Directors Report of Tembo Global Industries Ltd.

Mar 31, 2025

The Board of Directors of Tembo Global Industries Limited (''Tembo'' or ''Company'') are pleased to present the 15^th (Fifteenth) Annual Report along with financial statements of the Company for the financial year ended March 31^st, 2025. A summary of the Company''s Audited Standalone and Consolidated Financial Statements is given below.

1. HIGHLIGHTS OF FINANCIAL RESULTS:

The Financial performance of the Company for the year under review as compared to the previous financial year are summarized below for your consideration:

(Amount in lakhs)
	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations (Net)	65501.85	43851.52	74364.69	43851.52
Other income	379.89	98.95	270.70	98.95
Total revenue	65881.74	43950.46	74635.40	43950.46
Total expenses	60209.00	42095.64	67074.00	42095.64
Profit before exceptional items and tax	5672.74	1854.82	7561.40	1854.82
Add: Exceptional items	0	0	(316.40)	34.70
Profit before tax	5672.74	1854.82	7245.00	1889.52
Les: Tax expenses
(a) Current tax	(1471.56)	(473.53)	(2036.97)	(473.53)
(b) Deferred tax charge	(7)	4.79	8.09	4.79
(c) Current tax adjustments of earlier years	(119.62)	0	(119.62)	0
Total tax expense	1598.19	(468.74)	(2148.50)	(468.74)
Non-controlling interest	0
Profit after taxes	4074.55	1386.08	5096.49	1420.78

2. Company''s performance and outlook:

Standalone:

The company achieved a net turnover of FY 2024-25: t65501.85 Lakhs; FY 2023-24: t43851.52 Lakhs, resulting a growth of 49%. Our profit before exceptional items has grown significantly, reaching t5672.74 Lakhs from t1854.82 Lakhs, representing an increase of approximately 205%. The Company achieved Profit after tax (PAT) of t4074.55 Lakhs in FY 2024-25, from t1386.08 Lakhs in FY 2023-24 representing an

increase of approximately 194%

Consolidated:

The Company achieved a net turnover of FY 2024-25: ^74364.69 Lakhs; FY 202324: ^43851.52 Lakhs, resulting a growth of approximately 70%. Our profit before exceptional items has grown significantly, reaching ^7561.40 Lakhs from ^1854.82 Lakhs, representing an increase of 308%. The Company achieved Profit after tax (PAT) of ^ 5096.49 Lakhs in FY 2024-25, ^1420.78 Lakhs in FY 2023-24 representing an increase of 259%.

3. STATE OF COMPANYâS AFFAIRS:

> The Company declared an Interim Dividend of Rs.1/- (Rupees One Only) per equity share on July 12, 2024 which was paid before August 11, 2024.

> The Company appointed Mr. Firdose Vandrevala as Director of the Company with effect from August 29, 2024.

> The Board of the Company declared an interim dividend of Rs. 1 /- (Rupees One only)

(10%) per equity share of face value of Rs. 10/- (Rupees Ten only) each for the Financial Year 2024- 25.

> The Company received new orders worth Rs. 2,41,00,00,000/- (Rupees Two Hundred

Forty One Crores Only) from local vendors in the month of May.

> The Company as a part of Strategic Transformation incorporated two separate establishments namely M/s Tembo Global Infra Limited and M/s Tembo Defense Products Private Limited.

> Mr. Kaushik Mahesh Waghela (DIN: 08242466) have stepped down from the position of Executive Director of the Company on 11^th April 2024.

> The Company took on record Resignation of Mr. Raman Talwar as Director with effect from August 6, 2024.

> The Company also declared a final dividend of Rs. 1/- (Rupees One Only) per equity share on August 29, 2024 which was paid before October 29, 2024.

> Company raised funds in the financial year through issue of 8,10,000 (Eight Lakh Ten thousand) Share Warrants to Certain Promoter Investors on preferential basis.

> The Company signed a Memorandum of Understanding with a European Company to establish State of the Art arms and ammunition facility in India.

> The Company entered into Solar MEP Segment in the month of October 2025, thereafter also incorporated Tembo Global Solar Power Private Limited.

> The Company bagged an order for 25 years from Maharashtra State Electricity

Distribution Co. Ltd of Power Purchase Agreement for Solar Photo Voltaic power generating stations of an aggregate capacity of 124 MW(AC).

> The Company achieved the order for water irrigation of INR 43,89,00,392/- (Rupees

Forty Three Crores Eighty Nine Lakhs Three Hundred and Ninety Two Only), INR. 52,90,16,880/- (Rupees Fifty Two Crores Ninety Six Lakhs Sixteen Thousand Eight Hundred Eighty Rupees Only) and INR. 407342648.31/- (Rupees Forty Crore Seventy Three Lakh Forty Two Thousand Six Hundred Forty Eight and Thirty One Paisa Only) from Domestic organizations.

> Company along with its Group Company M/s Tembo Defence Products Private Limited signed a memorandum of understanding with Maharashtra Government at World Economic Forum in DAVOS, Switzerland.

> The Company allotted 19,79,000/- (Nineteen Lakhs Seventy Nine Thousand) Equity Shares on January 28, 2025

> The Company issued 5,84,400/- (Five Lakhs Eighty Four Thousand Four Hundred) Equity Shares on March 26, 2025 pursuant to conversion of warrants.

4. CHANGE IN NATURE OF BUSINESS:

During the year, there has been no change in business of the Company. However, The Company has added new segment via postal ballot dated on 14^th May, 2025.

5. DIVIDEND:

In view of the Company''s strategic focus on identifying, executing, and successfully implementing key business projects across its operating verticals, the Board of Directors has prioritized the conservation of funds to support these long-term initiatives. To ensure sustainable growth in assets and revenue, and to strengthen the Company''s financial position for future opportunities, it is deemed prudent to retain earnings for reinvestment.

Accordingly, the Directors have not recommended any dividend for the Financial Year 2024-25. This decision is aligned with the Company''s commitment to enhancing long-term shareholder value through strategic expansion and sound financial management.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Company''s website at https://tembo.in/

6. AMOUNT TRANSFERED TO RESERVES:

The Company has not transferred any amount out of the Current year profits to the General Reserve of the Company.

7. ANNUAL RETURN:

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, The Annual Return of the Company is available on the website of the Company at https://tembo.in/investors/

8. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 18 (Eighteen) times during the Financial Year 2024-25 i.e. on the following dates:

Sr .No.	Date of the Board Meeting
1.	15.04.2024
2.	08.05.2024
3.	30.05.2024
4.	06.06.2024
5.	12.07.2024
6.	31.07.2024
7.	12.08.2024

8.	29.08.2024
9.	09.09.2024
10.	10.10.2024
11.	21.10.2024
12.	26.10.2024
13.	13.11.2024
14.	29.11.2024
15.	20.12.2024
16.	28.12.2024
17.	17.01.2025
18.	10.02.2025

During the period, your Company has complied with the Secretarial Standards 1 related to Board Meetings and Secretarial Standards 2 related to General Meetings issued by the Institute of Company Secretaries of India respectively

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Sanjay Jashbhai Patel (DIN: 01958033), Director of the Company and Mr. Shabbir Huseni Merchant (DIN: 01004168), Director of the Company, retires by rotation at the forthcoming Fifteenth Annual General Meeting and being eligible has offered himself for re-appointment.

COMPOSITION OF BOARD OF DIRECTORS: The composition of Board of Directors of the Company as on March 31, 2025 is as follows:
Sr.	Name of the Director	DIN	Category	Period of Appointment
1.	Sanjay Jashbhai Patel	01958033	Managing Director	18.07.2022
2.	Fatema Shabbir Kachwala	06982324	Whole-time Director (Executive)	23.02.2021
3.	Shalin Sanjay Patel	08579598	Non-Executive Non-Independent Director	31.07.2020
4.	Shabbir Huseni Merchant	01004618	Non-Executive Non-Independent Director	14.07.2023
5.	Firdose Vandrevala	00956609	Non-Executive Non-Independent	29.08.2024

			Director
6.	Smita Jashbhai Patel*	00348305	Non-Executive Non-Independent Director	22.12.2023
7.	Jasbir Singh Jaswant Singh Anand#	08017248	Non-Executive Independent Director	26.12.2017
8.	Karan Ishwar Shinde*	10065699	Non-Executive Independent Director	31.12.2023
9.	Prakash Sanjay Karpe*	10236412	Non-Executive Independent Director	31.12.2023
10.	Jehan Darayus Variava*	07825744	Chairperson and Non-Executive Independent Director	30.09.2022
11.	Mr. Ajay Madan**	07191447	Non-Executive Independent Director	09.04.2025
12.	Mr. Sumantra Sarathi Mahata**	08524659	Non-Executive Independent Director	09.04.2025
13.	Mr. Nikunj Hasmukhbhai Barot**	11034775	Non-Executive Independent Director	09.04.2025
14.	Ms. Homai Ardeshir Daruwalla**	00365880	Non-Executive Independent Director	09.04.2025
* Resigned w.e.f. 09.04.2025. #Resigned w.e.f. 30.05.2025. ** Appointed w.e.f. 09.04.2025.

The Company has received a Declaration in Form DIR-8 from all the Directors stating that they are not disqualified under section 164 of the Companies Act, 2013. The Company has also received Form MBP-1 from all the Directors under Section 184 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL fKMPI:

The key managerial personnel(s) of the Company as on March 31, 2025 is as follows:

Sr.	Name of the KMP	Designation
1.	Sanjay Jashbhai Patel	Managing Director
2.	Fatema Shabbir Kachwala	Whole-time director Executive
3.	Ms. Saloni Patel*	Chief Financial Officer
4.	Ms. Kiran Mukadam**	Company Secretary & Compliance Officer

*CFO resigned w.e.f. 9^th April, 2025.

** Appointed as Company Secretary w.e.f. 10^th February 2025 and resigned w.e.f. 03^rd May 2025.

During the year, following changes in Directors and KMP took place in your Company:-

â¢ Mr. Kaushik Mahesh Waghela (DIN: 08242466) have stepped down from the position of Executive Director of the Company on 11^th April 2024.

â¢ Mr. Raman Talwar (DIN: 07052896) have stepped down from the position of Executive Director of the Company 12^th August 2024.

