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Company Information

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TECHNOCRAFT INDUSTRIES (INDIA) LTD.

06 October 2026 | 09:24

Industry >> Steel

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ISIN No INE545H01011 BSE Code / NSE Code 532804 / TIIL Book Value (Rs.) 952.68 Face Value 10.00
Bookclosure 04/06/2026 52Week High 3565 EPS 125.84 P/E 22.39
Market Cap. 6387.61 Cr. 52Week Low 1869 P/BV / Div Yield (%) 2.96 / 0.71 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

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

Your Directors have pleasure in presenting, Thirty-Fourth Annual Report on the business and operations of the Company
together with the audited accounts for the financial year ended March 31,2026.

Financial highlights

(? in Lakhs)

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from operations

2,03,023.01

2,09,124.26

2,75,898.05

2,59,558.39

Other Income

9,921.61

7,510.59

10,186.32

10,050.24

Total Income

2,12,944.62

2,16,634.85

2,86,084.37

2,69,608.63

Earnings before Interest, Depreciation and Tax
(EBITA)

40,744.63

40,874.56

56,970.12

51,589.91

Less: Finance costs

2,999.16

3,287.29

5,830.34

5,481.66

Depreciation

5,190.52

5,396.43

12,343.22

10,783.76

Profit before tax from continuing operations

32,554.95

32,190.84

38,796.56

35,324.49

Less: Tax expense

8,059.08

7,754.17

9,488.19

9,028.81

Profit after tax from continuing operations

24,495.87

24,436.67

29,308.37

26,295.68

Net profit / (loss) for the period from discontinued
operations after tax

-

-

-

-

Net profit / (loss) for the period from continuing &
discontinued operations after tax

24,495.87

24,436.67

29,308.37

26,295.68

Add: Other comprehensive income

-127.81

-32.81

743.72

69.84

Total comprehensive income carried to other equity

24,368.06

24,403.86

30,052.09

26,365.52

Dividend

The Board in its meeting held on May 28, 2026, declared an interim dividend of ? 20/- per equity share of face value of ?
10/-each, to all the shareholders who were recorded on the Register of Members as on June 4, 2026, being the record
date fixed for this purpose.

The Company has adopted the Dividend Distribution Policy which is available on
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Dividend Distribution Policy TIIL.pdf
Reserves

During the year under review no amount was transferred to General Reserves.

Operations

During the year under review the Company has closed the year with total standalone revenue of ? 2, 03,023.01 Lakhs,
as compared to ? 209,124.26 Lakhs, of previous year. On Consolidated basis the total revenue is ? 2, 75,898.05 Lakhs,
as compared to ? 2, 59,558.39 Lakhs, of previous year which is increase of 6.30%.

Standalone EBIDTA stood at 40,744.63 Lakhs, as compared to ? 40,874.56 Lakhs, of previous year. Consolidated
EBIDTA increased by 10.43% to ? 56,970.12 Lakhs compared to ? 51,589.91 Lakhs, of previous year.

The Company is a multi-product manufacturing company it manufactures high precision and sophisticated products,
mainly for discerning worldwide markets. The Company is mainly in business of Drum Closures, Scaffolding Systems,
Cotton Yarn, Garments and Engineering Services. The Company enjoys a significant position in Drum Closures,
Scaffolding systems.

The product line of the Company expands beyond Drum Closures into Scaffolding and 100% Cotton Yarn and Garments.

The Cotton Yarn division uses the most modern equipment to manufacture its product assuring world-class quality to its
customer. Technocraft is certified ISO 9001:2000 for its Cotton Yarn division.

The Company has diversified operations and manufacturing including, vertically Integrated Textile division of
manufacturing of Yarn and Garments, it has facility of producing cotton yarn, melange yarn, also having facility of
knitting, dyeing and printing and garmenting.

The Drum Closures, Scaffolding/ MacOne, are located at Murbad, District Kalyan, Maharashtra and one Yarn
manufacturing Unit is located at Amravati, Maharashtra.

Manufacturing Unit/Facilitv of Subsidiary Companies

The Company has the following manufacturing facilities through its subsidiaries and overseas operations:

• Technocraft Formworks Private Limited: Manufacturing of Aluminium Fabrication at Chhatrapati Sambhajinagar,
Maharashtra.
• Technocraft Extrusions Private Limited: Manufacturing of Aluminium Extrusions at Chhatrapati
Sambhajinagar, Maharashtra.

