Directors Report of Tatva Chintan Pharma Chem Ltd.

Mar 31, 2025

Your Directors take immense pleasure in presenting the Twenty Ninth (29th) Annual Report covering the highlights of the business, operations
and financials of Tatva Chintan Pharma Chem Limited ("the Company") together with the Audited Financial Statements of the Company
(standalone and consolidated) prepared in compliance with Indian Accounting Standards (Ind AS), for the financial year ("FY") ended
31 March 2025.

1. Financial Highlights of the Company

Particulars	Standalone		Consolidated
	2024-25	2023-24 |	2024-25	2023-24
Revenue from operations	3,664.15	3,786.77	3,827.14	3,935.04
Other income	35.61	75.08	23.15	75.09
EBITDA (Including other income)	294.05	743.73	365.28	757.05
EBITDA (Excluding other income)	258.44	668.65	342.13	681.96
Interest and financial charges	12.90	65.07	12.90	65.32
Depreciation and amortisation expense	276.54	256.01	276.59	256.05
Profit / (Loss) before exceptional item and taxes	4.61	422.65	75.79	435.68
Exceptional item	-	-	-	-
Tax expense	1.34	129.17	18.66	132.14
Profit / (Loss) for the year	3.27	293.48	57.13	303.54
Other comprehensive income	(2.17)	(1.67)	7.07	0.21
Total comprehensive income	1.10	291.81	64.20	303.75

2. Performance Review and State of Company''s
Affairs
Consolidated

The Consolidated revenue from operations decreased by
2.74% from '' 3,935.04 Million for FY 2023-24 to '' 3,827.14
Million for FY 2024-25, EBITDA (Including other income)
decreased by 51.75% from '' 757.05 Million in FY 2023-24 to
'' 365.28 Million in FY 2024-25, Profit after tax decreased by
81.18% from '' 303.54 Million in FY 2023-24 to '' 57.13 Million
in FY 2024-25. The earnings per shares (Basic / Diluted)
decreased by 81.60% from '' 13.26 to '' 2.44 as compared to
previous financial year.

Standalone

The Standalone revenue from operations decreased by 3.24%
from '' 3,786.77 Million for FY 2023-24 to '' 3,664.15 Million
for FY 2024-25, EBITDA (Including other income) decreased by
60.46% from '' 743.73 Million in FY 2023-24 to '' 294.05 Million
in FY 2024-25, Profit after tax decreased by 98.89% from ''
293.48 Million in FY 2023-24 to '' 3.27 Million in FY 2024-25.
The earnings per share (Basic / Diluted) have decreased by
98.91% from '' 12.82 in FY 2023-24 to '' 0.14 in FY 2024-25 as
compared to previous financial year. The initiatives during the

year are cost optimization, prudent internal management,
new customer acquisition, new product launch and market
growth.

The Export share in "revenue from operations" is ~60% during
FY 2024-25. The business continued to experience headwinds
in demand generation from both global and domestic majors.

Moreover, the efforts on creating a diversified portfolio of
innovative products, winning new customers and penetration
into new markets are ongoing.

3. Meeting Uncertainty with Strength and Agility

In FY 2024-25, our Company operated in an environment
marked by global economic volatility, geopolitical tensions,
and evolving market dynamics. Despite these headwinds, we
remained resilient and agile, adapting swiftly to disruptions
in supply chains and shifting industry landscapes. Guided
by our commitment to responsible growth and continuous
innovation, we prioritized proactive risk management
and strategic execution to ensure business continuity and
value creation. By fostering collaboration across teams and
embracing a forward-looking mindset, we transformed

challenges into opportunities. The lessons learnt during this
period have further strengthened our foundation, equipping
us to not only endure uncertainty but emerge stronger, ready
to capture new avenues for sustainable growth.

4. Dividend

Your Company''s policy on Dividend Distribution is
available at https://www.tatvachintan.com//webfijes/

CorporateGovernance/PDF/dividend-distribution-policy.pdf

In accordance with the said policy, the Board of Directors has
recommend a final dividend of '' 1/- per equity share for the
financial year ended 31 March 2025 (previous financial year
- '' 2/- per equity shares). If the above recommendation is
approved by the Members of the Company at the ensuing
Annual General Meeting, the total outflow on this account
will be '' 23.39 Million (previous financial year - '' 46.78
Million).

Pursuant to the provisions of the Finance Act, 2020, the said
final dividend will be liable for deduction of income tax at
source.

5. Transfer to Reserves

During the year under review, the Board of Directors has
decided to retain the entire amount of profits for FY 2024-25
in the retained earnings and not to transfer any amount to
General Reserve.