â¢ Ms. Jyoti Rawat appointed as Company Secretary & Compliance Officer of your Company w.e.f. 8^th May 2024 and resigned w.e.f. 01^st January 2025.

â¢ Mr. Kiran Mukadam appointed as Company Secretary & Compliance Officer of your Company w.e.f. 10^th February 2025 and resigned w.e.f. 03^rd May 2025.

â¢ Mr. Firdose Vandrevala was appointed as Additional Director (Non-Executive NonIndependent) of the Company with effect from 29^th August 2024 and his appointment is approved by the members at the Annual General Meeting of the Company held on 30^th September 2024.

â¢ Ms. Saloni Patel has also stepped down from the position of CFO on 9^th April, 2025.

Further, there are following changes in Directors and KMP took place in your Company from the end of financials year upto date of signing of Report:-

â¢ Mr. Ajay Madanwas appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

â¢ Mr. Sumantra Sarathi Mahata was appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

â¢ Mr. Nikunj Hasmukhbhai Barot was appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

â¢ Mrs. Homai Ardeshir Daruwalla was appointed as Additional Independent Director of the Company with effect from 09^th April 2025 and approval of members was also obtained by way postal ballot o 15^th May 2025 for appointment as Independent Director.

â¢ Ms. Saloni Patel resigned from the position of Chief Financial Officer of the Company w.e.f. 09^th April 2025.

â¢ Mr. Girish Rameshlal Jethmalani was appointed as Chief Financial Officer of the Company with effect from 09^th April 2025 and resigned w.e.f 11^th June 2025.

â¢ Smita Jashbhai Patel has resigned from the Directorship of the company w.e.f. 09^thApril 2025.

â¢ Karan Ishwar Shinde has resigned from the Directorship of the company w.e.f. 09^thApril 2025.

â¢ Prakash Sanjay Karpe has resigned from the Directorship of the company w.e.f. 09^th

April 2025.

â¢ Jehan Darayus Variava has resigned from the Directorship and Chairmanship of the company w.e.f. 09^th April 2025.

â¢ Jasbir Singh Jaswant Singh Anand has resigned from the Directorship of the company w.e.f. 30.05.2025.

â¢ Mr. Girish Jethmalani has resigned from the position of Chief Financial Officer of the Company with effect from June 11, 2025

â¢ Ms. Fatema S. Kachwala has been appointed as Chief Financial Officer of the Company with effect from July 15, 2025.

â¢ Ms. Priya Dua has been appointed as Company Secretary and Compliance Officer of the Company from August 1, 2025.

10. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

The Company has received necessary declarations and disclosures from the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ) and disclosing their interest in form MBP-1.

Further, all Independent Directors of the Company have submitted declarations confirming that:

1. The disqualifications mentioned under sections 164, 167 and 169 of the Companies Act,

2013 do not apply to them.

2. They have complied with the Code for Independent Directors prescribed in Schedule IV

to the Act as applicable.

3. They have registered themselves with Independent Directors'' Database of The Indian

Institute of Corporate Affairs (''IICA'') and have cleared the online proficiency test of IICA, as applicable.

4. They are not aware of any circumstances or situations, which exist or may be reasonably

anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; and

The Board of the Company has taken the disclosures and declarations on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

11. FAMILIARISATION PROGRAMME:

In compliance with the requirements of Regulation 25(7) of the SEBI LODR Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize 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 Familiarization Program imparted to Independent Directors are available on the Company''s official website at https://tembo.in/wp-content/uploads/2025/04/Directors-Familiarisation-Programme-pdf.pdf

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, Independent Directors met once. 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.

13. DIRECTORSâ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and information obtained by them, your Directors make the following statement in terms of Section 134(3) (c)read with Section 134 (5) of the Companies Act, 2013 (âthe Actâ):

a) In the preparation of the annual accounts for the year ended 31^st March, 2025, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Director''s had prepared the annual accounts on a going concern basis and,

e) They had laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems were adequate and operating effectively.

14. COMMITTEES OF THE BOARD

The Company has duly constituted the following statutory committees as per the provisions of the Act & SEBI LODR Regulations:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders'' Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Internal Complaints Committee

â¢ Sexual Harassment Committee

The details of the composition, number of Meetings, terms of reference and other information of all the aforesaid committees are included in the Corporate Governance Report which forms part of this Report.

Audit Committee:

The composition of the Audit Committee is as under:

Sr. No.	Name of the Members	Designation	Date of Appointment	Date of Cessation
1.	Mrs. Homai Ardeshir Daruwalla	Chairperson	09.04.2025	-
2.	Mr. Nikunj Hasmukhbhai Barot	Member	09.04.2025	-
3.	Mr. Ajay Madan	Member	09.04.2025	-
4.	Mrs. Fatema Shabbir Kachwala	Member	23.02.2021	-
5.	Mr. Jasbir Singh Jaswant Singh Anand	Chairperson	26.12.2017	30.05.2025
6.	Mr. lehan Darayus Variava	Member	26.12.2017	09.04.2025

During the year, there were no instances when the recommendations of the Audit Committee were not accepted by the Board of Directors of the Company.

15. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation was carried out as under:

Board of Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act read with the Rules made thereunder and SEBI LODR

Regulations.

Independent Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board appreciated the contribution made by all the Independent Directors in guiding the management and concluded that continuance of each Independent Director on the Board will be in the interest of the Company. The Board was also of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

Non-Independent Directors

The performance of each of the Non-Independent Directors (including the Executive Chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication etc. The Independent Directors and the Board were of the unanimous view that all the Non-Independent Directors were providing good business and people leadership.

16. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186:

The Particulars of Loans, Guarantees and Investments made by the Company if any as at 31^stMarch 2025 covered under the provision of Section 186 of the Companies Act, 2013 and are given in the Notes forming part of the Financial Statements.

17. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188:

All related party transactions that were entered into during the year under report were on an arm''s length basis and in the ordinary course of business.

The Disclosures as required under Indian Accounting Standard - 24 (Ind AS-24) âRelated Party Disclosures'''' as notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in Note No. 32forming part of the Standalone Financial Statements.

The Company''s Policy on materiality of related party transactions and on dealing with related party transactions is available on the Company''s website at https://tembo.in/wp-content/uploads/2025/03/Policy-on-related-party-transactions.pdf

18. SHARES CAPITAL AND CHANGES THEREIN:

The Authorised Share Capital of the Company is Rs. 22,00,00,000/- (Rupees Twenty-Two Crores Only) divided into 2,20,00,000 (Two Crore Twenty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten only) each.

ISSUE AND ALLOTMENT OF SHARES:

> The Company allotted 19,79,000/- (Nineteen Lakhs Seventy Nine Thousand) Equity Shares on January 28, 2025

> The Company issued 5,84,400/- (Five Lakhs Eighty Four Thousand Four Hundred) Equity Shares on March 26, 2025 pursuant to conversion of warrants.

> The Company has allotted 18,00,000/- (Eighteen Lakh Equity Shares) on preferential basis pursuant to conversion of warrants.

EMPLOYEE STOCK OPTION SCHEMES fESOS):

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

BUY BACK OF SECURITIES:

The Company has not Bought Back Shares during the year under review.

SWEAT EQUITY:

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

BONUS SHARES:

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

19. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF AUTHORITY:

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) as the Company has not declared any dividend in the past.[Kindly confirm]

20. MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and to the date of Report.

Some Changes within the Company for which materiality cannot be determined on the financial position are:

1. Company in its Board meeting held on July 15, 2025 decided to raise funds upto Rs. 500 Crores by issuing securities.

2. M/s R. A. Kuvadia and Co, being the statutory auditor of the company have conveyed their resignation from the Company due to health issues and peer review period expiring, but under renewal process which had resulted in casual vacancy. The same has been duly filled by the Board by appointment of M/s Karta and Company as Statutory Auditor, subject to shareholders'' approval in ensuing general meeting.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the period under review, there has been no significant and material orders passed by the regulators or courts on the Company.

22. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178 (3) of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, which includes:

â¢ Criteria for identification of persons for appointment as Directors and in senior management positions.

â¢ Criteria for determining qualifications, positive attributes, independence of a Director

â¢ Evaluation of performance

â¢ Board Diversity

â¢ Remuneration to Non-Executive Directors, Key Managerial Personnel and Senior Management and remuneration to other employees.

â¢ Policy Review.

The Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the Company''s website at https://tembo.in/.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company is committed to provide a healthy environment to all the employees and thus

does not tolerate any sexual harassment at workplace. The Company has in place a âpolicy against Sexual Harassmentâ of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on March 31, 2025 for redressed. The following is the summary of Sexual Harassment Complaints received and disposed during the Financial Year 2024-25.

S. No.	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received in the year	NIL
2.	Number of Complaints disposed off during the year	NIL
3.	Number of cases pending for more than ninety days	NIL

Also the Internal Complaints Committee as required to be constituted by the Company has been duly constituted as per policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Policy is uploaded on the website of the Company at https://tembo.in/wp-

content/uploads/2025/04/Policy-on-Prevention-Prohibition-and-Redressal-Of-Sexual-

Harassment-At-Workplace.pdf

24. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are as follows

Conservation of energyA. Energy conservation measures taken:

Conservation of Energy: The Company''s core activity is pipe support hanger and related which is civil engineering consuming sector. The Company is making every effort to conserve the usage of civil engineering also the Company is trying to save electricity.

Technology Absorption (R&D, Adaptation and Innovation) Efforts, in brief, made towards technology absorption, adaptation and innovation: Continuous research to upgrade existing products and to develop new products and services. To enhance its capability and customer service the Company continues to carry out R & D activities in house.

â¢ Benefits derived as a result of the above efforts:

â¢ Introduction of new and qualitative products. 0

â¢ Upgrade of existing products.

B. Green Initiative and Energy Cost Optimization:

The Company''s core activity is pipe support hanger and related which is civil engineering consuming sector. The Company is making every effort to conserve the usage of civil engineering also the Company is trying to save electricity.

Technology absorption

A.	Future plan of action:
	1.	TEMBO GLOBAL will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy
	2.	Training employees in the latest appropriate technologies will remain a focus area
	3.	The Company will continue to leverage new technologies and also on the expertise available
B. Technology absorption, adaptation and innovation:
	1.	Efforts in brief, made:	Continues research to upgrade existing products and to develop new products and services
	2.	Benefits derived as a result of above efforts:	Introduction of New and Qualitative Products
	3.	Technology imported	In Partnership with European Company for importing technology for setting up arms manufacturing unit in India.

C. Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the year 2024-25, the position is as under:

Particulars	2024-25	2023-24
	(Rs.in	(Rsin
	Lakhs)	Lakhs)
Income in foreign currency	8045.21	7645.42
Expenditure in foreign currency	383.3	217.47
Purchase in foreign currency	100.95	68.31

26. Risk Management Policy:

Risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Further, details are provided in the Management Discussion and Analysis Report annexed to this Report.

The Company has in place a Risk Management Policy duly adopted by the Board on November, 30 2023 in accordance with Regulation 17(9)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Regulations and (âthe Listing Regulationsâ) and provisions of the Companies Act, 2013 (âthe Actâ) the same is available on the Company''s website at https://tembo.in/.

27. CORPORATE SOCIAL RESPONSIBILITY:

The Company firmly believes that Corporate Social Responsibility (''CSR'') is more than an obligation and more than a duty, which helps to create positive impact on many lives. The Company persistently acts as a prudent corporate citizen and maintains harmonious relationship with the communities in which it operates to give back to the society.

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. These activities are in accordance with CSR activities as defined under the Act. The Company has a CSR Committee of Directors. Details about the Committee, CSR activities and the amount spent during the year, as required under section 135 of the Act and the related Rules and other details are given in the CSR Report as Annexure A forming part of this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Company''s website athttps://tembo.in/wp-content/uploads/2025/04/Corporate-Social-Responsibility-CSR-Policy.pdfThe CSR Policy lays down areas of activities, thrust areas, types of projects, programs, modes of undertaking projects/ programs, resources etc.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ), the Management Discussion and Analysis Report, and Corporate Governance Report along with the Certificate received from Mr. Vijay Gupta, a Company Secretary in Whole-time Practice and proprietor of M/s. VRG & Associates, confirming compliance with corporate governance requirements as per SEBI LODR Regulations are annexed as âAnnexure Bâ to this Report.

29. AUDITORS:i. STATUTORY AUDITOR:

At the Annual General Meeting (''AGM'') held on 22^nd December 2023 shareholders of the Company have appointed M/s R. A. Kuvadia & Co, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 13^thAGM till the conclusion of 17^th AGM of the Company, however M/s R. A. Kuvadia & Co, Chartered Accountants, as Statutory Auditors of the Company has tendered Resignation due to expiration of peer review certificate of his firm and his inability to conduct audit due to serious health issues including a major angioplasty surgery.

Due to above resignation, It is proposed to appoint M/s Karta and Company, Chartered Accountants(Firm Registration No. 160122W) as a statutory auditor of the Company pursuant to the applicable provision of the Companies Act 2013 (the Act)..

Based on receipt of the consent and eligibility letter M/s Karta and Company, Chartered Accountants (Firm Registration No. 160122W)and upon recommendation of the Audit Committee, the Board of Directors at its Meeting held on July 15, 2025 approved and recommended to the shareholders, appointment of M/s Karta and Company, Chartered Accountants (Firm Registration No. 160122W) as Statutory Auditors of the Company for a term of 5 (Five) year from the conclusion of the ensuing 15^th Annual General Meeting (AGM) till the conclusion of 20^th AGM of the Company to be held in the year 2030.

ii. SECRETARIAL AUDIT

Pursuant to Section 204(1) of the Companies Act 2013 read with Regulation 24A of SEBI LODR Regulations, your Company had appointed CS Vijay Gupta, Practicing Company Secretaries, having as its Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year 2024-25. The Company during the audit has provided all assistance and facilities to the Secretarial Auditor for conducting their audit.

The Secretarial Audit Report for the Financial Year 2024-25 in form MR-3 is annexed to this Report.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned.

Further, pursuant to Regulation 24A (1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, secretarial auditor shall be appointed for a term of five consecutive years subject to approval of the members. In view of the above, it is recommended to appoint M/s D.M. Zaveri & Co., Practicing Company Secretaries, Mumbai, a peer Reviewed Firm to conduct Secretarial Audit for a term of five consecutive years commencing from Financial Year 2025-26 upto financial year 2029-2030 and issue Secretarial Audit Report in Form No.MR.3 subject to the approval of the members at the ensuing General Meeting.

iii. COST AUDITOR:

Pursuant to Section 148 and other applicable provision if any, of the Companies Act, 2013 along with Companies (Cost Records and Audit) Rules, 2015 and the Companies (Audit and Auditors) Rules, 2014, the Company needs to maintain Cost records for the financial year 2024-25. Hence, M/s. Aatish Dhatrak & Associates, (FRN: 101575 / Membership Number-30105) was duly appointed to conduct audit of cost records maintained by the Company pertaining to product / services eligible under the applicability of cost audit for the financial year 2024-25at a remuneration of Rs. 80000/-(Rupees Eighty Thousand only) per annum plus Taxes and reimbursement of out of pocket expenses.

Further the company has made and maintained proper Cost Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 for its business activities carried out during the year under review.

As required under the Companies Act, 2013, remuneration of Cost Auditors is required to be placed before the Members in the General Meeting for their approval. Your Directors propose ratification of remuneration of M/s.Aatish Dhatrak & Associates, (Membership Number-30105) for the Financial Year 2025-26.

iv. INTERNAL AUDITOR:

MDSA& Associates (FRN156810W) Chartered Accountants, Mumbai, have been appointed as its Internal Auditor for conducting the internal audit functions of the Company and submitted their report thereon for the financial year 2024-2025 to the Board and committee for its review.

No disqualifications, reservations, adverse remarks or disclaimers have been reported in the Auditors'' Reports, requiring any explanation or comments by the Board of Directors of the Company.

30. STATUTORY AUDITORSâ REPORT:

The Auditors'' Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, is âwith an unmodified opinionâ, as given by the

Statutory Auditors. Also, no frauds in terms of the provisions of Section 143(12) of the Act have been reported by the Statutory Auditors in their report for the year under review.

31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION-RESERVATION OR ADVERSE REMARKS MADE. IF ANY:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report on the Financial Statement of the Company for the financial year ended 31^st March 2025.

The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

32. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to Financial Statements.

It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Company''s business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.

Further, the Board reviews the internal control systems at regular intervals internally, the adequacy of internal audit function and significant internal audit findings with the management and update the same to the Audit Committee for their review and for their recommendation to the Board.

33. SUBSIDIARY.IOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has following Subsidiaries/ Associates/ Join venture, the details of the Subsidiary is as follows:

Sr. No.	Name of the Company	Subsidiary/ Associates/ Join venture
1.	United Global Industries Limited	Subsidiary
2.	Tembo Global Solar Power Private Limited	Subsidiary
3.	Tembo Renewal Energy Private Limited	Subsidiary
4.	Tembo LLC	Subsidiary
5.	Tembo Dynamic Solutions Private Limited	Subsidiary
6.	Tembo Global Solar Power Mumbai Private Limited	Subsidiary
7.	Tembo Global Solar Power Private Limited	Subsidiary

8.	Tembo Renewal Energy Private Limited	Subsidiary
9.	Tembo Projects Limited	Associate
10.	Tembo PES JV	Joint Venture

34. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY/ ASSOCIATES/ IOIN VENTURECOMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY:

A Statement containing salient features of the financial statement of Subsidiaries/ Associates/ Join Ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 which forms an integral part of this Annual Report as a part of Consolidated Financial Statements.

35. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), consolidated financial statements of the Company and all of its subsidiaries and associate, have been prepared for the year under report. The audited consolidated financial statements along with the auditors'' report thereon forms part of this Annual report. The consolidated financial statements presented by the company include the financial results of all its subsidiaries. The audited standalone financial statements of these entities have been reviewed by the Audit Committee and the Board.

36. CODE OF CONDUCT:

The Board of Director has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior Management Personnel. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2024-25.

37. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the following Policies:

1. Policy for determining Material Subsidiaries.

2. Policy on Related Party Transaction

3. Vigil Mechanism and Whistle Blower Policy

4. Anti-Bribery and Anti-Corruption Policy.

5. Corporate Social Responsibility Policy.

6. Human Rights Policy

7. Policy on Preservation of Documents

8. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The policies are available on Company''s website at https://tembo.in/investors/.

38. PUBLIC DEPOSITS:

During the year, your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013. However the Company has accepted unsecured loans from its members and in compliance with Rule (2) (1) (c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto.

39. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available for inspection at the registered office of the Company

40. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act and read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Whistle Blower Policy /Vigil Mechanism Policy (âPolicyâ) to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct. Functioning of the Policy is reviewed by the Audit Committee / Board on periodical basis. During the financial year ended March 31, 2025, the Company has not received any complaint under the Whistle Blower Policy of theCompany.https://tembo.in/wp-content/uploads/2025/03/Vigil-Mechanism-and-Whistle-Blower-Policy-1.pdf

41. MAINTAINANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained.

42. OTHER DISCLOSURES:-

No disclosures are required in respect of sub rule xi & xii of Rule 8(5) of The Companies (Accounts) Rules, 2014 read with Section 134(3)(q) as the same is not applicable to the Company during the Financial Year.

43. ACKNOWLEDGEMENTS:

The Board places on record its sincere appreciation and gratitude to the esteemed investors,

various Central and State Government departments, organizations, and agencies for their continued support and cooperation extended to the Company.

The Board also extends heartfelt thanks to our valued customers, members, dealers, vendors, banks, and all other business partners for their unwavering trust and excellent support.

The Board is especially grateful for the overwhelming response and interest shown by all stakeholders in the Company''s successful Initial Public Offering (IPO). This milestone could not have been achieved without their confidence and active participation, which has laid a strong foundation for the Company''s future growth.

Mar 31, 2024

The Board of Directors (Board) of your Company has immense pleasure in presenting the 14^th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the financial year ended 31^st March,2024.