• Technocraft Textiles Limited: Manufacturing of Greige Yarn at Amravati, Maharashtra.

• Technocraft Fashions Limited: Manufacturing of Garment at Amravati, Maharashtra and Betul, Madhya Pradesh.

• BMS Industries Private Limited: Manufacturing of Drum Closures/ Flanges at Murbad, District Kalyan,
Maharashtra.

• Anhui Reliable Steel Technology Co Ltd: Manufacturing of Drum Closures through the Company's manufacturing
facility in China.

Employee Stock Option Scheme

Your Company does not have any Employee Stock Option Scheme (ESOP).

Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74
of the Companies Act, 2013 (the “Act”) read with the Companies (Acceptance of Deposits) Rules, 2014, (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force).

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information relating to the Conservation of energy, technology absorption and foreign exchange earnings and outgo
as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in Annexure-I forming part of this
Report.

Statutory Auditors

The Statutory Auditor of the Company is M/s. M. L. Sharma & Co., Chartered Accountants, Mumbai.

At the 30th Annual General Meeting of the Company, M/s. M. L. Sharma & Co., Chartered Accountants, was appointed
as the Statutory Auditors of the company, to hold office for a term of five consecutive years from the conclusion of the
30th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.

Auditors’ Report

The Auditors’ Report to the Members on the Accounts of the Company for the financial year ended March 31,2026 does
not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Secretarial Auditor of the Company is M/s. Pramod Jain & Co., Company Secretaries, Indore.

At the 33rd Annual General Meeting of the Company, M/s. Pramod Jain & Co., Company Secretaries, were appointed
as the Secretarial Auditors of the company, to hold office for a term of five consecutive years from the conclusion of the
33rd Annual General Meeting till the conclusion of the 37th Annual General Meeting.

Secretarial Audit

Secretarial Audit for the financial year 2025-26 was conducted by M/s Pramod Jain & Co, Company Secretaries in
practice in accordance with the provisions of Section 204 of the Act. The secretarial auditor’s report is attached to this
report as Annexure - II. There are no qualifications or observations or remarks made by the secretarial auditor in his
report.

Cost Audit

In compliance with the provisions of Section 148 of the Act, the Board of Directors of the Company at its meeting held on
May 28, 2026, has appointed M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company for the Financial
Year 2026-27.

The Company has made and maintained the cost records for the Financial Year ended March 31, 2026, as specified
by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the said cost records
were audited by M/s NKJ & Associates, Cost Accountant as Cost Auditors of the Company.

In terms of the provisions of Section 148 (3) of the Act read with Rule 14(a)(ii) of The Companies (Audit and Auditors)
Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, the necessary
resolution shall be proposed at the ensuing Annual General Meeting for ratification of the remuneration payable to the
Cost Auditors for Financial Year 2026-27.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments made during the year as required under the provisions of Section 186
of the Act are given in the notes to the standalone financial statements, forming part of the Annual Report.

Also, pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 (hereinafter as the “SEBI Listing Regulations”), particulars of loans/ advances given to
subsidiaries have been disclosed in the notes to the standalone financial statements, forming part of the Annual Report.

Subsidiaries Companies, Associate Companies and Joint Ventures:

As of March 31,2026 there were 24 subsidiaries of the Company:

Direct Indian subsidiaries:

1. Technosoft Engineering Projects Limited (“TEPL”)

2. Technocraft Tabla Formwork Systems Private Limited

3. Techno Defence Private Limited

4. Shivale Infraproducts Private Limited

5. Technocraft Fashions Limited

6. Technocraft Textiles Limited

7. Technocraft Formworks Private Limited

8. Technocraft Specialty Yarns Limited

9. Technocraft Extrusions Private Limited

10. BMS Industries Private Limited
Direct foreign subsidiaries:

11. Technocraft International Limited, UK (WOS of the Company) (“TIL-UK”)

12. Technocraft Trading Spolka Zoo, Poland (WOS of the Company)

13. Anhui Reliable Steel Technology Co Ltd, China (WOS of the Company)

14. Technocraft NZ Limited, New Zealand (WOS of the Company)

Step down subsidiaries:

