Equity Analysis

To

The Shareholders of Tahmar Enterprises Limited,

Your Directors have pleasure in presenting the 33^RD Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended on March 31, 2024.

1. FINANCIAL SUMMARY/STATE OF COMPANY'S AFFAIRS

The Company's financial performance, for the year ended March 31, 2024 is summarized below:

The Board's Report is prepared based on the Standalone Financial Statements of the company.

(Amount in Lacs)

During the year, the company continued with its business operations of grain-based specialty products, in the agrochemical industry. The business portfolio presently spans across various product categories including Grain Extra Neutral Alcohol (GENA), Dried Distillers Grain Solids (DDGS), Distillers Wet Grains Soluble (DWGS), Indian Made Foreign Liquors (IMFL), and Premium Country Liquor. The plant also has the capacity to expand beyond its present processes of developing starch and starch-related derivatives, ethanol (bio-fuel), liquors, and agro-based animal feed through strategic product diversification.

The bottom line has also shown Standalone Profit (after tax) for the year ended 31.03.2024 Rs. 4.72/- as compared to Standalone profit of last year as on 31.03.2023 Rs. 1.07/-. Further, there are no significant and materia l events impacting the going concern status and Company's operations in future.

3. DIVIDEND

In view of lower profitability and capitalization of profit for liquidity in business of funds and strong growth of company the Board of Directors, do not propose any dividend for the financial year ended 31st March, 2024.

For the year under review, no amount has been transferred to General Reserve.

During the year, the Company has made alteration in the class of capital of memorandum of association capital clause with respect to the division of Authorize Share Capital of the Company in Equity Shares Capital and Preference Share Capital approved by the members as on 23^rd Dec. 2023 in EOGM.

Authorized Share Capital of the Company was as on 31/03/2024 :-

i. 34,00,00,000 (Thirty-Four Crore) Equity Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 34,00,00,000/- (Rupees Thirty-Four Crore Only) and

ii. 15,00,00,000 (Fifteen Crore) Preference Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only).

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 9,47,89,000 /- and The paid-up Preference Share Capital as on March 31, 2024 was Rs. 9,00,00,000/-.

The total Paid up Share Capital of the company as on March 31, 2024 was Rs. 18,47,89,000 /-.

The company has also issued and allotted 6,96,00,000 Warrants (Equity Convertible Warrants) at a Price of Rs. 1/- on which 25% warrant an amount has been received by the company.

During the year the Paid up Equity Share Capital of the Company was increased from Rs. 3,11,89,000/- (Rupees Three Crores eleven Lakh Eighty nine Thousand only) divide into 3,11,89,000 Equity Shares of face value of Rs. 1/- each. to Rs. 9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into 9,47,89,000 Equity Shares of face value of Rs. 1/-through issued and allotted 6,36,00,000 (Six Crores Thirty-Six Lakh) Equity Shares and 9,00,00,000 (Nine Crores) Preference Shares and 6,96,00,000 Warrants (Equity Convertible Warrants) at a Price of Rs. 1/- on which 25% warrants during the year ended March 31, 2024.

Therefore, the total Paid up Share Capital of the company as on 31/03/2024 was Rs. 18,47,89,000 /- (does not included the warrant subscription amount in this).

Cash and cash equivalent as at March 31, 2024 was Rs. 0.20/- Lacs. against Rs. 38.19/- Lacs last year.

7. DEPOSITS

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014. There was no public deposit outstanding as at the beginning and end of the financial year 2023-24.

During the period under review, the loans, advance and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013 is given in the balance sheet and schedule of Loans and Advances.

During the Year, the company converted its unsecure Loan into Equity shares with the approval of members in EOGM dated 23/12/2023.

9. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management Discussion & Analysis is presented in separate section forming part of the Annual Report.

Pursuant to Regulation 15 (2), of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) shall not be mandatory, for the time being, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. As before the closuring of the year our company's paid up equity share capital was not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year 31/03/2023, compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report on Corporate Governance was not applicable.