1.	FTNANCTALHTGHLTGHT (Rs. Tn Lakh)
	Particulars	Stand	alone	Consolidated
	Particulars	2023-24	2022-23	2023-24	2022-23
	Revenue from Operation	43207.85	24981.64	43207.85	24981.64
	Other Income	742.62	43.64	742.62	43.64
	Total Tncome	43950.46	25025.29	43950.46	25025.29
	Operating, Administrative and Other Expenses	41306.08	23637.5	41306.08	23640.57
	Finance Cost	517.52	338.37	517.52	338.37
	Depreciation	272.04	258.61	272.04	258.61
	Total Expenses	42095.64	24234.48	42095.64	24237.55
	Profit before Tax and prior period items	1854.82	790.81	1854.82	787.73
	Less: Prior Period Expenses	0	0	0	0
	Profit before Tax	1854.82	790.81	1889.52	787.73
	Less: Provision for Current Tax	(473.53)	(215.68)	(473.53)	(215.68)
	Provision for Deferred Tax	4.79	7.08	4.79	7.08
	Income Tax for earlier year	0	0	0	0
	Profit After Tax	1386.08	582.21	1420.78	579.13
	Equity Shares (at the F.V. of Rs. 10/- each)	11103746	11103746	11103746	11103746
	Earning Per Equity Share -(Basic)	12.39	5.24	12.70	5.22
	Earning Per Equity Share -(Diluted)	10.20	5.24	10.46	5.22

2. STATE OF COMPANYâS FINANCIAL AFFATRS> On Standalone Basis

Revenue from operation: The Revenue from operation increased by 72.96 % to 43207.85Lakhs in comparison to 24981.64Lakhs of Previous FY 2022-2023.

PBT: The PBT increased by 134.55 % to 1854.82Lakhs in comparison to 790.81Lakhs of Previous FY 20222023.

PAT: The PAT of the Company increasedby138.07 % to 1386.08Lakhs in comparison to 582.21Lakhs of Previous FY 2022-2023

> On Consolidated Basis

Total Income: The total income increased by 72.96 % to 43207.85 Lakhs in comparison to 24981.64Lakhs of Previous FY 2022-2023.

PBT: The PBTincreased by 139.87 % to 1889.52Lakhs in comparison to 787.73Lakhs of Previous FY 20222023.

PAT: The PAT of the Company increased by 145.33 % to 1420.78Lakhs in comparison to 579.13Lakhs of Previous FY 2022-2023

The Board has taken all necessary steps to expand its activities by making new technologies and innovations and also by adding new services and products.

3. BASIS OF PREPARATION OF FINANCIAL STATEMENT

The Annual Standalone & Consolidated Audited Financial Statements for the FY 2023-2024, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 (the âActâ) read with Companies (Indian Accounting Standard) Rules, 2015 and in accordance with applicable regulations of the SEBI (LODR) Regulations, 2015.

In accordance with the provisions of Section 136(1) of the Act, the Company has duly placed on its website https://www.tembo.in/wp-content/uploads/2024/05/Outcome.pdf :

â¢ Annual Report of the Company including therein its Standalone and Consolidated Financial Statements for the FY 2023-2024; and

â¢ Audited Financial Statements for the FY 2023-2024 of the Associate Company.

4. DETAIL OF ASSOCIATES AND SUBSIDIARY COMPANY

The Company has following associates and subsidiary Company as at the end of financial year:

Subsidiary Companies:

TEMBO GLOBAL LLC,

TEMBO USA INC

UNITED GLOBAL INDUSTRIES LIMITED

5. NATURE OF BUSINESS

Your Company was incorporated as SAKETHEXIMPRIVATELIMITED under the Companies Act, 1956 vide Certificate of Incorporation dated June, 16 2010 issued by the Registrar of Companies, Maharashtra, Mumbai, India. Further, Your Company was converted from Private Limited to a Public Limited Company vide shareholdersâ resolution dated December07,2017 and consequently the name of your Company was changed to SAKETH EXIM LIMITED pursuant to a Certificate of Incorporation dated December 19^th, 2017. The name of the company was change to avail the benefit of aligning with the company famous brandâTEMBO which is globally familiar brand. Consequently, the name of your Company was changed to TEMBO GLOBAL INDUSTRIES LIMITED pursuant to the Fresh Certificate of Incorporation dated March 13 ^th 2020. The Corporate Identification Number (CIN) of my Company is

L24100MH2010PLC204331.

TEMBO GLOBAL INDUSTRIES LIMITED is in the business of vide range of production. Your Company has a varied product portfolio and a wide scope including jobbing, machining, manufacturing and fabrication of various engineering goods, steel products, nuts, bolts, various types of clamps, saddle hose clamps, various types of hangers, various types of Bolts etc. Further our product portfolio includes all types of bathroom pipes, fittings, bathroom accessories and sanitary wares. These products are used in the applications for Firefighting, Plumbing, HVAC, Mechanical and Electrical Installations.

6. CHANGEINTHENATTIREOFBUSTNESS

There was no change in the nature of business of the Company during the Financial Year under review.

7. DIVIDEND

Your Board recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend @10% per equity share (Rs. 1/- per equity share) for the financial year ended 31^stMarch, 2024. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members on 23^rdSeptember, 2024 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India)Limited as beneficial owners as on that date.

Details of dividend paid during the year under review:

i. The Company in its previous Annual general meeting held on 22^nd December, 2023, has declared a final dividend of Re 1.5/- per equity share on the paid-up equity share capital of the company.

ii. After the closure of financial years during the current financial year i.e. 2024-25, the Board of Director in its meeting held on 12^th July, 2024declared an Interim Dividend of Rs. 1/- (Rupees One only) per equity share of face value of Re. 10/- (Rupee Ten only) each for the financial year 2024-25.

8. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the general reserves of the Company.

9. DEPOSITS FROM PUBLIC

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of 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), from public during the year under review.

Details of the deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans granted, guarantees given and investments made during the FY 2023-2024, are provided in the notes to the Financial Statements which forms an integral part of this Annual Report.

11. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (âICSIâ), i.e., SecretarialStandard-1 (âSS-1â) and Secretarial Standard-2 (âSS-2â),relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly complied with by the Company.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is fully committed to provide the strategic direction towards longterm success of the Company. They ensure long term sustainability, create value, delegate responsibilities, manage risks and ensure high quality governance to keep the Company on the path of sustainable growth and development.

The Composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations; with an optimum combination of Executive Director, NonExecutive Non-Independent Directors, Independent Directors and Women Directors.

As on 31^st March, 2024, your Board has eleven (11) directors comprising six (6) Non-Executive Directors and five (5) Executive Directors. Below is the composition of your Board:

MR. JEHAN DARAYUS VARIAVA	Chairperson & Independent
MR. SANJAY JASHBHAI PATEL	Managing Director
MRS. SMITA JASHBHAI PATEL	Non-Executive Director
MR. SHABBIR HUSENI MERCHANT	Non-Executive Director
MR. JASBIR SINGH JASWANT SINGH ANAND	Independent Director
MR. KARANISHWAR SHINDE	Independent Director
MR. PRAKASH SANJAY KARPE	Independent Director
MS. FATEMA SHABBIR KACHWALA	Whole Time Director
MR. SHALIN SANJAY PATEL	Executive Director
MR. RAMAN TALWAR	Executive Director
MR. KAUSHIK MAHESHBHAI WAGHELA	Executive Director
MS. SALONI SANJAY PATEL	Chief Financial Officer

Change in Directors and KMP during the year under review:

> The Company with the approval of Shareholders regularize the appointment of Mr. Kaushik Maheshbhai Waghela (DIN : 08242466), as âExecutive Directorâ with effect from December, 2023.

> The Company with the approval of Shareholders regularize the appointment of Mr. Raman Neresh Kumar Talwar (DIN : 07052896), as âExecutive Directorâ with effect from December, 2023.

> The Company with the approval of Shareholders regularize the appointment of Mr. Shabbir Huseni Merchant (DIN: 01004618), as âNon-Executive Directorâ with effect from December, 2023.

> The Company with the approval of Shareholders regularize the appointment of Mrs. Smita Sanjay Patel (DIN: 00348305), as âNon-Executive Directorâ with effect from December, 2023

> Appointment of Mr. Karan Shinde (DIN: 10065699) as an Independent Director of the Company for a period of five years with effect from December, 2023 till December 30, 2028.

> Appointment of Mr. Prakash Sanjay Karpe (DIN: 10236412) as an Independent Director of the Company for a period of five years with effect from December, 2023 till December 30, 2028.

> Mr. Shabbir Merchant stepped down as Chief Financial Officer of your Company with effect from close of work on 30^th June, 2023. The Board, on the recommendation of the Audit Committee and the Nominations and Remuneration Committee, appointed Ms. Saloni Sanjay Patel as the Chief Financial Officer of your Company w.e.f. 1^st July, 2023.

> Ms. Tasneem Marfatia stepped down as Company Secretary & Compliance Officer of your Company with effect from close of work on 14^th February, 2024.

> Retirement by Rotation- In accordance with the provisions of Section 152 of the Act, Mr. Shalin Sanjay Patel (holding DIN: 08579598), who was liable to retire by rotation at the Annual General Meeting held on 22th day of December 2023 and who had offered himself for re-appointment, was re-appointed.

Change in Directors and KMP after the end of Financial year upto the date of report:

After the close of the financial year and till the date of publication of this report,

> Mr. Kaushik Mahesh Waghela (DIN: 08242466) have stepped down from the position of Executive Director of the Company on 11^th April, 2024.

> Mr. Raman Talwar (DIN: 07052896) have stepped down from the position of Executive Director of the Company 12th August, 2024.

> Appointed Ms. Jyoti Rawat as Company Secretary & Compliance Officer of your Company w.e.f. 8^thMay, 2024.

All the Directors of the Company have confirmed that they are not disqualified from being appointed or to continue as Directors of the Company in terms of Section 164 of the Act.

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the SEBI (LODR) Regulations, 2015 and also in the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

Further, all the required Ordinary & Special Business Agenda as pointed below are being placed for your approval at the ensuing 14^thAnnual General Meeting. In accordance with the provisions of the Act read with Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of Company Secretaries of India, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, are stated in the Notice convening the 14^thAnnual General Meeting of your Company

> Appointment of Mr. Firdose Vandrevala (DIN: 00956609) as a Non-Executive Non-Independent Director of the Company.

> To approve the Change in designation of Shalin Sanjay Patel

(DIN 08757724) from Executive Director to Non-Executive Non-Independent Director.

> To consider re-appointment of Ms. Fatema Shabbir Kachwala (DIN: 06982324), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible offers herself for reappointment.