15. Technosoft Engineering, Inc, USA (WOS of TEPL) (“TEI-USA”)

16. Technosoft Engineering UK Ltd, UK, (WOS of TEPL)

17. Technosoft GMBH, Germany, (Subsidiary of TEPL)

18. Technosoft Integrated Solutions Inc, (Subsidiary of TEPL).

19. Highmark International Trading FZE, UAE (WOS of TIL-UK) (“HITF-UAE”)

20. AAIT / Technocraft Scaffold Distribution LLC, USA (Subsidiary of TIL-UK).

21. Technosoft Innovations INC, USA (WOS of TEI-USA)

22. Technosoft Services, INC, USA (WOS of TEI-USA)

23. Technosoft APS, Denmark (Subsidiary of TEPL).

24. AAIT- Technocraft Brasil Ltd (Subsidiary of AAIT-USA).

Associate/Joint Venture

No other company has become/ceased to be a subsidiary, joint venture, or associate during the financial year 2025-26.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each of
the subsidiary in the prescribed form AOC-1 is annexed to the Annual Report the financial statements of the subsidiaries
are kept for inspection by the shareholders at the Registered Office of the Company. The said financial statements of the
subsidiaries are also available on the website of the Company
www.technocraftgroup.comunder the Investors Section.

As required under Rule 8 of the Companies (Accounts) Rules, 2014 the highlights of performance of subsidiaries and
their contribution to the overall performance of the company during the period are duly explained in the form AOC-1 read
with consolidated financial statement, annexed to the Annual Report.

The Company has also formulated a policy for determining material subsidiaries, which is uploaded on the website of
the Company i.e.
www.technocraftgroup.com and can be accessed at https://www.technocraftgroup.com/wp-content/
uploads/2024/07/Policv-For-Determining-Material-Subsidiarv-Companies.pdf

Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Act
and SEBI Listing Regulations and prepared in accordance with the Accounting Principles generally accepted in India
including the Indian Accounting Standards specified under Section 133 of the Act.

In accordance with the Section 129(3) of the Act, the audited consolidated financial statements are provided in this
Annual Report.

Corporate Governance

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI Listing Regulations.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate
governance practices followed by the Company, together with a certificate from M/s. Pramod Jain & Co. Company
Secretaries, confirming compliance forms an integral part of this Report.

The Annual Report of the Company contains a certificate by the Chief Executive Officer in terms of SEBI Listing
Regulations on the compliance declarations received from the Directors and the Senior Management personnel and
a Certificate by M/s. Pramod Jain & Co. Company Secretaries, who have examined the requirements of Corporate
Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI
Listing Regulations.

Internal Control systems and their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company,
accounting procedures and policies within the Company. Based on the report of internal audit function, process owners
undertake corrective action in respective areas and thereby strengthen the controls. Significant observations and
corrective actions thereon are presented to the Audit Committee from time to time.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business,
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 information. The Company has adopted accounting
policies, which are in line with the Accounting Standards and the Act.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, Annual Return of the Company is/ shall be available
on the Company’s website on
https://www.technocraftgroup.com/annual-return/

Share Capital

As on March 31, 2026, the Company was having 2,26,72,798 outstanding Equity Shares of ? 10/- aggregating to
? 22,67,27,980/- During the Financial Year there is no change in the share capital of the Company.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any
stock options or sweat equity. As on March 31,2026, none of the Directors of the Company holds instruments convertible
into equity shares of the Company.

Directors and Key Managerial Personnel

As per the provisions of Section 152 of the Act, Mr. Navneet Kumar Saraf, (DIN: 00035686) Director and Mr. Ashish
Kumar Saraf, (DIN: 00035549) Directors of the Company retires by rotation at the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.

Details of the director seeking appointment at the Annual General Meeting, as required in terms of Regulation 36(3) of
the SEBI Listing Regulations, is provided in the annexure to the explanatory statement to the notice.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Dr. Sharad
Kumar Saraf, Chairman & Managing Director, Mr. Sudarshan Kumar Saraf, Co-Chairman & Managing Directors, Mr.
Navneet Kumar Saraf, Whole-time Director & Chief Executive Officer, Mr. Ashish Kumar Saraf, Whole-time Director
& Chief Financial Officer, Mr. Atanu Choudhary, Whole-time Director and Mr. Neeraj Rai, Company Secretary of the
Company. There was no change in the Key Managerial Personnel during the period under review.

