Dear Members,

The Board of Directors take pleasure in presenting the 03rd (Third) Board's Report together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Company's financial performance for the year ended March 31, 2026 is summarized as below:

(Amount in Rs. In Lakhs)

COMPANY PERFORMANCE OVERVIEW:

During the financial year 2025-26, revenue from operations on a standalone basis stood at Rs.12,259.77/- Lakhs as against Rs.10,651.27/- Lakhs in the previous year 2024-25 registering a growth of 15.10%. The total expenditure of the company was Rs.11,052.95/- Lakhs (on Standalone basis) as against Rs. 9,331.96/- Lakhs in the previous year 2024-25 registering a growth of 18.44% and Profit before exceptional items and tax for the current year is Rs.1,358.77/- as against Rs. 1,527.06/- in the previous year 2024-25 registering a growth of -11.02% and Profit after tax for the current year is Rs.1,028.29/- Lakhs as against Rs.1,173.37/- Lakhs in the previous year 2024-25 registering a growth of -12.36%.

During the financial year 2025-26, revenue from operations on a consolidated basis is Rs.14,557.40/- Lakhs as against Rs. 12,220.50/- Lakhs in the previous year 2024-25 registering a growth of 19.12%. The total expenditure of the company was Rs.12,850.08/- Lakhs (on Consolidated basis) as against Rs.10,613.74/- Lakhs in the previous year 2024-25 an increase of 21.07%. Profit before exceptional items and tax for the current year is Rs.1,785.46/- Lakhs as against Rs. 1,696.09/- in the previous year 2024-25 registering a growth of 5.27%. Profit after tax for the current year is Rs. 1,317.68/- Lakhs as against Rs. 1,210.11/- Lakhs in the previous year 2024-25 registering a growth of 8.89 %.

There has been no change in the legal status of the Company during the year under review. The Company continues to operate in the same class and category as in the previous year. The financial year of the Company remains unchanged. The Company continues to follow the financial year commencing on 1st April and ending on 31st March, in accordance with the provisions of the Companies Act, 2013.

The Company has not undertaken any major capital expenditure programmes during the year. The existing infrastructure and resources were considered adequate to support its operations, with only routine expenditure incurred towards maintenance and operational efficiency.

No acquisition, merger, expansion, modernization, or diversification activities were undertaken during the year under review. The operations of the Company continued in the normal course of business without any structural or strategic changes. The Company has not acquired, assigned, or developed any material Intellectual Property Rights during the year under review.

BUSINESS OUTLOOK:

The Company is specialised in Pressure Die Casting, precision Machining of both Ferrous and Non-Ferrous materials, Induction heating & quenching. Currently, the company is engaged in manufacturing of various auto components including Engine Mounting Support Brackets, Transmission Mounts, Fork Shift and Housing, Armature – Steering Wheel, Electrical Connectors, YFG Base Frame (Right-hand drive side/Left-hand drive side), Housing, Top Cover.

Considering the increased expenditure in infrastructure development and overall growth in the economy, the company expects substantial increase in its order book which will reflect in both revenue and profits going forward.

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

DIVIDEND:

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2025-26.

In order to bring transparency pertains to declaration of dividend and protect the interests of shareholders, the company has adopted a Dividend Policy and the same has been displayed on the Company's website at link https://www.thaai casting.com/wp-content/uploads/2025/10/Dividend-Distribution-Policy.pdf#toolbar=0

UNCLAIMED DIVIDEND:

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

TRANSFER TO RESERVES:

The Board has decided to retain the entire profits for the financial year 2025-26 in the distributable retained earnings of the Company. Accordingly, no amount is proposed to be transferred to the reserves

QUALITY ASSURANCE:

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level. We are having Quality Approval from the department of ISO and our products are as per specification and standards set by the Department. The followings are the awards & certifications conferred to the company from time to time, which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products;

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

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

MATERIAL EVENTS DURING THE YEAR:

The following are the significant events taken place during the year under review:

a) Increase in Authorised Share Capital:

Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on August 01, 2025, the authorised share capital of the Company was increased from -25,00,00,000 (Twenty Five Crores) to -32,50,00,000 (Thirty Two Crores Fifty Lakhs) to facilitate the proposed preferential issue of securities.

b) Alteration of Memorandum of Association:

During the year, the Capital Clause of the Memorandum of Association of the Company was altered with the approval of the shareholders at the Extraordinary General Meeting held on August 01, 2025, consequent to the increase in the authorised share capital of the Company from -25,00,00,000 (Twenty Five Crores) to -32,50,00,000 (Thirty Two Crores Fifty Lakhs) Only).

c) Alteration of Articles of Association:

During the year, Articles of Association was altered for inclusion of Clause 103 for issuance of warrants/convertible warrants by way of Special Resolution with the approval of the shareholders at the Extraordinary General Meeting held on August 01, 2025.

d) Preferential Issue of Equity Shares, Compulsorily Convertible Debentures(CCD) and Convertible Warrants:

Pursuant to the approval of the Shareholders at their Extra Ordinary general Meeting held on August 01, 2025, and subsequent approval of the Board of Directors at their meeting held on September 04, 2025 & September 05, 2025, the Company completed its maiden preferential issue by allotting:

- 12,11,837 Equity Shares of face value -10/- each at an issue price of -101/- per equity share (including a securities premium of -91/- per equity share);

- 15,30,963 12% Unsecured Compulsorily Convertible Debentures (CCD) at an Issue Price of -101/-per Compulsorily Convertible Debentures(CCD) to be converted into same proportion of Equity shares within 18 months of allotment; and

- 15,00,000 Convertible Warrants, each carrying a right to subscribe to one equity share of face value -10/- at an issue price of -101/- per warrant (including a warrant premium of -91/- per warrant) to be converted into same proportion of Equity within 18 months form the date of allotment in one or more trenches.

Consequent to the allotment of 12,11,837 equity shares, the paid-up equity share capital of the Company increased from -23,12,96,000 comprising 2,31,29,600 equity shares of -10/- each, to -24,34,14,370 comprising 2,43,41,437 equity shares of -10/- each.

In accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Compulsorily Convertible Debentures (CCD) holders paid 100% of the issue price at the time of allotment on September 04, 2025. It is to be converted within a period of 18 months from the date of allotment upon receipt of mutual discussion of Management and Compulsorily Convertible Debentures (CCD) holder, the Compulsorily Convertible Debentures (CCD) shall be converted into equity shares in the ratio of one equity share for every one Compulsorily Convertible Debentures (CCD).

In accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the warrant holders paid 25% of the issue price at the time of allotment on September 05, 2025. The balance 75% of the issue price is payable upon exercise of the warrants within 18 months from the date of allotment. Upon receipt of the balance consideration, the warrants shall be converted into equity shares in the ratio of one equity share for every one warrant.

CHANGE IN NATURE OF THE BUSINESS:

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

SHARE CAPITAL:

During the financial year under review, the authorised share capital of the Company was increased from -25,00,00,000 divided into 2,50,00,000 equity shares of -10/- each to -32,50,00,000 divided into 3,25,00,000 equity shares of -10/- each, pursuant to the approval of the shareholders at the Extraordinary General Meeting held on August 01, 2025.

During the year, the Company also completed a preferential issue of Equity Shares, Compulsorily Convertible Debentures (CCD) and Convertible Warrants, pursuant to which the issued, subscribed and paid-up equity share capital increased from -23,12,96,000 divided into 2,31,29,600 equity shares of -10/- each to -24,34,14,370 divided into 2,43,41,437 equity shares of -10/- each. Details of the preferential issue, including the allotment of 12,11,837 Equity Shares, 15,30,963 12% Unsecured Compulsorily Convertible Debentures (CCD) and 15,00,000 Fully Convertible Warrants, are provided under the section "Material Events During the Year" forming part of this Report.

Apart from the above changes, there was no other change in the authorised, issued, subscribed or paid-up share capital of the Company during the financial year under review.

The Company further confirms that during the year under review it has not:

i) issued any shares, debentures, bonds or other convertible or non-convertible securities, other than the equity shares, Compulsorily Convertible Debentures (CCD) and convertible warrants referred to above issued equity shares with differential rights as to dividend, voting or otherwise;

ii) issued any sweat equity shares or ESOPs to its directors or employees;

iii) made any change in voting rights;

iv) reduced its share capital or bought back shares;

v) changed the capital structure resulting from restructuring; and

vi) failed to implement any corporate action.