13. COMMITTEES OF THE BOARD

The Committees of the Board of Directors focus on diversified and specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board of Directors on the matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in

the governance structure of the Company. The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

During financial year 2023-24, the Board had six (6) Committees, namely:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Corporate Social Responsibility Committee;

- Internal Complaints Committee; and

- Sexual Harassment Committee

14. NUMBER OF BOARD MEETINGS

Twenty-Eight (28) meetings of the Board were held during the financial year ended 31^st March, 2024, for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the meetings viz. dates, number of meetings held, attendance details etc. are mentioned in the Corporate Governance Report, which forms an integral part of the Annual Report.

15. DISCLOSUREUNDERSEXUALHARAASSMENTOFWOMENATWORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted Anti-Sexual Harassment Policy and has constituted Redressed Committee as required under section 4 (1) of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

During the year ended 31^st March, 2024, the Company has not received any complaint pertaining to sexual harassment.

16. DETAILS OF REMUNERATION TO DIRECTORS

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force.

Pursuant to Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there under. The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information are available at the registered office of the Company for the inspection.

17. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy https://www.tembo.in/wp-content/uploads/2021/12/VIGIL MECHANISM.pdf

18. RISK MANAGEMENT POLICY

Your Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in its day-to-day operations. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

19. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

20. POLICY ON CRITERIA FOR DETERMINING MATERIATJTYOFEVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality https://www.tembo.in/wp-content/uploads/2021/12/Policy for Determining Materiality of Events and Information for Disclosures.pd

21. AUDITORS > StatutoryAuditors

In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended), R. A. Kuvadia & Co, Chartered Accountants, were appointed as Statutory Auditor of your Company by the members at the 13 th Annual General Meeting of the Company held on 22nd December, 2023 at the Registered Office of the Company, to hold such office from the conclusion of 13thAGM till the conclusion of 17thAGM of the Company.

The firm was established in the year 1987 and rendering un-interrupted value added services to the incorporated bodies, reputed business houses and High Net worth (HNI) individuals. CA R. A. Kuvadia, Proprietor heads the Audit and Tax Department of the Firm. CA R. A. Kuvadia has been in practice since last 40 years & has vast experience of diverse industries.

The Board has duly examined the Statutory Auditorsâ Report to the accounts of the Company, which is self explanatory. The Auditorâs Report for financial year 2023-24 does not contain any qualification, reservation or adverse remarks. The observation of the Statutory Auditors on the financial statements have been suitably explained in the Notes to Accounts and does not require any further clarification.

REPORTING OF FRAUDS BY THE STATUTORY AUDITORS

Pursuant to Section 143(12) of the Act read with relevant Rules thereunder, there was no instance of fraud during the FY 2023-2024, which required the Statutory Auditors to report to the Audit Committee and / or Board. Therefore, there exists no details to be disclosed in this Boardâs Report pursuant to Section 134(3) of the Act

However, there is some Key audit matters as mentioned below:

Key Audit Matter Description

Auditorâs Response

Revenue Recognition as per Ind AS 115:

The Company recognizes revenues from sales including high seas sales when control of the goods is transferred to the customer at an amount that reflects the net consideration, which the Company expects to receive for those goods from customers.

In determining the sales price, the Company considers the effects of rebates and discounts. The terms of sales arrangements, including the timing of transfer of control, based on the terms of relevant contract and nature of discount and rebates arrangements, create complexities that require judgment in determining sales revenues.

Considering the above factors and the risk associated with revenue recognition, we have determined the same to be a key audit matter

Our audit procedures included, among others the following:

1. We read and evaluated the Companyâs revenue recognition policy and assessed its compliance in terms of Ind AS 115 âRevenue from contracts with customersâ. We assessed the design and tested the operating effectiveness of internal controls related to sales and applicable rebates/discounts.

2. We performed test for a sample of individual sales transaction by comparing the underlying sales invoices, sales orders and dispatch documents to assess that revenue is recognized on transfer of control over those goods to the customer, discount schemes as approved by the management to assess its accounting. We tested on a sample basis; sales transactions made prior to year-end and post-year end, and checked the period of revenue recognition with reference to underlying documents. We assessed the relevant disclosures made in the standalone Ind AS financial statements.

> Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, MDSA& Associates (FRN 156810W) Chartered Accountants, Mumbai were appointed as the Internal Auditors of the Company for the Financial Year 2023-24, who are acting independently.

MDSA& Associates (FRN 156810W) is a Chartered Accountancy firm based in Navi-Mumbai focused on Business, Financial & Tax Advisory, Audit and Compliance Services. They have developed a unique tech-driven approach to regular compliances and MSME lending. Their approach is driven by our senior management, a group of senior ex-bankers and professionals having an aggregate experience of more than 3 decades in project finance, business banking and tax advisory. CA Merrick D souza CA Sanika Aroskar Practicing Chartered Accountant is specialized in Audit and Tax Advisory. Associate Member of ICAI having experience of 4 years in rendering Audit and Taxation service. He has handled several assignments relating to Internal Audit, GST refund, GST department Audit, Statutory Audit and Other Tax Compliance services.

Secretarial Auditors

CS Gaurang Manubhai Shah, Practicing Company Secretaries, Membership No. 32581 and having Certificate of Practice Number 11953 were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 in form MR-3is annexed to this Report.

22. MAINTENANCE OF COST RECORDS AND COST AUDIT

In compliance with the requirements under the Companies Act, 2013, the Company is required to appoint a Cost Auditor for the financial year 2023-24. The Board is committed to ensuring that the Cost Audit is conducted by a qualified and competent professional. We are currently in the process of identifying and appointing the right Cost Auditor who meets our standards of expertise and professionalism. We expect to finalize this appointment shortly and will ensure timely compliance with all applicable provisions.

23. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

Tembo LLC is the subsidiary company of your Company. Tembo Projects Limited is the associate company of your Company and Tembo PES JV is the joint venture of your Company.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Associate Company are provided in Form AOC-1 which forms an integral part of this Annual Report as a part of Consolidated Financial Statements.

24. TNTERNALAUDTTCONTROLSANDTHETRADEQUACY

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director.

The internal Audit departments monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at allocations of the Company. Based on the report of internal audit functions, process owner undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

The Company has Internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

25. DETAILS OF STGNTFTCANT AND MATERTAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRTBUNALS TMPACTTNG THE GOTNG CONCERN STATUS AND COMPANYâS OPERATTONS TN FUTURE

There were no Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

26. EMPLOYEERELATTONS

The Company believes that the Human Capital is the strongest pillar of the Company and with same vision the Company continues to retain focus on core values of âTrust, Quality and Excellenceâ that drives the organization culture. The Company is focused on developing the practices to foster and strengthen the capability of human capital to deliver the critical outcomes and increasing the operational efficiency and capital productivity.

The talent being the backbone of the Company is the key strength, which has led the Company to achieve the positive results and various milestones in its journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success.

During the FY 2023-2024, employee satisfaction and involvement by fostering employee growth and development through training programs, career development and performance management systems, resulted in maintaining harmonious and cordial Industrial Relations.

27. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on armâs length basis as per the management representation certificate provided to auditor of the Company and do not attract the provisions of Section 188 of the Companies Act, 2013.

There are no materially significant transactions with the related parties during the financial year which are in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is not required. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.

29. POLICY ON RELATED PARTY TRANSACTIONS

During the year under review, all contracts or arrangements entered into by your Company with its related parties were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee and were in the ordinary course of business and on armâs length basis. Disclosure on transactions entered with Related Parties during the financial year 2023-24are also covered in the Notes to Financial Statements.

The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its Related Parties based on the Act, Clause 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other laws and regulations as may be applicable to the Company. The policy on related party transactions as approved by the Board is uploaded on the Companyâs website accessed at https://www.tembo.in/wp-content/uploads/2021/12/Policy for relate party transaction.pdf

30. MATERIAL CHANGES AND COMMITMENT TF ANY AFFECTTNG THE

FINANCIAL POSTTTON OF THE COMPANY OCCURRED BETWEEN THE END OF THE FTNANCTAL YEAR TO WHTCH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Detail of material changes and commitments affecting the financial position of the Company from thefinancialyearended31stMarch,2024tothedateofsigningofthisReport are as follows.

> The achievement of order by our Joint venture- PES JV for off shore jetty construction engineering project worth INR Rs.98,50,00,000 /- (Ninety-Eight Crore fifty Lakh Only).

> The Company bagged new orders, worth ? 2,41,00,00,000 (Rupees Two Hundred Forty One Crores only).

31. MATERTAL CHANGES AND COMMTTMENT TF ANY AFFECTTNG THE

FTNANCTAL POSTTTON OF THE COMPANY OCCURRED DURTNG THE YEAR UNDER REVTEW

The following events take place during the year under review that affect the financial position of the Company:

> Issuance Of Fully Convertible Warrants On A Preferential Basis To An Entity Belonging To The NonPromoter Category up to 1800000 (Eighteen Lakhs only) fully convertible warrants (âWarrantsâ) each convertible into, or exchangeable for, at an option of the Proposed Warrant Allottee, in one or more tranches, one Equity Share (pari- passu) of face value of INR 10/- (Indian Rupees Ten only) each, for cash at an issue price of INR 230/- (Indian Rupees Two Hundred and Thirty only) per Warrant (including a premium of INR 220/- per Warrant).

> Issuance Of Fully Convertible Warrants On A Preferential Basis To the individual Belonging To The Promoter Category on a preferential basis up to 584400 (Five Lakhs Eighty Four Thousand Four Hundred only) fully convertible warrants (âWarrantsâ)at an option of the Proposed Warrant Allottee, in one or more tranches, one Equity Share (pari- passu) of face value of INR 10/- (Indian Rupees Ten only) each, for cash at an issue price of INR 230/- (Indian Rupees Two Hundred and Thirty only) per Warrant (including a premium of INR 220/- per Warrant)

> Increase In the Borrowing Powers Of The Board Under Section 180 (1) (C) upto Rs. 200.00 Crore which in the ensuing Annual General Meeting proposed to be revised by Rs. 350 Crore.

> Increase In the Borrowing Powers Of The Board Under Section 180 (1) (A) upto Rs. 200.00 Crore which

in the ensuing Annual General Meeting proposed to be revised by Rs. 350 Crore.