6. Material Changes and Commitments

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

7. Share Capital and Change Therein

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

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

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

a) Buy Back of Securities

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

b) Sweat Equity

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

c) Bonus Shares

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

d) Employee Stock Option Plan

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

8. Finance

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

9. Change in Nature of Business, if any

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

10. Deposits

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

11. Subsidiaries, Joint Ventures and Associate
Companies

As on 31 March 2025, your company has Two (2) Wholly
Owned Subsidiaries ("WOS") as detailed below;

Sr.	Name of the	Type of	Location
No.	Company	Company
1.	Tatva Chintan	Wholly Owned	United States of
	USA Inc.	Subsidiary	America
2.	Tatva Chintan	Wholly Owned	Amsterdam,
	Europe B.V.	Subsidiary	The Netherlands

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

Your Company''s policy on material subsidiary is also available
on the website of the Company at https://www.tatvachintan.
com/corporate-eovernance.aspx.

14. Directors and Key Managerial Personnel ("KMP") and changes therein
Directors

As on 31 March 2025, the Board of Directors of your Company comprised of six Directors, viz., three Executive Directors and three
Independent Directors including one Women Independent Director. Details of the same are as below:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1	Mr. Chintan N. Shah	Chairman and Managing Director	12/06/1996	-
2	Mr. Shekhar R. Somani	Whole-time Director	12/06/1996	-
3	Mr. Ajaykumar M. Patel	Whole-time Director	12/06/1996	-
4	CA Subhash A. Patel	Independent Director	27/02/2021	-
5	Dr. Avani R. Umatt	Independent Director	27/02/2021	-
6	Dr. Manher C. Desai	Independent Director	27/02/2021	-

Details of New Subsidiary / Joint Ventures / Associate
Companies:

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

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

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

12. Particulars of Related Party Transactions

In line with the requirements of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), as amended
from time to time, the Company has formulated a Policy
on Related Party Transactions ("RPT Policy") for identifying,
reviewing, approving and monitoring of Related Party
Transactions. The RPT Policy is available on the Company''s
website at https://www.tatvachintan.com/corporate-
governance.aspx.

All related party transactions entered into during FY 2024¬
25 were on arm''s length basis and in the ordinary course
of business and were reviewed and approved by the Audit
Committee. With a view to ensure continuity of day-to-day
operations, an omnibus approval is also obtained for related
party transactions which are of repetitive in nature and
entered in the ordinary course of business and on an arm''s
length basis. There was no materially significant Related Party
Transaction made by the Company during the year that would
have required Shareholder''s approval under the SEBI Listing
Regulations. A statement giving details of all related party
transactions entered pursuant to the omnibus approval so
granted is placed before the Audit Committee on a quarterly
basis for its review.

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

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

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

13. Risk Management

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

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

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

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

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

The Risk Management Policy is available on Company''s
website at https://www.tatvachintan.com/corporate-
eovernance.aspx.

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

Risk Management Committee

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

Director liable to Retire by Rotation

In accordance with the provisions of Companies Act, 2013
and Articles of Association of the Company, Mr. Ajaykumar
Mansukhlal Patel (DIN: 00183745) is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and
being eligible, offer himself for re-appointment. The Board
recommends the appointment of Mr. Ajaykumar Mansukhlal
Patel as Director of the Company retiring by rotation for your
approval.

Re-appointment(s)

Pursuant to the provisions of the Companies Act, 2013,
the term of appointment of Mr. Chintan Nitinkumar Shah
(DIN: 00183618), as Managing Director, Mr. Ajaykumar
Mansukhlal Patel (DIN: 00183745), as Whole-time Director
and Mr. Shekhar Rasiklal Somani (DIN: 00183665), as Whole¬
time Director of the Company shall come to an end on 31
January 2026. On the recommendation of the Nomination
and Remuneration Committee ("NRC") and the Board of
Directors, the proposal for re-appointment of Mr. Chintan
Nitinkumar Shah (DIN: 00183618), as Managing Director,
Mr. Ajaykumar Mansukhlal Patel (DIN: 00183745), as
Whole-time Director and Mr. Shekhar Rasiklal Somani
(DIN: 00183665), as Whole-time Director of the Company
for a further period of one (1) year from 01 February 2026
to 31 January 2027 (both days inclusive), is being included in
the Notice of the ensuing 29th Annual General Meeting for
approval of the Members.