The Remuneration and other details of Key Managerial Personnel for the financial year ended March 31, 2026 are
mentioned in the Corporate Governance Report, forming part of this report.

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Aubrey Rebello, Mr. Murarilal Jhunjhunwala,
Mr. Rohit Dhoot, Mr. Shankar Jadhav, Ms. Swati Vikas Khemani are the Independent Directors of the Company as on
the date of this Report.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence as stipulated under the
Companies Act, 2013 and are independent of the management. They possess the requisite integrity, experience,
expertise, proficiency and qualifications required for effectively discharging their duties and responsibilities, to the
satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board and its Committees
are provided in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet
with the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI
Listing Regulations.

Meetings of the Board of Directors

The Board of Directors of your Company met 4 (four) times during 2025-26. The Meetings were held on May 29, 2025,
August 11,2025, November 13, 2025, and February 11,2026. The time gap between any two consecutive meetings is in
compliance with the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Audit Committee

As on March 31, 2026, the Audit Committee comprised of five Independent Directors namely Mr. Aubrey Rebello
(Chairman) and Mr. Murarilal Jhunjhunwala, Mr. Rohit Rajgopal Dhoot, Mr. Shankar Jadhav, Mrs. Swati Vikas Khemani
members of the committee. All the recommendations made by the Audit Committee were accepted by the Board.

Whistle Blower Policy/ Vigil Mechanism

In Compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations the
company has a Whistle Blower Policy (the “WB Policy”) with a view to provide vigil mechanism to directors, employees
and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior,
actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The WB Policy also states that
this mechanism should also provide for adequate safeguards against victimization of director(s)/ employees who avail
of the mechanism and also provide for direct access to the chairman of the audit committee in exceptional cases. The
whistle blower policy has been posted on the website of the company at the link
https://www.technocraftgroup.com/wp-
content/uploads/2024/07/Whistle-Blower-Policy.pdf

Nomination and Remuneration Committee

As at March 31,2026, the Nomination and Remuneration Committee comprised five Independent Directors, namely Mr.
Aubrey Rebello, Chairman, and Mr. Murarilal Jhunjhunwala, Mr. Rohit Rajgopal Dhoot, Mr. Shankar Jadhav and Mrs.
Swati Vikas Khemani, as Members of the Committee.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly
approved by the Board of Directors of the Company and the Remuneration Policy of the Company is attached to the
Board’s Report as Annexure-III.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility
(“CSR”) Committee. As at March 31,2026, the CSR Committee comprised two Executive Directors, namely Dr. Sharad
Kumar Saraf and Mr. Sudarshan Kumar Saraf, and one Independent Director, Mr. Aubrey Rebello.

Corporate Social Responsibility Policy recommended by CSR Committee of the Directors has been approved
by the Board of Directors of the Company. The same is available on the website of the Company i.e.
www.technocraftgroup.comand also attached to this Report as Annexure-IV.

The disclosure relating to the amount spent on Corporate Social Responsibility activities of the Company for the financial
year ended March 31,2026 is attached to this Report as Annexure-V.

Risk Management Committee (RMC)

Pursuant to Regulation 21 of SEBI LODR Regulation 2015 a Risk Management Committee (RMC) was constituted. As
at March 31,2026, the RMC Committee comprised of two Executive Directors and one Independent Director namely
Dr. Sharad Kumar Saraf, Mr. Sudarshan Kumar Saraf and Mr. Aubrey Rebello.

Transfer of unclaimed / unpaid dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government. Further, the
shares on which a dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall
also be transferred to the Demat account of the IEPF.

The shares and unclaimed dividend transferred to the IEPF can however be claimed back by the concerned shareholders
from IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is
required to make an online application to the IEPF Authority in Form IEPF -5 (available on
www.iepf.gov.in)

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore, no amount
is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of
the Act.

Particulars of contracts or arrangements with related parties

All related party transactions entered during the year were in the ordinary course of business and on an arm’s length
basis.

All transactions with Related Parties are placed before the Audit Committee as also before the Board for approval,
if required. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are
foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected
to audit and a statement giving details of all related party transactions is placed before the Audit Committee on a
quarterly basis. The statement is supported by a certificate from the CFO.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company’s
website and can be seen at the link
https://www.technocraftgroup.com/wp-content/uploads/2024/07/Policy-Qn-Related-
Party-Transactions.pdf

All transactions entered into with related parties during the year were on arm’s length basis and were in the ordinary
course of business. During the Financial Year, there were no material Related Party Transactions.