However as on the 31.03.2024, the paid-up share capital was Rs. 9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into 9,47,89,000 Equity Shares accordingly company is complying as per the directions of SEBI and the Bombay Stock Exchange Limited, accordingly the company has been adhering to the directions and guidelines as required.

The report on the Code of Corporate Governance is annexed separately in this annual report.

11. DIRECTORS, KMP & CHANGE IN DIRECTORS & KMP DURING THE YEAR

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

During the year Pursuant to Section 152 of the Companies Act, 2013 Mr. Rajshekhar Cadakketh Rajasekhar Nair, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Board has recommended his reappointment.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors' Report.

As required under Regulation 36(3) of the Listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re–appointment has been given in the notice of Annual General Meeting.

Further after conclusion of F.Y. 2023-24 and before this 33^rd Annual General Meeting, and Mr. Manish D Ladage, Director of the Company resigned w.e.f. 22^nd July 2024 and the board of directors appointed Ms. Shilpa Sushant Phadnis as Additional Non Executive Non Independent Director and Mr. Sangramsinh Bhagyeshrao Kupekar Desai Additional Non Executive Non Independent Director as of the Company w.e.f. 6^th August, 2024.

The Board at present comprises of with the following changes took place in Board of Directors and KMP of the Company During the year under review:

^ Manish D Ladage Director of the Company resigned w.e.f. 22^nd July 2024.

* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05^th September, 2023.

@ Cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent Director of the Company w.e.f. 29^th July, 2023. @@Mahesh Salamatrai Makhijani, Independent Director of the Company resigned w.e.f. 14^th August, 2023 #Rohit Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1^st July, 2023. & Pranavkumar Udaram Khatri appointed as CFO of the Company, 23^rd September, 2022 and resigned w.e.f.1^st July,2023.

## Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of the Company appointed w.e.f. 5^st Sep, 2023, and resigned w.e.f. 1^st Dec, 2023. ### Alkesh Patidar, Appointed w.e.f. 1^st July, 2023 as Company Secretary cum Compliance Office of the Company. "Ms. Shilpa Sushant Phadnis, Non Executive Non Independent Director of the Company appointed W.e.f. 06^th Aug, 2024. ? Sangramsinh Bhagyeshrao Kupekar Desai, Non Executive Non Independent Director of the Company appointed W.e.f. 06^th Aug, 2024.

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 for F.Y. 2023 -2024 is given in the Report and Form MGT- 9 have been placed on the Company's website, the web link for the same is www.thamar.in.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board mates 13 (Thirteen) times on 30/05/2023, 25/07/2023, 14/08/2023, 5/9/2023, 11/11/2023, 24/11/2023, 04/12/2023, 16/12/2023, 21/12/2023, 22/12/2023, 08/01/2024, 12/02/2024, 15/03/2024; The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Meetings of the board of Directors are set as follows:

* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05^th September, 2023.

# Mahesh Salamatrai Makhijani, Independent Director of the Company resigned w.e.f. 14^th August, 2023

@ Cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent Director of the Company w.e.f. 29^th July, 2023.

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2023-24. Accordingly, the Annual Report of the Company for FY 2023-24 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Company's website at www.thamar.in.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and specified under Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the company is required to conduct the familiarisation programme for independent directors (IDs) to familiarise them about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

Mr. Sandeep Kumar Sahu, Mrs. Kanika Kabra and Ms. Meena Mengani, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the

Companies Act, 2013 and the rules made there under and the SEBI (LODR) Regulations, 2015 and the same have been noted by the Board. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company; 2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or Associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; 4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

Reg. 17 of SEBI (LODR) Regulations, 2015 of mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

The annual evaluation process of the Board of Directors, individual Directors and Committees were conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on 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 based on 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 Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-to-one meetings with the IDs and the Chairman of the NRC had one -to-one meetings with the Executive and Non-Executive, Non-Independent Directors.

In a separate meeting of IDs, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

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. and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed.