The Company's securities were not suspended for trading during the year since its listing

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE:

During the financial year ended March 31, 2026, the Company raised an aggregate amount of -31.49/- Crores through the preferential issue of equity shares, compulsorily convertible debentures and convertible warrants. Pursuant to the allotment, the equity shares issued under the preferential issue were listed and admitted to trading on the NSE EMERGE Platform of the National Stock Exchange of India Limited.

The proceeds of the preferential issue have been utilised and are being utilised for the purposes stated in the Notice convening the Extraordinary General Meeting and the Private Placement Offer-cum-Application Letter (PAS-4), in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Board confirms that, as on the date of this Report, there has been no deviation or variation in the utilisation of the proceeds of the preferential issue from the objects stated in the Notice convening the Extraordinary General Meeting and the Private Placement Offer-cum-Application Letter (PAS-4).

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

BORROWINGS:

As at March 31, 2026, the Company has total borrowings of -11478.40/- Lakhs, comprising secured as well as unsecured loans out of which loans from Director outstanding balance stands as Rs.47.62/-Lakhs which is within the limit. The director from whom money is received have furnished to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others. These borrowings were availed in the ordinary course of business and were primarily utilised for meeting the Company's working capital requirements.

The details of the borrowings are disclosed under the head "Long-Term Borrowings" and "Short-term Borrowings" in Note No. 6 and 9 of Notes to the Financial Statements.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans made any Investments, given any Guarantees and provided any Securities during the Financial Year falling within the purview of Section 186 of the Companies Act, 2013, except loans & Corporate Guarantee given to its wholly owned subsidiary Thaai Induction & Nitriding Private Limited. The details of the same have been provided under Note. 15 of the Notes to financial statements.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT:

During the financial year under review, the Company has not entered into any materially significant related party transactions. All the transactions with related parties during the year were on arm's length basis and in the ordinary course of the business. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

The policy on materiality of related party transactions and dealing with related party transactions ("RPT Policy") formulated by the Board as last amended on May 28, 2025 can be accessed at https://www.thaai casting.com/wp-content/uploads/2025/11/RPT-POLICY.pdf#toolbar=0

All the transactions with related parties were in the ordinary course of the business and on the arm's length basis and are reported in the Notes to Financial Statements. The related party transactions entered into by the company during the year under review have been approved by both Audit Committee and the Board. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure II to this report.

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2026 in form MGT 07 is available on the Company's website and can be accessed at https://www.thaai casting.com/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31st March 2026, the Board of Directors comprised of 7 Directors which includes 3 Independent Directors and 4 Executive Directors which includes Managing Director, Whole Time Director (including a women director).

The following are Board of Directors/KMPs of the Company during the year under review as on 31.03.2026:

Brief profile of Directors is available at Company's website at https://www.thaai casting.com.

The composition of the Board consists of a combination of Executive and Non-Executive Directors, which is not less than 1/3rd of the Board comprising of Independent Directors.

KEY MANAGERIAL PERSONNEL

Mr. Sriramulu Anandan, Chairman & Managing Director, Mrs. Anandan Shevaani, Whole Time Director & Chief Financial Officer, Mr. Chinraj Venkatesan, Whole-Time Director, Mr. Sri Ramulu Rajasekar Ramakrishnan, Whole-Time Director and Mr. Jagabandhu Padhi, Company Secretary are the Key Managerial Personnel ("KMP") of the Company in accordance with the provision of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS:

During the Financial Year 2025-26, the Company held 16 (sixteen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 28th May, 2025, 2nd July, 2025, 11th July, 2025, 23rd August, 2025, 4th September, 2025, 5th September, 2025, 07th September, 2025, 18th October, 2025, 24th October, 2025, 12th November, 2025, 15th December, 2025, 26th December, 2025, 2nd February, 2026, 6th March, 2026, 27th March, 2026, and 30th March, 2026. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board

Adequate notice is given to all directors for the meetings of the Board and Committees. Except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.

RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Sriramulu Anandan (DIN: 02354202), Managing Director and Mr. Sri Ramulu Rajasekar Ramakrishnan (DIN: 10063549), Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there is no any change in the constitution of board of Directors and key managerial personnel of the Company, except the following:

Mr. Satyabrata Baral (Membership Number: A60484) has resigned as Company Secretary of the Company w.e.f. 17/04/2025, The Board of Directors took note of resignation of Mr. Satyabrata Baral (Membership Number: A60484) as Company Secretary of the Company and expressed their sincere appreciation for the valuable services rendered by him during his tenure as Company Secretary of the Company.