Mr. Subhash A. Patel (DIN: 00535221), Mr. Manher C. Desai
(DIN: 09042598) and Mrs. Avani R. Umatt (DIN: 09046170)
will complete their first term of five (5) years as Independent
Director(s) of the Company on 26 February 2026. On the
recommendation of the Nomination and Remuneration
Committee and the Board of Directors, the proposal for re¬
appointment of Mr. Subhash A. Patel (DIN: 00535221), Mr.
Manher C. Desai (DIN: 09042598) and Mrs. Avani R. Umatt
(DIN: 09046170) as Independent Director(s) of the Company
for a second term of five (5) consecutive years commencing
from 27 February 2026 to 26 February 2031 (both days
inclusive), is being included in the Notice of the ensuing 29th
Annual General Meeting for approval of the Members.

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

Cessation

There were no cessations of the Directors during the Financial
Year 2024-25.

All the Directors of the Company have confirmed that they
are not disqualified from being appointed as Directors in
terms of Section 164 of the Companies Act, 2013.

Independent Directors

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

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

The Board is of the opinion that the all Directors including
the Independent Directors of the Company possess requisite
qualifications, experience and expertise in their relative fields

like science and technology, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest
standards of integrity.

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

Key Managerial Personnel ("KMP")

As on 31 March 2025, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section
2(51) read with Section 203 of the Act, read with the Rules framed thereunder.

Sr. No.	Name of Director / KMP	Designation	Date of Appointment Date of Cessation
1	Mr. Chintan N. Shah	Chairman and Managing Director	12/06/1996 -
2	Mr. Shekhar R. Somani	Whole-time Director	12/06/1996 -
3	Mr. Ajaykumar M. Patel	Whole-time Director	12/06/1996 -
4	Mr. Ashok Bothra	Chief Financial Officer	03/12/2021 -
5	Mr. Ishwar Nayi	Company Secretary and Compliance Officer	17/01/2022 -

Changes in KMP

During the year under review, there were no changes in the KMP.

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

.5. Board and Committee Meetings

Details of Board Meetings

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

Details of Committee Meetings

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

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Risk Management Committee; and

e. Corporate Social Responsibility Committee;

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

recommendations made by the Committees were accepted
by the Board.

16. Separate Meeting of Independent Directors

During the year under review, one (1) Separate meeting
of Independent Directors was held on 28 January 2025.
The details of the Independent Directors Meeting and the
attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Report.

17. Familiarisation Programme

In compliance with the requirements of Regulation 25(7) of
the SEBI Listing Regulations, the Company has put in place
a Familiarisation Programme for the Independent Directors
to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in
which the Company operates, business model etc. The details
of the Familiarisation Programme imparted to Independent
Directors are available on the Company''s official website at
https://www.tatvachintan.com/corporate-governance.aspx.

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

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the Board has carried out
the annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of its
committees and Chairperson of the Company. The manner in
which the evaluation has been carried out has been explained
in the Corporate Governance Report.

19. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies
Act, 2013, in relation to financial statements of the Company
for the year ended 31 March 2025, the Board of Directors to
the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there
are no material departures;

2. The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year 31 March 2025
and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care
for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

20. Internal Financial Controls Systems and their
Adequacy

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

21. Vigil Mechanism / Whistle Blower Policy

As per provisions of Section 177(9) of the Companies Act,
2013 read with Regulation 22(1) of SEBI Listing Regulations,
your Company has adopted a Whistle Blower Policy, to
provide a formal vigil mechanism to the Directors and
employees to report their grievances / concerns about
instances of unethical behavior, actual or suspected fraud or
violation of Company''s Code of Conduct. The Policy provides
for adequate safeguards against victimisation of employees

who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee in certain
cases. It is affirmed that no personnel of your Company have
been denied access to the Audit Committee. The functioning
of the vigil mechanism is reviewed by the Audit Committee
from time to time.

The details of the policy as well as its weblink are contained
in the Corporate Governance Report and website of the
Company at https://www.tatvachintan.com/corporate-
eovernance.aspx.

22. Significant and Material Orders Passed by the
Regulators

Gujarat Pollution Control Board (GPCB) has revoked its
direction dated 13 September 2024 directing the Company to
close operations of its plant located at GIDC Ankleshwar, Dist.
Bharuch, after the Company had implemented the measures
as suggested by GPCB.

Other than above, there were no significant and material
orders passed by the Regulators, Courts, or Tribunals that
could impact the going concern status of the Company and its
future operations.

23. Corporate Social Responsibility

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

CSR Policy is in line with the requirements of the Companies
(Corporate Social Responsibility Policy) Amendment Rules,
2021. The CSR Policy of the Company is available on the
website of the Company and can be accessed through the
website of the Company at https://www.tatvachintan.com/
corporate-eovernance.aspx.

