To,

The Members, TAAL Tech Limited

(Formerly known as TAAL Enterprises Limited)

Your Directors present herewith the Twelfth (12^th) Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2026.

During the year under review, the total income of the Company was Rs. 20,861.28 Lakhs as compared to Rs. 19,096.64 Lakhs during the previous year. The Profit after tax for the year was Rs. 5,375.06 Lakhs as compared to a profit of Rs. 4,608.04 Lakhs during the previous year.

During the year, the Company has not transferred any amount to General Reserves.

The Board of Directors of the Company had declared Interim Dividends twice during the Financial Year 2025-26 as follows:

1. 1^st interim dividend of Rs. 30/- (Thirty Rupees only) on each fully paid 31,16,342 equity shares of Rs. 10/- each amounting to Rs. 9,34,90,260/- during the Financial Year 2025-26.

2. 2^nd interim dividend of Rs. 35/- (Thirty-five Rupees only) on each fully paid 31,16,342 equity shares of Rs. 10/- each amounting to Rs. 10,90,71,970/- during the Financial Year 2025-26.

The 1^st and 2^nd interim dividend(s) were paid to those members of the Company whose names appeared in the Register of Members of the Company as on record dates i.e. 06 June, 2025 and 16 January, 2026 respectively.

Your Company's Board of Directors as on the financial year ended March 31, 2026 comprises of 6 (six) including 1 (One) Executive Director (16.67%) as a chairperson, 5 (Five) Non-Executive Directors out of which 4 are Independent Directors (66.67%) including a Woman Director. Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees or reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

During the year under review, Mr. Anil Sahu and Mr. Narayan Karbhase were appointed as an Additional Directors (Non-Executive, Independent category) and (Non-Executive Non-Independent category) respectively with effect from May 28, 2025. They were subsequently regularised at the 11th Annual General Meeting to hold office for period of 5 years upto May 28, 2030.

Post to the NCLT-approved amalgamation with TAAL Tech India Private Limited, the Members at the 11th Annual General Meeting approved the re-designation and appointment of Mr. Salil Taneja as Chairman and Managing Director for a five-year term commencing August 5, 2025.

In accordance with the provisions of the Companies Act, 2013 (‘Act') and the Articles of Association of the Company, Mr. Narayan Karbhase retires by rotation and being eligible, offers himself for re-appointment.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Act & Regulation 25(8) of (‘Listing Regulations') stating that they meet the criteria of independence. The Board assured that the Independent Directors of the Company possess adequate proficiency, experience, expertise and integrity.

The annual performance evaluation has been done by the Board of its own performance and that of its committees and individual Directors based on the criteria for evaluation of performance of Independent Directors and the Board of Directors and its Committees as approved by the Nomination and Remuneration Committee which the Board found to be satisfactory.

The details of familiarization program of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company & related matters are put up on the Company's website: www.taaltech.com.

The brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the AGM.

The details of Key Managerial Personnel as on March 31, 2026 are as below:

As on 31^st March, 2026, The Company had three (3) foreign subsidiaries. In accordance with Section 129(3) of the Act, a statement containing salient features on of the financial statements of the subsidiary Companies in Form AOC-1 is provided in the Financial Statements forming part of this Annual Report.

A report on the performance and financial position of the subsidiary Companies are provided in the Financial Statements forming part of this Annual Report for the Financial Year 2025-26.

The Company has framed a Policy for determining Material Subsidiaries which is available on its website www.taaltech. com.

During the year under review, Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Management Discussion & Analysis is forming part of this Report.

In terms of Regulation 34 of the Listing Regulations, a separate section on Corporate Governance Report together with Certificates is forming part of this Report.

The Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

The Company has duly complied with the Section 135 of the Act and the applicable rules thereunder.

Annual Report on CSR Activities for the Financial Year ended March 31, 2026 forms the part of this Report as ‘Annexure D'.

The Board met 5 times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2025-26 are given in the Report on Corporate Governance forming part of this Annual Report. The Whistle Blower Policy / Vigil Mechanism of the Company as established by the Board is available on its website of the Company at www.taaltech.com.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors make the following statement: i. that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. that the Directors have selected such accounting policies & applied them consistently & made judgments & estimates, that are reasonable & 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 March 31, 2026 and of the profit of the Company for that period; iii. that the Directors have taken proper and sufficient care 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 & other irregularities; iv. that the Directors have prepared the annual accounts on a going concern basis; v. that the directors have laid down Internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. that the directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company at www.taaltech.com.

The particulars as required under Section 134(3)(m) of the Act is forming part of this Report as ‘Annexure A' NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the criteria for performance evaluation as laid down by Nomination and Remuneration Committee has been defined in the Nomination and Remuneration Policy. The said policy is available on its website at www.taaltech.com. Details pertaining to remuneration of Directors and employees required under Section 197(12) of the Act read with rules framed their under forms part of this report as ‘Annexure B'. A statement showing details of employees in terms of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, in terms of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members and others entitled thereto. The said statement is available for inspection by the Members at the Registered Office and other office as mentioned on the Company Master data during business hours on working days up to the date of the ensuing Annual General Meeting (‘AGM'). If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard at secretarial@ taalent.co.in.

Pursuant to Section 139 of the Companies the Act, 2013 (the ‘Act') and the Rules framed there under, the Shareholders of the Company at the 11th Annual General Meeting (AGM) held on August 26, 2025, approved the re-appointment of M/s. V P Thacker & Co., Chartered Accountants, (Firm Registration No. 118696W) as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of 16th AGM of the Company.