> The association of the our company with Masah Specialized Construction established in 2007 âClass Aâ contractor. This company is formed under the laws of Saudi Arabia, bearing Business Registration Number 1010226472, with its registered address at Mahmood Rashad Street Al Rayyan, Riyadh, Saudi Arabia, The joint venture is signed on 26th January, 2023 by Mr. Shabbir Merchant and Mr. Sanjay Patel representing Tembo Global Industries Limited with Eng Mohammed Abdul Nayeem representing MASAH Specialized Construction Co Object of the company is to partner in new manufacturing factory unit along MASAH in Saudi Arabia with equity share (Masah 75% and Tembo25%) investment with latest technology and fully automatic machines/equipmentâs with full design support of energy management, data center solutions, technical support during pre-design tendering phase components and BMS system. Peer review and Audits/ Proof Checking, Value engineering, design basic concept drawings, efficient construction methods, for all types of construction buildings by MASAH in the Kingdom of Saudi Arabia.

> The company establish new branch in New Delhi at Krishna Nagar Delhi.

> The Company register with Trade Receivables Discounting System with A.TREDS to avail the services of Receivable Exchange of India Limited (RXIL) for e-discounting/electronic factoring services on its electronic platform TReDS (TReDS) as on 09th June, 2023.

> The Company has incorporated a company named âTembo PES JV Private Limitedâ register with Ministry of Economic Development, Maldives.

> The achievement of order from a public limited company amounting to Rs. 9.45 crores (Rupees Nine Crore Fourty Five Lakhs only) -civil contracting at Uran in Gas bottling plant expansion project of Bharat petroleum corporation Ltd.

> The achievement of EPC contract of value Rs.9.22 Cr, from Hindustan Rajasthan Refinery Limited (HRRL), Pachpadra, Rajasthan. The EPC contractor is Tata Projects Ltd and the project is piping works in VGO Unit

> Tembo Projects Limited are incorporated in India and registered with Registrar of Companies, Mumbai on January 20^th, 2024 and are yet to commence their business operations.

> Tembo Defense Products Private Limited are incorporated in India and registered with Registrar of Companies, Mumbai on February 13 th, 2024 for facilitating in finding a suitable technology partner from overseas for setting up arms manufacturing unit in India and to engage services of M/s India Law Offices LLP.

> To make an investment in our wholly owned foreign subsidiary âUNITED GLOBAL INDUSTRIES INC upto 13000 USD at 1 share for 0.001 0 amounting to 26% of the share capital of the foreign subsidiary

32. ANNUAL EVALUATION

In terms of the provisions of Section 178 of the Act read with Rules issued there under and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee, has formulated a frame work containing, inter-alia, the criteria for the performance evaluation of the Entire Board of the Company, its Committees and individual directors for financial year 2023-24.

The Boardâs functioning was evaluated on various aspects including inter alia degree of fulfilment of key responsibilities, Board structure & composition, role &accountability, management oversight, risk management, culture& communication, frequency and effectiveness of meetings.

The Committees of the Board were assessed on the basis of degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of the meetings. The performance evaluation of individual directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman of the Board was also carried out.

33. FAMILIARIZATION PROGRAMME

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment. Sessions are conducted in the meetings of the Board and its various Committees on the relevant subjects such as strategy, Companyâs performance, financial performance, internal financial controls, risk management, finance, human resource, statutory and regulatory Compliances etc. All efforts are made to keep the Independent Directors aware of major developments being taken place in the industry, the Companyâs business model and relevant changes in the law governing the Companyâs business. The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the Companyâs website at the linkhttps://www.tembo.in/.

34. TRANSFEROFAMOTTNTTOTNVESTOREDTTCATTONANDPROTECTTONFTTND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven consecutive years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

35. TNSTDERTRADTNGREGULATTONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures (Code), as approved by the Board from time to time, are inforcebytheCompany.TheobjectiveofthisCodeistoprotecttheinterestofshareholdersat large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of M/S Tembo Global Industries Limited at the time when there is unpublished price sensitive information (https://www.tembo.in/wp-content/uploads/2022/03/Code-of-Insider-Trading.pdf).

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

We are pleased to announce that during the financial year 2023-24, the Company has achieved a turnover that exceeds the threshold specified under Section 135 of the Companies Act, 2013, thereby attracting the provisions related to Corporate Social Responsibility (CSR). In compliance with the requirements, the Board of Directors has constituted a CSR Committee to oversee and guide the Company''s CSR activities. The Committee is currently in the process of identifying suitable NGOs and other initiatives where we can contribute the CSR funds effectively, aligning with our commitment to social and community development.

37. ANNUAL RETURN

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on 31^stMarch, 2024 will be available on the website of the Company at the linkhttps://www.tembo.in/temboglobal/investors/.

38. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the Directors of the Company, to the best of their knowledge and belief confirm that:

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

b. such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the 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 internal financial controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR ALONG WTTH ITâS STATUS AT THE END OF THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with itâs status at the end of the financial year

40. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts)Rules,2014.

Conservation of Energy:

The Companyâs core activity is pipe support hanger and related which is civil engineering consuming sector. The Company is making every effort to conserve the usage of civil engineering also the Company is trying to save electricity.

Technology Absorption (R&D, Adaptation and Innovation)

Efforts, in brief, made towards technology absorption, adaptation and innovation:

Continuousresearchtoupgradeexistingproductsandtodevelopnewproductsandservices.

To enhance its capability and customer service the Company continues to carry out R & D activities in house.

â¢ Benefits derived as a result of the above efforts:

â¢ Introduction of new and qualitative products.

â¢ Upgrade of existing products.

Future plan of action:

TEMBO GLOBAL will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows are as follows:

		(Amount in Rupees)
Particulars	2023-24	2021-22
Foreign Exchange Earnings	76,45,42,923.00	75,74,42,749.00
Foreign Exchange Outgo	15,927,466.00	15,927,466.00
Foreign Exchange Gain	5,010,095.00	7,450,65-6.55

41. ACKNOWLEDGMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers. Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companyâs goals.

Mar 31, 2023

The Directors delightfully presents the 13^thAnnual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHT

Particulars	2022/23	2021/22	2020-21
Revenue from Operation	2,498,164,125	1,732,598,755	1,046,240,980
Other Income	4,364,414	21,880,932	1,391,944
Total Income	2,502,528,540	1,754,479,688	1,047,632,924
Operating, Depreciation and Other Expenses	2,389,610,511	1,666,159,689	978,054,758
Administrative and Finance Cost	33,837,032	42,452,027	23,033,675
Total Expenses	2,423,447,543	1,708,611,716	1,001,088,433
Profit before Tax and prior period items	79,080,996	45,867,972	46,544,491
Less: Prior Period Expenses	-	-	(257,931)
Profit before Tax	79,080,996	45,867,972	46,286,560
Less: Provision for Current Tax	21,568,000	12,000,000	12,400,000
Provision for Deferred Tax	707,798	583,967	655,305
Income Tax for earlier year	-	-	127,724
Profit After Tax	58,220,794	34,451,938	34,349,145

2. STATE OF COMPANYâS FINANCIAL AFFAIRS:-

During the year under review your Company''s turnover of âRs. 2,498,164,125 in the current year 2022-23 compared to Rs.1,732,598,755 â in the previous fiscal year 2021-22, registering an increase. The Turnover of the Company for the year under review is stable.

The Board has taken all necessary steps to expand its activities by making new technologies andinnovations and also by adding new services and products.

3. NATURE OF BUSINESS

Your Company was incorporated as SAKETH EXIM PRIVATE LIMITED under the Companies Act, 1956 vide Certificate of Incorporation dated June, 16 2010 issued by the Registrar of Companies, Maharashtra,

Mumbai, India. Further, Your Company was converted from Private Limited to a Public Limited Company vide shareholder''s resolution dated December 07, 2017 and consequently the name of your Company was changed to -SAKETH EXIM LIMITED! pursuant to a Certificate of Incorporation dated December 19^th , 2017. The name of the company was change to avail the benefit of aligning with the company famous brand âTEMBO! which is globally familiar brand. Consequently the name of your Company was changed to âTEMBO GLOBAL INDUSTRIES LIMITED! pursuant to The Fresh Certificate of Incorporation dated March 13^th; 2020.The Corporate Identification Number (CIN) of my Company is L24100MH2010PLC204331. TEMBO GLOBAL INDUSTRIES LIMITED is in the business of vide range of production Our Company has a varied product portfolio and a wide scope including jobbing, machining, manufacturing and fabrication of various engineering goods, steel products, nuts, bolts, various types of clamps, saddle hose clamps, various types of hangers, various types of Bolts etc. Further our product portfolio includes all types of bathroom pipes, fittings, bathroom accessories and sanitary wares These products are used in the applications for Fire fighting, Plumbing, HVAC, Mechanical and Electrical Installations.

4. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

The companyâs investment in its subsidiary/associate â

1. Saketh Seven Star Industries Limited is 15.40% Share Capital of 750000 share @ Rs.10/- amounting to Rs. 75,00,000/-; in the financial year 2022-23

2. Tembo Global LLC up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the financial year 2022-23

3. Tembo USA INC with identification number 0450444698. The company was incorporated on 13^thDecember, 2019. The cost incurred for formation is $1000.- this company is dissolved as on 28^th May, 2022.

4. United Global Industries INC with identification number 1151696000002. The company was incorporated on 15 May 2022. The cost incurred for formation is $1000.- this company is dissolved.

5. DTVTDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting paymentof final dividend of 15% per equity share (Rs.1.5/- per equity share) for the financial year ended March, 2023. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members on 15^th December, 2023 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

6. LISTING

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 13^thAugust, 2018. The Equity Shares of the Company are listed on NSE Limited w.e.f. 23^rd April, 2021. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

7. DEMATERTALTSATTON OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with the depositories as mentionedbelow:-

1. NSDL - National Securities Depository Limited

2. CDSL - Central Depository Services LtdThe ISIN No. allotted is INE869Y01010.

8. THE BOARD AND KMP :(a) Composition of the Board of Directors :

The Company has following composition of the Board

1. Mr. Sanjay Jashbhai Patel Managing Director and Executive Director

2. Ms. Fatema Shabhir Kachwala Executive and Non Independent Director

3. Mr. Jasbir Singh Anand Independent Director Non-ExecutiveDirector''

4. Mr. Jehan Darayus Variava Independent Director Non-Executive Director

5. Mrs. Smita Sanjay Patel Non executive and Non Independent Director (Appointed as Additional Director on 30^th January, 2023)

6. Mr. Raman Talwar Additional Executive Director (Appointed as Additional Director on 13^thMarch, 2023)

7. Mr. Kaushik Waghela Additional Executive Director (Appointed as Additional Director on 13^thMarch, 2023)

8. Mr. Karan Shinde Additional Independent Director and Non-Executive Director'' (Appointed as Additional Director on 13^th March, 2023)

9. Mr. Prakash Sanjay Karpe Additional Independent Director and Non-Executive Director'' (Appointed as Additional Director on 13th March, 2023)

10. Mr. Shabbir Huseni Merchant Additional Non executive Director and Non Independent Director (Appointed as Additional Director on 14^th July, 2023)

11. Ms. Saloni Sanjay Pate CFO(KMP)

12. Ms. Tasneem Husain Marfatia Company Secretary (KMP)

Pursuant to the provisions of Sections 149 and Section 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Jehan Darayus Variava (DIN: 07825744), Mr Jasbir Singh Anand (DIN: 08017248), re- appointed and continue as Independent Directors of the Company.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in

Section 149(6) of the Act.

(b) Retirement by Rotation:-

In terms of Section 152 of the Companies Act, 2013 Mr. Shalin Sanjay Patel (DIN: 08579598), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtainedfrom all the Directors in this regard.

There is change in appointment of Key Managerial Personnel during the Financial Year 2022-23 as stated below:-

Sr.

No.

Name

Date of Appointment

Date of cessation

Mr. Shabbir Huseni Merchant

20/12/2017

01/07/2023

Ms. Saloni Sanjay Patel

01/07/2023

9. DISCLOSURE_UNDER SEXUAL HARAASSMENT OF WOMEN ATWORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013. :-

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment

During the year ended 31^st March, 2023, the Company has not received any complaint pertaining to sexual harassment.

10. DETAILS OF REMUNERATION TO DTRECTORS:-

11. DECLARATION BY INDEPENDENT DIRECTORS:-

Every Independent Director, at the first meeting of the Board in which he participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives a declaration that he meets the criteria of independence as provided under law.

12. DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to section 197(12)of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure.

13. COMMITTEES OF THE BOARD

Currently, the Board has Six Committees The Audit Committee, Nomination & Remuneration Committee,

Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Internal Complaints Committee, Sexual Harassment Committee, Disaster Management committee. All Committees, except the Corporate Social Responsibility Committee, Internal Complaints Committee and, Sexual Harassment Committee consist of Independent Directors. Disaster Management committee was formed to tackle with the COVID19 situation and reopening of the factory and office of the company.

(a) Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member	Designation
MR. JASBIR SINGH JASWANT SINGH ANAND	Chairman
MR. JEHAN DARAYUS VARIAVA	Member
MRS. FATEMA S. KACHWALA	Member

The role of the Audit Committee shall include the following:

1. Oversight of my Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by the statutoryauditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to my Board for approval, with particular reference to:

(a) Matters required to be included in the Director''s Responsibility Statement to be included in our Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to my Board for approval;

6. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

7. Approval or any subsequent modification of transactions of the listed entity with relatedparties;

8. Scrutiny of inter-corporate loans and investments;

9. Valuation of undertakings or assets of the listed entity, wherever it is

10. Evaluation of internal financial controls and risk management systems;

11. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

12. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

15. Discussion with statutory auditors before the audit commences, about the nature and scopeof audit as Ill as post-audit discussion to ascertain any area of concern;

16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

17. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

19. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

(b) Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required underCompanies Act,

2013 and was re-constituted on 30^th January, 2023. The Composition of the Committee is as under:

Name of the Member	Designation
MR. JASBIR SINGH JASWANT SINGH ANAND	Chairman
MR. JEHAN DARAYUS VARIAVA	Member
MRS. SMITA SANJAY PATEL	Member

(change due to appointment of Mrs. Smita Sanjay Patel as on 30^th January, 2023)

In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining the qualifications, attributes and Independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management. In line with the requirement, the Board has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Managementwhich is as follows.

Objectives of the Policy

The objectives of this policy are as detailed below:

â¢ To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

â¢ The policy also addresses the following items: Committee member qualifications; Committee member appointment and removal; Committee structure and operations; and Committee reporting to the Board.

â¢ To formulate the criteria for evaluation of performance of all the Directors on the Board;

â¢ To devise a policy on Board diversity; and

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

â¢ Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent Directors.

â¢ To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company''s goals.

Remuneration Policy

- The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Compensation philosophy is to align Directors and Tembo Global Minds with the business objectives, so that compensation is used as a strategic tool that helps the company to recruit, motivate and retain highly talented individuals who are committed to my core values. We believe that our compensation programs are integral to achieving our goals. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Chairman, Managing Director

and other Executive Directors. Annual increments are decided by the Nomination & Remuneration Committee within the salary scale approved by the Board and Shareholders.

(c) Stakeholder Relationship Committee:- The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (âRegulations!).

The Composition of the Committee is as under:

Name of the Member	Designatio n
MR. JASBIR SINGH JASWANT SINGH ANAND	Chairma n
MR. SANJAY JASHBHAI PATEL	Member
MRS. FATEMA S. KACHWALA	Member

Set forth below are the terms of reference of my Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders, debenture holders and other security

holders;

2. Redressal of grievances of the security holders of my Company, including complaints in respect of

transfer of shares, non-receipt of declared dividends, balance sheets of my Company, etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of equity shares, debenturesor any

other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements as and when amended

from time to time.

Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling, reporting andsolving.

(d) Corporate Social Responsibility Committee:

- The Corporate Social Responsibility Committee was constituted by our Directors vide resolution dated December 29, 2020 pursuant to section 135 of the Companies Act, 2013 and was re-constituted on 30^thJanuary, 2023.

- The Composition of the Committee is as under:

Name of the Member

Designation

MRS. SMITA SANJAY PATEL	Chairman
MR. JASBIR SINGH JASWANT SINGH ANAND	Member
MR. JEHAN DARAYUS VARIAVA	Member

(change due to appointment of Mrs. Smita Sanjay Patel as on 30^th January, 2023)

The terms of reference, powers and scope of the Corporate Social Responsibility Committee of our Company is in accordance with Section 135 of the Companies Act, 2013.

The Objectives of the Policy

This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other rules, regulations, circulars, and notifications (collectively referred hereinafter as₌Regulations₌) as may be applicable and as amended from time to time and will, inter-alia, provide for the following:

â¢ Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage ofCompanyâs profits for social projects.

â¢ Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting

â¢ Creating opportunities for employees to participate in socially responsible initiatives.

Set forth below are the terms of reference of my Corporate Social Responsibility Committee.

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate

the activities to be undertaken by the Company as specified in Schedule VII as amended from time to time;

2. To recommend the amount of expenditure to be incurred on the activities referred to in clause (a)

subject to the limit provided under Section 135 of the Companies Act;

3. To monitor the corporate Social Responsibility Policy of our Company from time to time;

4. To institute a transparent monitoring mechanism for implementation of the CSR projects or programs

or activities undertaken by the Company;

5. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after

approval of the Board of Directors or as may be directed by the Board of Directors from time totime.

(e) Internal Complaints Committee:-

The Internal Complaints Committee was constituted by our Directors vide resolution dated December 26,

2018 and was re-constituted on 30^th January, 2023.

The Composition of the Committee is as under:

Name of the Member	Designation
MRS. SMITA SANJAY PATEL	Chairman
MRS FATEMA S KACHWALA MEMBER	Member
MR. JEHAN DARAYUS VARIAVA	Member

(Change due to appointment of Mrs. Smita Sanjay Patel as on 30^th January, 2023)

Term of Reference of the Internal Complaints Committee of our Company include the formulation, recommending to the Board, a Grievance Redressal policy which shall indicate the activities to be undertaken by our Company to provide the employees with an easy and accessible mechanism for settlement of their individual grievances and adopt measures for expeditious settlement of the grievances. Grievances should be addressed in a sensitive manner to avoid any potential backlash to the aggrieved employee and care should be taken to prevent the spread of malicious gossip or rumors.

(f) Sexual Harassment Committee:-

The Sexual Harassment Committee was constituted by our Directors vide resolution dated December 26, 2018 and was re-constituted on 30^th January, 2023.

The Composition of the Committee is as under:

Name of the Member	Designation
MRS. SMITA SANJAY PATEL	Chairman
MRS FATEMA S KACHWALA MEMBER	Member
MR. JEHAN DARAYUS VARIAVA	Member

(Change due to appointment of Mrs. Smita Sanjay Patel as on 30^th January, 2023)

Term of Reference of the Sexual Harassment Committee of our Company include the formulation, recommending to the Board, a Sexual Harassment policy which shall indicate the activities to be undertaken by our Company to ensure that all employees maintain appropriate standards of business and personal conduct with colleagues, clientsand with the public at large.

The Objectives of the Policy

This Policy shall be read in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy operates through informal processes normally involving an intermediary means for resolving a problem. In the case of Sexual Harassment, at first instance, the person (i.e. HOD / HR / Woman representative of the location) may be the point of first contact for anyone seeking informal support/intervention to stop unwelcome behavior. A sense of restraint and responsibility on the part of all concerned is critical for the effective functioning of these

guidelines. The preventive / informal process that can be adopted is as follows:

1. Convey to the person who is the cause of distress, about what that person''s actions, words, behavior is doing and convey in no uncertain terms that such behavior is not appreciated. What is important is the -WayII a particular behavior, action or word is perceived; -Intentll is of no consequence.

2. The second step would be to approach someone within the company â preferably your Superior or HR Representative. The Superior or HR Representative would then try and counsel / talk it over with a view towards closing the matter amicably.

3. In any case all such incidents along with the resolution, needs to be reported to the Head of HR who will then provide a short report to the Internal Complaints Committee and the matter will be closed.

4. However, in the event of it not being resolved, then it would need to be escalated to the Internal ComplaintsCommittee.

In the event of the complaint, not being resolved through informal mechanism, then it would need to beescalated to the Internal Complaint Committee for redressal.