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

24. Board Diversity

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

25. Appointment and Remuneration Policy

Your Company has been following a policy with respect to
appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel ("SMP"). The
appointment of Directors on the Board is subject to the
recommendation of the Nomination and Remuneration
Committee ("NRC"). Based on the recommendation of
the NRC, the remuneration of Executive Director is fixed in
accordance with the provisions of the Companies Act, 2013
which comprises of Basic Salary and Perquisites / Allowances.
The Remuneration of Non-Executive Directors comprises of
sitting fees in accordance with the provisions of Companies
Act, 2013. The Company had adopted a Remuneration
Policy for the Directors, Key Managerial Persons and other
employees, pursuant to the provisions of the Act. Managing
Director of the Company does not receives any remuneration
or commission from any of its subsidiaries. The Remuneration
Policy is stated in the Corporate Governance report and
weblink for the same is https://www.tatvachintan.com/
webfiles/CorporateGovernance/PDF/nomination-and-
remuneration-policy.pdf.

26. Particulars of Employees

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

27. Auditors and Their Report

i. Statutory Auditors

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

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

ii. Cost Auditors and Maintenance of Cost Records

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, Your Company is required to prepare,
maintain as well as have the audit of its cost records

conducted by a Cost Accountant in whole time practice
and accordingly, it has made and maintained such cost
accounts and records.

The Board, on the recommendation of the Audit
Committee has appointed M/s. Zarna Thakar &
Associates, Cost Accountants (FRN: 005956), Vadodara
to carry out Cost Audit and issue Cost Audit Report
for the Financial Year 2025-26 at a professional fee of
'' 80,000/- (Rupees Eighty Thousand Only) plus applicable
taxes, if any.

The remuneration payable to the Cost Auditors is
required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a resolution
seeking Members'' ratification for the remuneration
payable to M/s. Zarna Thakar & Associates, forms part
of the Notice of the 29th AGM forming part of this
Annual Report.

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

iii. Secretarial Auditors

In terms of Section 204 of the Act and Rules made
thereunder, M/s. TNT & Associates, Practicing Company
Secretaries, Vadodara, were appointed as Secretarial
Auditors of the Company to carry out the Secretarial
Audit for FY 2024-25. The report of the Secretarial
Auditors for FY 2024-25 is enclosed as Annexure-E
forming part of this Report.

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

Further, in terms of Section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations, the Board
of Directors has, on the recommendation of the Audit
Committee, approved the appointment of M/s. TNT &
Associates, Practicing Company Secretaries, Vadodara,
as the Secretarial Auditors of the Company, to hold
office for a term of five (5) consecutive years with effect
from financial year 2025-26 to financial year 2029-30,
subject to approval of the Members of the Company
at the ensuing Annual General Meeting. Accordingly, a
resolution seeking Members'' approval for appointment
of Secretarial Auditors of the Company forms part of the
Notice of the 29th Annual General Meeting forming part
of this Annual Report.

In accordance with the SEBI Circular dated 08 February
2019 read with Regulation 24A of the SEBI Listing
Regulations, the Company has obtained an Annual
Secretarial Compliance Report from M/s. TNT &
Associates, Practicing Company Secretaries, Vadodara,

confirming compliances with all applicable SEBI Listing
Regulations, Circulars and Guidelines for the financial
year 2024-25. The Annual Secretarial Compliance
Report for abovesaid financial year has been submitted
to the stock exchanges within 60 days of the end of the
said financial year.

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

28. Credit Ratings

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

29. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and
its subsidiaries for FY 2024-25 are prepared in compliance
with the applicable provisions of the Act and as stipulated
under Regulation 33 of the SEBI Listing Regulations as well
as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards)
Rules, 2015. The Audited Consolidated Financial Statements
together with the Auditor''s Report thereon forms part of this
Annual Report.

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

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

31. Corporate Governance Report

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

The Separate report on Corporate Governance as well as
the Secretarial Auditor''s certificate on the compliance of
Corporate Governance thereon forms part of this report as
Annexure-G.

32. Failure to Implement any Corporate Action

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

33. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report ("BRSR")
of your Company for FY 2024-25 is forming part of this Annual
Report as Annexure-H describing the initiatives taken by the
Company from an environmental, social and governance
perspective.

34. Management''s Discussion and Analysis Report

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

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

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

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

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

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

The Policy is uploaded on the website of the Company at https://
www.tatvachintan.com/webfiles/CorporateGovernance/
PDF/policy-on-prevention-and-resolution-of-sexual-
harassment-at-workplace.pdf.

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

(a) Number of complaints of sexual harassment received in
the financial year 2024-25 - Nil

(b) Number of complaints disposed off during the financial
year 2024-25 - Nil

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

(d) Number of complaints pending as on end of the financial
year 2024-25 - Nil

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

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

During the year under review, your Company has complied
with the applicable provisions of the Maternity Benefit
Act, 1961, including amendments thereto. Your Company
remains committed to creating an inclusive and supportive
environment for women, especially during and after
pregnancy, to ensure their health, dignity, and continued
career growth.

38. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act read with the Rules made thereunder, the
Annual Return in form MGT-7 as on 31 March 2025 is available
on the Company''s website at https://www.tatvachintan.com/
financial-information-and-other-disclosures.aspx.

39. Insurance

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

40. Secretarial Standard

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

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

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

Your Company has appointed Mr. Ishwar Nayi, Company
Secretary and Compliance Officer of the Company as Nodal
Officer of the Company. Details of the same is available on the
websites of the Company at https://www.tatvachintan.com/.

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

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

43. The details of difference between Amount of the
valuation done at the time of one time settlement
and the Valuation done while taking loan from
the Banks or Financial Institutions

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

44. Reporting of Fraud During the year under review

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

45. Revision in Financial Statement or Boards Report

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

46. Events Subsequent to the date of Financial
Statements

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

47. Industrial Relations / Personnel

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

48. Cautionary Statement

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

49. Acknowledgement

The Board of Directors places on record their grateful
appreciation for the assistance and continued support
received from various Central and State Government
Departments, Organizations and Agencies involved therein.
Your Directors also gratefully acknowledge all stakeholders
of the Company viz. Customers, Members, Dealers, Vendors,
Banks and other business partners for the excellent support
received from them during the year under review. The
Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment
and continued contribution to achieve goals of the Company.

On behalf of the Board of Directors
Chintan N. Shah

Date: 24 July 2025 Chairman and Managing Director

Place: Vadodara DIN: 00183618

---

Mar 31, 2023

The Directors take immense pleasure in presenting the Twenty Seventh (27th) Annual Report covering the highlights of the finances, business, and operations of Tatva Chintan Pharma Chem Limited ("the Company") together with the Audited Financial Statements of the Company (standalone and consolidated) prepared in compliance with Indian Accounting Standards (Ind AS), for the financial year ("FY") ended 31 March 2023.

1. Financial Highlights of the Company

(Rs. in Million)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	4030.44	4278.11	4236.12	4336.47
Other income	56.78	106.29	57.44	90.17
EBITDA (Including other income)	603.56	1163.97	663.25	1172.52
EBITDA (Excluding other income)	546.78	1057.68	605.81	1082.35
Interest and financial charges	83.84	49.51	84.04	49.51
Depreciation and amortisation expense	95.54	81.80	95.55	81.80
Profit/(Loss) before exceptional item and taxes	424.18	1032.66	483.66	1041.21
Exceptional item	35.87	-	35.87	-
Tax expense	(16.34)	72.79	(7.08)	82.47
Profit / (Loss) for the year	404.65	959.87	454.87	958.74
Other comprehensive income	(1.29)	(1.45)	6.48	1.53
Total comprehensive income	403.36	958.42	461.35	960.27

2. Performance Review & State of Company''s Affairs

Consolidated

The Consolidated revenue from operations decreased by 2.3% from '' 4,336.47 million for FY 2021-22 to '' 4,236.12 million for FY 2022-23, EBITDA (Including other income) decreased by 43.43% from '' 1,172.52 million in FY 2021-22 to '' 663.25 million in FY 2022-23, Profit after tax decreased by 52.56% from '' 958.74 million in FY 2021-22 to '' 454.87 million in FY 2022-23. The earnings per shares (Basic/ Diluted) decreased by 53.98% from '' 44.59 to '' 20.52 as compared to previous financial year.

Standalone

The Standalone revenue from operations decreased by 5.79% from '' 4,278.11 million for FY 2021-22 to '' 4,030.44 million for FY 2022-23, EBITDA (Including other income) decreased by 48.15% from '' 1,163.97 in FY 2021-22 to '' 603.56 million in FY 2022-23, Profit after tax decreased by 57.84% from '' 959.87 million in FY 2021-22 to '' 404.65 million in FY 2022-23. The earnings per share (Basic/Diluted) have decreased by 59.10% from '' 44.65 in FY 2021-22 to '' 18.26 in FY 2022-23 as compared to previous financial year. During the year, the Company focused on acquiring new customers, launching new products, growing its market share, etc.

The Export share in "revenue from operations" is ~70% during FY 2022-23. The business continued to experience headwinds in demand generation from both global and domestic majors.

Moreover, the efforts on creating a diversified portfolio of innovative products, winning new customers and penetration into new markets are ongoing.

