,000/- (Rupees Fifty Lakh only),
then the requirement under section 135(1) of the Companies Act, 2013 for constitution of the Corporate
Social Responsibility Committee is not be applicable and the functions of such CSR Committee as
provided under section 135 of the Companies Act, 2013 shall, be discharged by the Board of Directors
of the Company. Accordingly, the Company has not constituted CSR committee and functions of CSR
committee are being discharged by the Board of Directors of the Company. As per Rule 8(1) of
Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities
is annexed herewith as
Annexure - E.

31. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and
approved Insider Trading Policy for the Company i.e. 'Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information' and 'Code of Conduct for Regulating Monitoring
and Reporting of Trading by Designated Persons/Insiders'. The Policy is available on the company's
website.

32. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are
listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of
IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of BSE Limited, is
covered under the exempted category and is not required to comply with IND-AS for preparation of
financial statements.

33. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

34. OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

35. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their
constant support and co operation. Your Directors also place on record their grateful appreciation and
co operation received from Bankers, Financial Institutions, Government Agencies and employees of
the Company.

For and on behalf of the Board,
Bharat J. Pandya

Place: Ahmedabad Chairman & Managing Director

Date :29th July, 2026 DIN: 00921775