Subsequent to the resignation of Mr. Satyabrata Baral (Membership Number: A60484) as Company Secretary of the Company, Mr. Jagabandhu Padhi (Membership Number: A74850) was appointed as the Company Secretary and Compliance officer of the Company w.e.f. 20/06/2025.

AUDITORS AND AUDITORS' REPORT:

A. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014, and in accordance with the resolution passed by the members at the AGM held on September 30, 2024, M/s.P P N and Company, Chartered Accountants (Firm Registration No. 013623S), having their office at No.2, IV Cross Street, Sterling Road, Chennai – 600034, Tamil Nadu, India, were re-appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 01st Annual General meeting, (for the financial year 31.03.2024) to, till the conclusion of 06th Annual General Meeting (for the financial year 31.03.2029) of the Company on remuneration mutually agreed upon between the Board and the Auditors. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. P P N and Company, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025-26.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors. M/s. P P N and Company, Chartered Accountants.

B. COST RECORDS AND COST AUDIT / COMPLIANCE:

The Company has maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2025-26, M/s SVM & Associates, Cost Accountants, Chennai, Firm Registration No: 000536, have conducted the audit of the cost records of the Company. The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.

In accordance with the provisions of Section 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s SVM & Associates, Cost Accountants, Chennai, Firm Registration No: 000536, as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2026-2027. The remuneration of the Cost Auditors for the FY 2026-27 is being placed before the Members for ratification / approval at the ensuing Annual General Meeting.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations M/s. SKD & Associates, Practicing Company Secretaries (Firm Regn. No. S2023TN958600, Peer Review Certificate No.: 7582/2026), were appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from 1st April, 2025 to 31st March, 2030 at the Annual General Meeting held on 30/09/2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure III to this report.

The said Report does not contain any qualification, reservation or adverse remark, except for observations relating to delay in filing of certain forms/returns with the Registrar of Companies. In this regard, the Directors wish to clarify that the statutory forms and returns referred to in the Secretarial Audit Report have since been duly filed with the Registrar of Companies along with the applicable additional fees, wherever required, and necessary steps are being taken to complete the pending filing at the earliest. The Company has also strengthened its compliance monitoring mechanism to ensure timely statutory filings going forward.

D. INTERNAL AUDITOR:

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company has Appointed M/s. KEK & Associates, LLP, Chartered Accountants, as Internal Auditors to conduct Internal Audit for the Financial Year 2025-2026. The Internal Audit Reports are periodically reviewed by the Audit Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters.

The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013:

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2025-26 on sexual harassment

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026.

DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The Company remains committed to ensuring a safe and supportive work environment for its women employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder.

Your Company has established a registered public trust, namely "Thaai Foundation" as an implementing vehicle for undertaking Corporate Social Responsibility (CSR) activities and facilitating effective deployment of the Company's CSR funds. The Trust has been established exclusively for charitable purposes and to undertake activities aligned with Schedule VII to the Companies Act, 2013 and the CSR Policy of the Company, with the objective of creating sustainable social impact and benefiting the public at large.

The details of the CSR initiatives undertaken by the Company during the FY 2025-26 in the prescribed format are annexed as Annexure- IV.

RISK MANAGEMENT:

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure-V to this Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. thaai casting.com.

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES:

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development. The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2025-26 was in accordance with the NRC Policy of the Company.

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

PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE:

The Company has one wholly owned subsidiary, namely, Thaai Induction and Nitriding Private Limited, which was incorporated on November 02, 2023. There has been no material change in the nature of business of the subsidiary during the year under review.

Thaai Induction And Nitriding Private Limited is engaged in core capability lies in Gas Nitriding and Induction Hardening & Quenching, processes designed to improve the wear resistance, fatigue strength, and surface hardness of ferrous components without compromising their core toughness. For the year ended 31st March, 2026, the company has earned a total income of Rs.988.09/- Lakhs and has made Profit/ (Loss) after Tax of the Rs. 246.64/- Lakhs. The financial and other details of the said Wholly owned Subsidiary for the Year ended 31-03-2026 is as under:

During the year under review, the Company exited its investment in Simtec CNC, a partnership firm in which the Company held a 51% stake, pursuant to the approval accorded by the Board of Directors at its meeting held on February 02, 2026.