3. Responding to Unprecedented Challenges with Resilience

In the financial year 2022-23, our Company faced an array of unprecedented challenges that put our resilience to the test. Despite the uncertainties and adversities presented by global economic fluctuations, supply chain disruptions, and unforeseen market shifts, we embraced these challenges with unwavering determination and adaptability. Our strong commitment to innovation and strategic planning allowed us to swiftly respond to emerging situations, ensuring the continuity of our operations and the delivery of value to our stakeholders. By fostering a culture of collaboration and agility, we harnessed the collective strength of our workforce to navigate through uncertainties and achieve good results. This resilience not only enabled us to withstand the storms but also presented us with new opportunities for growth and innovation. As we look

ahead, we remain confident that the lessons learned from this year''s challenges will fortify our Company for a more resilient and sustainable future.

Furthermore, throughout the Covid-19 pandemic, the Company practiced extreme care and caution towards the health and well-being of its employees and associated partners while ensuring this care and caution was extended to the community at large. The Company regularly adhered to various guidelines and advisories issued by the authorities from time to time including maintaining social distancing etc.

4. Dividend

Your Company''s policy on Dividend Distribution is available at https://www.tatvachintan.com/wp-content/ uploads/2022/01/Dividend-distribution-policy.pdf

In accordance with the said policy, the Board of Directors has recommended a final dividend of '' 2/- per equity share for the financial year ended 31 March 2023 (previous financial year '' 2/- per equity shares). If the above recommendation is approved by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be '' 44.33 million (previous financial year '' 44.33 million).

Pursuant to the provisions of the Finance Act, 2020, the said final dividend will be liable for deduction of income tax at source.

5. Transfer to Reserves

During the year under review, the Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the retained earnings and not to transfer any amount to General Reserve.

6. Material Changes and Commitments

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

7. Share Capital and Change Therein

Authorised Share Capital of the Company is '' 40,00,00,000/-

(Rupees Forty Crore Only) divided in to 4,00,00,000 (Four Crore) Equity Shares of '' 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company is '' 22,16,50,620/- (Rupees Twenty Two Crore Sixteen Lakhs Fifty Thousands Six Hundred and Twenty only) divided into 2,21,65,062 (Two Crore Twenty One Lakhs Sixty Five Thousand and Sixty Two) Equity Shares of '' 10/- (Rupees Ten Only) each.

During the year, the Board of Directors of the Company has not allotted any equity shares under review.

a) Buy Back of Securities

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

b) Sweat Equity

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

c) Bonus Shares

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

d) Employee Stock Option Plan

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

8. Utilisation of IPO Proceeds

Your Company is utilising IPO proceeds as per the objects stated in the Prospectus of the Company and pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") during the period under review, there was no deviation / variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company has appointed ICICI Bank Limited as Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time. The Company has after placing before the Audit Committee and the Board submitted the statement(s) and report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited on timely basis. There is no variation in the utilisation of issue proceed of IPO money.

9. Finance

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

10. Change in Nature of Business, if any

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

11. Deposits

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

12. Subsidiaries, Joint Ventures and Associate Companies As on 31 March 2023, your company has 2 Wholly Owned Subsidiaries as detailed below;
Sr. No. Name of the Company	Type of Company	Location
1. Tatva Chintan USA Inc.	Wholly Owned Subsidiary	United States of America
2. Tatva Chintan Europe B.V.	Wholly Owned Subsidiary	Amsterdam, The Netherlands

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

Your Company''s policy on material subsidiary is also available on the website of the Company at https://www.tatvachintan. com/investors/corporate-governance/.

Details of New Subsidiary / Joint Ventures / Associate Companies:

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

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

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

13. Particulars of Related Party Transactions

I n line with the requirements of the Companies Act, 2013 ("the Act") and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ("RPT Policy") for identifying, reviewing, approving and monitoring of Related Party Transactions. The RPT Policy was revised pursuant to the amendment in the SEBI Listing Regulations and the same is available on the Company''s website at https://www.tatvachintan.com/investors/ corporate-governance/.

All related party transactions entered into during FY 202223 were on arm''s length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval is also obtained for related party transactions which are of repetitive in nature and entered in the ordinary course of business and on an arm''s length basis. There was no materially significant Related Party Transaction made by the Company during the year that would have required Shareholder''s approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.

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

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

The details of the transactions with related parties are provided in the accompanying Financial Statements.

14. Risk Management

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

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

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

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

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

The Risk Management Policy is available on Company''s website at https://www.tatvachintan.com/investors/corporate-governance/.

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

Risk Management Committee

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the Board of Directors at their meeting held on 17 January 2022 has constituted a Risk Management Committee

which is responsible for management of risk, avoid exposure to significant financial loss and achieve risk management objectives as specified under Risk Management Policy. The

Corporate Governance Report, which forms part of this report, contains the details of Risk Management Committee of the Company.