1. It is the obligation of all employees to report sexual harassment experienced by them personally. A concerned co-worker may also inform the Complaints Committee of any instance or behavior of sexual harassment by a co-worker towards another employee.

2. The concerned employee shall give his complaint in writing to any of the committee member giving detailsof the incident within a week of its occurrence.

3. Once the complaint is received, it will be kept strictly confidential.

4. The person accused will be informed that a complaint has been filed against him/her and no unfair acts of retaliation or unethical action will be tolerated. The Committee shall ensure that a fair and just investigation isundertaken immediately.

5. Both the complainant and the alleged accused initially will be questioned separately with a view to ascertain the veracity of their contentions. If required, the person who has been named as a witness will need to providethe necessary information to assist in resolving the matter satisfactorily.

6. The Chairperson after studying the report & discussion with the Committee members shall submit her recommendation to the Executive Director within 10 days of completing the inquiry.

7. The complainant and the accused shall be informed of the outcome of the investigation. The investigation shall be completed within 3 months of the receipt of the complaint. If the investigation reveals that the complainant has been sexually harassed as claimed, the accused will be disciplined accordingly. The implementation of the recommendation of Internal Complaint Committee by

Executive Director should be done within 30 days of receipt of such recommendation.

14. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly,the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions ofSection 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Any incidents that are reported are investigated and suitable action taken in line with the Whistle Blower Policy (https://www.nut-

clamps.com/uploads / investor/Policy_for_Wristle_blower.pdf)

15. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis.

16. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (-Regulations!) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

17. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality (https://www.nut-clamps.com/uploads/investor/Policy_for_Determining_Materiality_of_Events_and_Information_for_Disc losures.pdf).

18. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

In order to prevent Sexual Harassment of Women at Workplace a new act âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20131 has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted âAnti-Sexual Harassment Policy! constituted âRedressed Committee! as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act,2013.

During the year under review, no complaint of harassment at the workplace was received by the Committee (https: / / www.nut-clamps.com/uploads/investor / Prevention_of_Sexual_Harassment.pdf).

19. AUDITORS :

(a) Statutory Auditors:-

R. A. Kuvadia & Co, Chartered Accountants, the Statutory Auditor of the Company be and is hereby given their consent to act as a Statutory Auditor of the company to hold the office for Financial Year 2022-23 to 2027-28 subject to confirmation in every year AGM

In this regard the Company has received certificate from the Auditors to the effect that if they are appointed itwould be in accordance with the provisions of section 141 of the Companies Act, 2013.

Accordingly, proposal for their appointment as Statutory Auditors is being placed before the shareholdersfor approval at the 13th Annual General Meeting.

(b) Internal Auditors:-

MDSA& Associates (FRN 156810W) Chartered Accountants, Mumbai were appointed as the Internal Auditors of the Company for the Financial Year 2022-23, who are acting independently.

The Board proposes to appoint them as Internal Auditors for the Financial Year 2023-24. The InternalAuditorâs Report is to be submitted directly to the Chairman of the Board of Directors.

MDSA& Associates (FRN 156810W) is a Chartered Accountancy firm based in Navi-Mumbai focused on Business, Financial & Tax Advisory, Audit and Compliance Services. We have developed a unique tech-driven approach to regular compliances and MSME lending.

Our approach is driven by our senior management, a group of senior ex-bankers and professionals having an aggregate experience of more than 3 decades in project finance, business banking and tax advisory.a.

CA Merrick Dsouza CA Sanika Aroskar Practicing Chartered Accountant is specialized in Audit and Tax Advisory. Associate Member of ICAI having experience of 4 years in rendering Audit and

Taxation service. He has handled several assignments relating to Internal Audit, GST refund, GST department Audit, Statutory Audit and Other Tax Compliance services.

(c ) Secretarial Auditors:-

CS. Gaurang Manubhai Shah, Practicing Company Secretaries, Membership No. 32581 and Certificate Practice Number 11953 were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022 - 23 form part of the Annual Report as Annexure to the Board Report. As the Board is satisfied with the performance of the Secretarial Auditor, the Board proposes to appoint same as Secretarial Auditor for the Financial Year 2023-24 also.

20. AUDITORSâ REPORT (a) Statutory Audit Report

M/s R. A. Kuvadia & Co., Chartered Accountants, Mumbai, Firm Registration Number 105487W have issued their Report for the Financial Year ended 31st March 2023.

The Statutory Auditors not have observed any qualification in their report.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section 148(1) of theCompanies Act, 2013, for any of the services rendered by the Company.

(b) Secretarial Audit :-

A Secretarial Audit Report given by CS Gaurang shah, Company Secretary is annexed with the report and is enclosed as Annexure.

1. Tembo USA INC (w.e.f 13.12.2019) has been dissolved on 28^th May, 2022.

(Note: No foreign investment payment made by company till date as per management confirmation letter).

2. The Companyâs shareholding in Saketh Seven Star Industries Limited (formerly known as Saketh Seven Star Industries Private Limited) is 15.40% during the year 2022-23

3. The company has invested in its newly incorporated subsidiary with effect from 16th June, 2020

âTembo Global LLC ,Equity investment up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the financial year 2020-21. Loan payment made up to 50000 USD in 2021-22 has been repaid by the subsidiary on 15^th October, 2022. No other payment is made during the year 2022-23

4. The company has formed and incorporated a new foreign subsidiary United Global Industries INC in

Cypress TX, USA 77 433.

(Note: No foreign investment payment made by company till date as per management confirmation letter). Board comment:

1. As the registered agent of the company demised, the company has been dissolved.

2. The holding of the company in Saketh Seven Star Industries Private Limited is 15.40% during the financial year 2022-23 and there is no fresh issue made by the company during the year.

3. The company incorporated newly subsidiary on 16th June, 2020 âTembo Global LLC and made Equity investment up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the financial year 2020-21 and Loan payment made up to 50000 USD USD in 2021-22, has been repaid by the subsidiary on 15^th October, 2022. No other payment is made during the year 202223.

4. As the payment for initial capital is not time bound in accordance with the Cypress TX, Law were the subsidiary United Global Industries INC is incorporated. Hence the payment against the Capital is not made during the year.

21. MANAGEMENT DISCUSSION ANALYSTS

Management Discussion & Analysis is given as an Annexure A

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

8. Strict Compliances

9. Talent Management, Leadership Development, and Talent Retention.

10. Learning and Development

22. CREDIT & GUARANTEE FACTT TTTES:-

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from Bank ofIndia, from time to time for the business requirements.

23. INTERNAL AUDTT CONTROLS AND THETR ADEQUACY

1. The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire

spectrum of internal financial controls.

2. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the auditcommittee of the Board and to the Chairman and Managing Director.

3. The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

24. CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate report on Corporate Governance forms an integral part of this report as Annexure.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

25. DETAILS OF STGNTFTCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOTNG CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting thegoing concern status and Company''s operations in future.

26. DEPOSITS FROM PUBLIC

The Company has not accepted any Deposits within the ambit of Section 73 of the Companies Act, 2013 andThe Companies (Acceptance of Deposits) Rules, 2014.

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTTON.186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

28. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. The same is separately attached with Audit Report.

29. INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

30. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm''s length pricing basis as per the management representation certificate provided to auditor of the company and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which Ire in conflict with the interest of the Company and hence, enclosing of form AOC- 2 is not required, Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notesto the Financial Statements.

Policy on Related Party Transactions

1. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

2. The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act, Clause 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other laws and regulations as may be applicable to the Company. The policy on related party transactions as approved by the Board is uploaded on the

Company''s website accessed at_https://www.tembo.in/wp-

content/uploads/2021/12/Policy for relate party transaction.pdf

32. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure to the Director''s Report.

33. MATERIAL CHANGES AND COMMITMENT TF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31st March, 2023 to the date of signing of the Director''s Report.

34. TRANSFER OF AMOUNT TO UNPAID DIVIDEND ACCOUNT

The declared dividend for the previous financial year 2021-22 of Rs.1.2/- per share wholly paid and there wasno unpaid dividend left to be transferred to Unpaid Dividend Account.

35. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

36. LISTING WITH STOCK EXCHANGES

At present the equity shares of the Company are listed on the Main Board Platform of National

Stock Exchange at Mumbai on 23^rd April, 2021. The Company confirms that it shall pay Annual Listing Fees due tothe National Stock Exchange for the year 2022-23 and 2023-24.

37. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures (_Codeâ), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of M/S Tembo Global Industries Limited at the time when there is unpublished price sensitive

information (https://www.tembo.in/wp-content/uploads/2022/03/Code-of-Insider-Trading.pdf).

38. DEPOSITORY SYSTEM

As the Members are aware, Your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE188Y01015.

39. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 is appended as Annexure - 7 to the Board''s Report.

40. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the Company,

(a) In preparation of the Annual Accounts for the financial year ended 31st March 2023, the applicable Accounting Standards have been followed along with proper explanation to material departures; As per Companies (Indian Accounting Standards) Rules, 2015 and vide Notification dated February 16, 2015, IND AS is applicable to the company for the Financial year 2022-23 as the company migratedfrom SME merge platform to Main Board on 23^rd April, 2021.

(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit or loss ofthe Company, for that period. Three year Financial have been restated so as to comply with the requirement of financial reporting under IND AS.

(c) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(d) The Directors have prepared the Annual Accounts of the company on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

41. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFORETGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read withthe Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

(i) Continuous research to upgrade existing products and to develop new products and services.

(ii) To enhance its capability and customer service the Company continues to carry out R & D activities inhouse.

2. Benefits derived as a result of the above efforts:

(i) Introduction of new and qualitative products.

(ii) Upgrade of existing products.

3. Future plan of action:

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo duringthe year in terms of actual Outflows:-

(Amount in Rupees)
Particulars	2022-23	2021-22
Foreign Exchange Earnings	75,74,42,749.00	68,59,58,843.00
Foreign Exchange Outgo	15,927,466.00	16,723,705.00
Foreign Exchange Gain	7,450,656.55	10,289,092.95

42. POST BALANCE SHEET EVENTS

The Company has not indulged in any activity pursuant to the provisions of the Companies Act 2013 and

Rules made there under after the Board Meeting held on May 28*, 2023.

43. ACKNOWLEDGMENTS

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