Further the details of the transactions with related parties are provided in the Company’s financial statements in
accordance with the Accounting Standards.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the
Board is available on website of the Company at the link:

https://www.technocraftgroup.com/wp-content/uploads/2024/07/Policv-on-Determination-of-Materialitv-Reg.-30.pdf
Particulars of Employees and other additional information

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5
(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report
and are annexed as Annexure- VI.

The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be provided on the request by any member of the Company. In terms of Section 136 (1) of
the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure.
Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of
the Company.

Risk management policy

Pursuant to the requirement of Section 134 (3) (n) of the Act, the Company has in place a structured risk management
policy. The Risk management process is designed to safeguard the organization from various risks through adequate
and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

Performance Evaluation

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Act and Regulation 17 of the SEBI
Listing Regulations, annual performance evaluation of the Directors as well as of the Committees of the Board has been
carried out, same has been explained in detail in the Corporate Governance Report, enclosed herewith.

Independent Directors Meeting

During the financial year under review, the Independent Directors of the Company met on February 11,2026 inter-alia,
to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive
Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that
is necessary for the Board to effectively and reasonably perform its duties.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Act, your Directors based on the representation/confirmation
received from the Chairman and from the Chief financial Officer, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any.

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2026 and of the profit of the Company for the year ended on that date.

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

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

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

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

Requirement of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act.
2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). During the
year under review, no cases were received/ filed pursuant to the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Code on Social Security. 2020 - Maternity Benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the
Maternity Benefit Act, 1961/ the Code on Social Security, 2020

Material changes & commitment if any. affecting financial position of the Company from the end of financial
year till the date of the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the Financial Statements relate and the
date of this Report.

Reporting of Frauds

Pursuant to Section 143(12) read with Rule 13(4) of the Companies (Audit and Auditors) Rules, 2014, the following are
the information with regards to the fraud report by the auditors in their Auditors Report.

(a) Nature of Fraud with description; Mr. Vaibhav Abhay Bamrutwar, Cashier at the Amravati Plant has misappropriate
the funds of the company.

(b) Approximate Amount involved; Rs 15.35 Lakhs.

(c) Parties involved. if remedial action not taken; Not Applicable.

(d) Remedial actions taken: The Company has filed First Information Report (FIR) against the cashier for recovery of
fund and terminated his services

Familiarization Programmes for Board Members

The Familiarization program aims to provide insight to the Independent Directors to understand the business of the
Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable
provisions of the Companies Act and the SEBI Listing Regulations, Secretarial Standards; nature of industry in which
the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings
from time to time. The Board of Directors has complete access to the information within the Company. The Independent
Directors have the freedom to interact with the Company’s management. Directors are also informed of the various
developments in the Company through various modes of communications. All efforts are made to ensure that the
Directors are fully aware of the current state of affairs of the Company and the industry in which it operates.

The details of such familiarization programmes for Independent Directors of the Company are posted on the
website of the Company

https://www.technocraftgroup.com/wp-content/uploads/2024/07/Details-of-the-familiarization-programmes.pdf
Secretarial Standards

Pursuant to Section 118(10) of the Companies Act, 2013 the Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

Significant and material Orders passed by the Regulators/Courts, if any

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

Business Responsibility & Sustainability Report

Pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations the ‘Business Responsibility & Sustainability Report’
(BRSR) of the Company for the year ended March 31,2026 is available on the Company’s website and can be accessed
at
https://www.technocraftgroup.com/business-responsibilitv-and-sustainabilitv-report-brsr/

Other Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these matters during the year under review:

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients,
Financial Institutions, Bank, Central and State Governments, the Company’s valued investors and all other business
partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their
continued contribution to its progress.

Registered Office: For and on behalf of the Board of Directors

Technocraft House, A-25, Road No. 3,

MIDC Industrial Estate, Andheri (East),

Mumbai 400093.

CIN: L28120MH1992PLC069252 Dr. Sharad Kumar Saraf

www.technocraftgroup.com Chairman & Managing Director

DIN: 00035843

Place: Mumbai
Date: May 28, 2026