15. Directors and Key Managerial Personnel ("KMP") and changes therein

Directors

As on 31 March 2023, the Board of Directors of your Company comprised of six Directors, viz., three executive Directors and three Independent Directors including one women Independent Director. Details of the same are as below:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1	Mr. Chintan N. Shah	Chairman and Managing Director	12/06/1996	-
2	Mr. Shekhar R. Somani	Whole time Director	12/06/1996	-
3	Mr. Ajaykumar M. Patel	Whole time Director	12/06/1996	-
4	CA Subhash A. Patel	Independent Director	27/02/2021	-
5	Dr. Avani R. Umatt	Independent Director	27/02/2021	-
6	Dr. Manher C. Desai	Independent Director	27/02/2021	-

Re-appointment

I n accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Shekhar Rasiklal Somani (DIN: 00183665) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends the appointment of Mr. Shekhar Rasiklal Somani as Whole time Director of the Company retiring by rotation. Details of the proposal for the appointment / re-appointment of Directors along with their shareholding in the Company, as stipulated under Secretarial Standard 2 of the Institute of Company Secretaries of India and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual General Meeting.

Cessation

There were no cessations of the Directors during the Financial Year 2022-23.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent of the management and they have complied with the code for Independent prescribed in Schedule IV of the Act.

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

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

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

Key Managerial Personnel ("KMP")

As on 31 March 2023, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) read with Section 203 of the Act, read with the Rules framed thereunder.

Sr. No.	Name of Director/KMP	Designation	Date of Appointment	Date of Cessation
1	Mr. Chintan N. Shah	Chairman and Managing Director	12/06/1996	-
2	Mr. Shekhar R. Somani	Whole time Director	12/06/1996	-
3	Mr. Ajaykumar M. Patel	Whole time Director	12/06/1996	-
4	Mr. Ashok Bothra	Chief Financial Officer	03/12/2021	-
5	Mr. Ishwar Nayi	Company Secretary and Compliance Officer	17/01/2022	-

Changes in KMP

During the Year under review, there was no change in the KMP.

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

16. Board and Committee Meetings

Details of Board Meetings

During the year under review, four (04) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 read with rules made there under and the applicable secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

Details of Committee Meetings

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

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee;

d. Risk Management Committee; and

e. Corporate Social Responsibility Committee;

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

17. Separate Meeting of Independent Directors

During the year under review, one (1) Separate meeting of Independent Directors was held on 24 January 2023. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

18. Familiarisation Programme

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme imparted to Independent Directors

are available on the Company''s official website at https:// www.tatvachintan.com/investors/corporate-governance/.

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

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirement) Regulations, 2015, as amended, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees and Chairperson of the Company. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31 March 2023, the Board of Directors to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31 March 2023 and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

21. Internal Financial Controls Systems and their Adequacy

I nternal Financial Controls are an integrated part of the risk management process. Your Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference

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

22. Vigil Mechanism/Whistle Blower Policy

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

The details of the policy as well as its weblink are contained in the Corporate Governance Report and website of the Company https://www.tatvachintan.com/investors/corporate-eovernance/.

23. Significant and Material Orders Passed by the Regulators

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

The Registrar of Companies ("ROC"), Gujarat has issued one adjudication order vide reference no. ROC-Guj/Adj. Order/ Tatva/ Sec. 42(6)/2021/6259 dated 31 December 2021, under Section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 and Companies (Adjudication of Penalties Amendment) Rules, 2019 for violation of Section 42(6) of the Companies Act, 2013. The penalty imposed on your Company was '' 1 Crore and '' 20 Lakhs each on three Directors and two Key Managerial Personnel. The Company and its three Executive Directors / Promoters being an aggrieved party, has filed an appeal against the said order before office of Regional Director ("RD"), North Western Region ("NWR"), Ministry of Corporate Affairs. The Hon''ble Regional Director, NWR, MCA has issued the order dated 07.07.2022. As per this order, penalty imposed earlier on the two Key Managerial Personnel ("KMP") i.e. Chief Financial Officer ("CFO") & Company Secretary ("CS") by Hon''ble ROC is set aside and also reduced the final penalty on the Company

and its three Executive Directors/Promoters and disposed off the said matter. The order does not impact the going concern status and future operation of the Company.

24. Corporate Social Responsibility

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

CSR Policy in line with the requirements of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR Policy of the Company is available on the website of the Company and can be accessed through the website of the Company https://www.tatvachintan.com/ investors/corporate-eovernance/.

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

25. Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.tatvachintan.com/ wp-content/uploads/2022/01/Board-Diversitv-Policv.pdf.