During the financial year, consequent to the merger of M/s. V. P. Thacker & Co. with M/s. Lodha & Bhatt, Chartered Accountants, a casual vacancy arose in the office of the Statutory Auditors. Accordingly, based on the recommendation of the Audit Committee and in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors at its meeting held on February 10, 2026, appointed M/s. TLB & Co., Chartered Accountants (Firm Registration No. 016505S), as the Statutory Auditors of the Company to fill the casual vacancy and M/s. TLB

& Co. shall hold office until the conclusion of the 12th Annual General Meeting of the Company.

M/s. TLB & Co. have confirmed that they are not disqualified from holding office of Statutory Auditors of the Company and satisfy the prescribed eligibility criteria. The Report given by the Statutory Auditors on the financial statements of the Company is part of this Annual Report. The said Report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer.

In terms of provisions of Section 204 of the Act, read with the Rules made thereunder and Regulation 24A of Listing Regulations Mr. Anuj Nema, Practicing Company Secretary (ICSI Unique Code: I2018MP1833400), was appointed as Secretarial Auditor of the Company, for a term of five consecutive years i.e. from F.Y. 2025-26 to F.Y. 2029-30, to undertake the Secretarial Audit of the Company.

Mr. Anuj Nema, Practicing Company Secretary, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report, which forms part of this Annual Report and Secretarial Compliance Report for the F.Y. 2025-26, do not contain any qualification, reservation, or adverse remarks. All the observations made by the Secretarial Auditor in the said audit report, are self-explanatory and do not call for any further comments.

The Report of the Secretarial Audit in Form MR - 3 is annexed here with as an Annexure ‘C' to this Report.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances of fraud under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Act has been given in Notes to Financial Statements forming part of this Annual Report.

The Company has a robust risk management framework to identify and mitigate risks arising out of internal as well as external factors.

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also takes review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations.

During the year, such controls were tested by the Statutory Auditors and no material weakness in control design of operations were observed by them.

All transactions entered into by the Company with Related Parties for the year under review were on arm's length basis and based on considerations of various business requirements. Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI LODR Regulations, 2015, all necessary approvals as applicable were taken from the Audit Committee, Board and Members respectively.

As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of Related Party Transactions are given in Form No. AOC – 2 as Annexure ‘E' and the same form an integral part of this report and particulars of Related Party Transactions in terms of Ind AS-24 are forming part of the enclosed financial statements. Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website: www. taaltech.com.

The Company has in place policy for Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Board of Directors of the Company has also constituted an Internal Complaint Committee in this regard to redress complaints. During the year under review, there were no complaints received pursuant to the aforesaid Act. The details and Members of the Committee are displayed on the website of the Company www.taaltech.com.

The Board ensured that all Company policies are in line with the changes in legislation. The applicable and/or updated policies have been hosted on the official website of the Company www.taaltech.com.

In accordance with the provisions of Sections 124 and 125 of the Act and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), following amounts and shares were transferred to the IEPFA:

The Company has uploaded details of unpaid /unclaimed dividend amounts lying with the Company on the Company's website at https://www.taaltech.com/investor-relations/iepf/.

* Unclaimed dividend amount shall be transferred within prescribed statutory timelines pursuant to Section 124 & 125 of the Companies Act, 2013, and Rules made thereunder. Further, in accordance with the IEPF Rules, the Board of Directors has appointed Nodal Officer of the Company for the purposes of verification of claims of shareholders pertaining to shares transferred to IEPF and/or refund of dividend from IEPF Authority and for coordination with IEPF Authority. The details of Nodal Officer are available on the website of the Company.

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS– 1), Secretarial Standard on General Meetings (SS–2), Secretarial Standard on Dividend (SS–3) and Secretarial Standard on Report of the Board of Directors (SS-4). The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future except the Hon'ble NCLT, Bengaluru Bench order dated 21st May 2025 sanctioning the Scheme of Amalgamation of TAAL Tech India Private Limited (Transferor Company) with TAAL Enterprises Limited (Transferee Company) which was filed with Registrar of the Companies, Bengaluru by both the Companies.

2. There was no change in the paid-up share capital of the Company during the year under review. However Authorized Share capital of the Company was increased from Rs. 5,00,00,000/- to Rs. 6,00,00,000/- pursuant to aforesaid order (Refer point 1).

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

4. During the year under review the Name of the Company was changed from "TAAL Enterprises Limited" to "TAAL Tech Limited" w.e.f November 04, 2025.

5. In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is not required to maintain the cost records for the Financial Year 2025-26.

6. During the F.Y. 2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

Shareholders may contact Registrar and Share Transfer Agent of the Company at the following address:

Block No. 202, 2^nd Floor, Akshay Complex, Near Ganesh Temple, off. Dhole Patil Road, Pune – 411001, Maharashtra Tel.: 020-46014473 Fax: 020- 26163503 E-mail: umesh.sharma@in.mpms.mufg.com, investor.helpdesk@in.mpms.mufg.com

Your Directors express their appreciation for the continued support and co-operation received by the Company from its employees, Customers, Bankers, Shareholders, Suppliers, Business Partners, other Indian Services and the Central and State Governments. The Directors also express their gratitude and sincere appreciation to all the employees of the Company for their contribution, hard work and commitment.