The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its wholly owned subsidiary and Simtec CNC (to the extent of profit sharing ) pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-I.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY:

Pursuant to Section 197(14) of the Companies Act, 2013, none of the Managing / Whole-time Directors of the Company have received any remuneration or commission from the holding or subsidiary companies during the year under review, except Mr. Sri Ramulu Rajasekar Ramakrishnan, who has drawn professional fee from Thaai Induction and Nitriding Private Limited (the wholly owned subsidiary) in lieu of Thaai Casting Limited.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2026.

CORPORATE GOVERNANCE:

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub-regulations (2) of Regulation 46 and paras C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply, except the provisions of Regulation 23 (Related Party Transactions) of the LODR Regulations which are applicable to the Company. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

COMMITTEES OF THE BOARD:

As on March 31, 2026, the company has five Board level committees:

A) Audit Committee;

B) Nomination and Remuneration Committee;

C) Stakeholders Relationship Committee;

D) Risk Management Committee; and

E) Corporate Social Responsibility Committee.

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below:

A. AUDIT COMMITTEE:

During the Financial Year 2025-26, the Company held 06 (Six) Audit Committee meetings on 28th May, 2025, 02nd July, 2025, 24th October, 2025, 12th November, 2025, , 02nd February, 2026 and 06th March, 2026.

The composition of the Committee as on March 31, 2026 and the details of meetings attended by its members during the financial year 2025-26 are given below;

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaai casting.com.

B. NOMINATION AND REMUNERATION COMMITTEE:

During the Financial Year 2025-26, the Company held 02(Two) Nomination and Remuneration Committee meetings on 28th May, 2025 and 4th September 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaai casting.com/.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

During the Financial Year 2025-26, the Company held 02 (Two) Stakeholders' Relationship Committee meetings on 28th May 2025 and 24th October 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaai casting.com/

D. RISK MANAGEMENT COMMITTEE

During the Financial Year 2025-26, the Company held 02 (Two) Risk Management Committee meetings, viz 28th May 2025 and 30th March 2026.

The composition of the Committee and the details of meeting attended by its members are given below:

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.thaai casting.com/

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on 28th August, 2024 in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2025-26, the Company held 03(Three) Corporate Social Responsibility Committee meetings on viz 2nd July 2025, 18th October 2025 and 30th March 2026.

The composition of the Committee and the details of meeting attended by its members are given below:

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.thaai casting.com/

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.thaai casting.com

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https:// www.thaai casting.com

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 06th March, 2026 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The annual evaluation process of the Board, Individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.thaai casting.com/wp-content/uploads/2025/10/Whistle-Blower-Policy.pdf#toolbar=0

CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes" forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information. The Code for prevention of insider trading can be accessed at https://www.thaai casting.com/wp-content/uploads/2025/10/CoC_PIT.pdf#toolbar=0

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company at https://www.thaai casting.com/wp-content/uploads/2025/10/Code-of-Conduct-for-Board-of-Directors-and-Senior-Management-Personnel.pdf#toolbar=0 All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.thaai casting.com/investor-corner/

REGISTRAR AND TRANSFER AGENT (RTA)

The Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079

No 9, Shiv Shakti Industrial Estate

Mumbai - 400011, Maharashtra, India

LISTING

The equity shares of the Company are listed at the Emerge Platform of National Stock Exchange under Stock Code- "TCL" with effect from 23rd February, 2024. The company has complied with all regulatory requirements applicable to it as a listed company including payment of annual Listing Fees for the Year 2026-27 to NSE, the stock exchange where company's equity shares are presently listed.

DEMATERIALISATION OF SHARES/ OTHER SECURITIES

The Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The International Securities Identification Numbers (ISINs) allotted to the securities of the Company are INE0QJL01014 for Equity Shares, INE0QJL08019 for Compulsorily Convertible Debentures (CCDs), and INE0QJL13019 for Convertible Warrants

POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

CREDIT RATING

During the year under review, CRISIL Ratings Limited assigned a long-term credit rating of "CRISIL BBB-/Positive" to the banking facilities availed by the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 03rd Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company's website at https://www.thaai casting.com

INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@thaai casting.com

BUSINESS LOCATIONS:

As on March 31, 2025, the company has its place of business (Factory Unit) in the following location;

ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.