26. Appointment and Remuneration Policy

Your Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel ("SMP"). The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ("NRC"). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary and Perquisites/Allowances. The Remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013. The Company had adopted a Remuneration Policy for the Directors, Key Managerial Persons and other employees, pursuant to the provisions of the Act. Managing Director of the Company does not receives any remuneration or commission from any of its subsidiaries. The Remuneration Policy is stated in the Corporate Governance report and weblink for the same is https://www.tatvachintan.com/wp-content/uploads/2022/01/Nomination-Remuneration-Policy. pdf.

27. Particulars of Employees

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

28. Auditors and Their Report

i. Statutory Auditors

At the 22nd AGM held on 29 September 2018, M/s. NDJ & Co., Chartered Accountants, Surat (holding Registration No. 136345W) ("NDJ & Co.") were appointed as Statutory Auditors of the Company for a period of five (5) consecutive years by the Members.

The report of the Statutory Auditors forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Further, in terms of Sections 139 and 142 of the Act, the Board of Directors has, on the recommendation of the Audit Committee, recommended the re-appointment of NDJ & Co., as the Statutory Auditors of the Company for a second term of five (5) consecutive years from the conclusion of the 27th AGM till the conclusion of 32nd AGM for the approval of the Members.

Accordingly, an ordinary resolution seeking Members'' approval for the same forms part of the Notice of the 27th AGM forming part of this Annual Report.

The Company has received a written consent and eligibility certificate from NDJ & Co., confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

ii. Cost Auditors and Maintenance of Cost Records

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

The Board, on the recommendation of the Audit Committee has appointed M/s. Zarna Thakar & Associates, Cost Accountants

(FRN: 005956), Vadodara to carry out Cost Audit and issue Cost Audit Report for the Financial Year 2023-24 at a professional fee of '' 65,000/- (Rupees Sixty Five Thousand Only) plus applicable taxes and out of pocket expenses at actuals, if any.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Zarna Thakar & Associates, forms part of the Notice of the 27th AGM forming part of this Annual Report.

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

iii. Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2023-24. The report of the Secretarial Auditors for FY 202223 is enclosed as Annexure-E forming part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In accordance with the SEBI Circular dated 08 February 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. TNT & Associates, Practicing Company Secretaries, Vadodara, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2022-23. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days from the end of the said financial year.

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

29. Credit Ratings

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

30. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified

under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon forms part of this Annual Report.

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

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

32. Corporate Governance Report

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

The Separate report on Corporate Governance as well as the Secretarial Auditor''s certificate on the compliance of Corporate Governance thereon forms part of this report as Annexure-G.

33. Failure to Implement any Corporate Action

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

34. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") of your Company for FY 2022-23 is forming part of this Annual Report as Annexure-H describing the initiatives taken by the Company from an environmental, social and governance perspective.

35. Management''s Discussion and Analysis Report

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

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

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

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

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. Your

Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of ''Sexual Harassment at workplace''.

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

The Policy is uploaded on the website of the Company at https:// www.tatvachintan.com/wp-content/uploads/2023/05/ Policy-on-Prevention-and-resolution-of-sexual-harassment-at-workplace.pdf.

No complaints were pending at the beginning of the financial year. During the year under review, there was no complaint pertaining to sexual harassment. Further details have been provided in Corporate Governance Report forming part of this report.

38. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the Rules made thereunder, the Annual Return in form MGT-7 as on 31 March 2023 is available on the Company''s website at https://www.tatvachintan.com/ investors/disclosures/.

39. Insurance

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets, third parties etc.

40. Secretarial Standard

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

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

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

Your Company has appointed Mr. Ishwar Nayi, Company Secretary and Compliance Officer of the Company as Nodal Officer of the Company. Details of the same is available on the websites of the Company at https://www.tatvachintan.com/.

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

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

43. The details of difference between Amount of the valuation done at the time of one time settlement and the Valuation done while taking loan from the Banks or Financial Institutions

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

44. Reporting of Fraud During the year under review

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

45. Revision in Financial Statement or Boards Report

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

46. Events Subsequent to the date of Financial Statements

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

47. Industrial Relations/Personnel

Your Company is committed to uphold its excellent reputation in the field of Industrial relations. Through continuous

efforts, the Company invests and improvises development programmes for its employees.

48. Cautionary Statement

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

49. Acknowledgement

Your Directors'' wish to place on record their appreciation for the contribution made by the employees at all levels without whose hard work and support, your company''s achievements would not have been possible. Your Directors also wish to thank all its stakeholders including investors, FI, QIBs, customers, dealers, agents, suppliers, investors and bankers and various State and Central Government Agencies. The Directors also take this opportunity to thank the shareholders for their continued confidence reposed in the Management of the Company.