The evaluation process endorsed the Board's confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

Every new independent director of the Board attended an orientation program to familiarize the new inductees with the strategy, operations and functions of our company, the executive directors / senior managerial personnel make presentations to the inductees about the company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee of Directors

Nomination and Remuneration Committee, and

Stakeholders Relationship Committee

Preferential allotment Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Committee are set as follows:

The Audit Committee met 7 (Seven) times in a year 30/05/2023, 14/08/2023, 05/09/2023, 11/11/2023, 24/11/2023, 12/2/2024, and 15/03/2024, and Composition and Attendance at Meetings of Audit Committee during the financial year ended March 31, 2024 are given in the Corporate Governance Report of the Board Reports:

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has Constituted a Nomination and Remuneration Committee. The Committee acts as a Nomination Committee, as per the NBFC Regulations, to ensure ‘fit and proper' status of the directors to be appointed/re–appointed and recommend their appointment/re–Appointment to the Board.

During the year under review, (5 ) Five Nomination and Remuneration Committee meeting was held on 30/05/2023; 5/9/2023; 24/11/2023; 4/12/2023 and 12/02/2024 and Composition and Attendance at Meetings of Nomination & Remuneration Committee during the financial year ended March 31, 2024 are given in the Corporate Governance Report of the Board Reports

Pursuant to the Act and SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. This Committee specifically looks into the grievances of the equity shareholders of the Company. During FY 2023-2024, No complaints from investors were received on any matters. The terms of reference of the Committee, inter alia, includes review of measures taken for effective exercise of voting rights by shareholders and review of adherence to the service standards in respect of various services rendered by the registrar and share transfer agent.

During the year under review, 4 (Four) Stakeholders Relationship Committee meeting was held on 05/09/2023, 24/11/2023, 12/02/2024 and 15/03/2024.

20. FREQUENCY OF MEETINGS:

A minimum of four board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the board meetings.

21. AVAILABILITY OF INFORMATION TO THE BOARD:

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairman, the company secretary's responsibility includes ensuring good information flows within the board as well as between senior management and non-executive directors.

The following information, inter alia, is provided to the directors of the company:

-

Quarterly results for the company.

- Minutes of meetings of audit committee and other committees of the board.

- General notices of interest received from directors.

- - Show cause, demand, prosecution notices and penalty notices which are materially important. Any material default in financial obligations to and by the company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company.

- Non-compliance of any regulatory, statutory duty.

Legal compliance reports and details of payment of statutory dues.

- Capital budgets and any updates if required.

The Company is listed with BSE Limited (BSE).

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments which can affect the financial position of the company occurred between the end of the financial year of the company and the date of this report.

Internal financial control and its adequacy.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in designs or operations were observed.

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, in the name of the Company, Except change of Registered office of the company within the same state "Maharashtra" from the jurisdiction of one registrar of companies "ROC MUMBAI" to the jurisdiction of another registrar of companies "ROC PUNE" on the Application of the Company under Form INC 23. "

The Company had no subsidiary as at the end of the financial year ended March 31, 2024.

Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. During the Year Company has not paid any remuneration to directors due to no positive revenue and profits.

The company paid Rs.2,90,000/- ( Two lakh Ninety thousand only) to Company secretary and compliance officer & Rs. 80,000/- (eighty Thousand only) to CFO and the same has been disclosed in the notes to the account of financial result.

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of establishment of such mechanism have been disclosed on the website.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the Company for Redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

The Board of Directors has approved a Code of Conduct which is applicable to the members of the board and all employees in the course of day to day business operations of the company. The company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code has been posted on the company's website www. tahmar.in.

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the board members and the senior management personnel have confirmed compliance with the code. All Management Staff were given appropriate training in this regard.

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Company has framed Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

Under the current challenging and competitive environment, the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The common risks interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure 2 to this report.

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company's IFCs were adequate and effective during FY24. Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that: i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures. ii) Appropriate Accounting Policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit and Loss Account for the Financial Year 2024 have been made. iii) 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 preventing and detecting fraud and other irregularities. iv) The Annual Accounts have been prepared on a going concern basis. v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, internal Financial Controls, are adequate and were operating effectively. vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and the LODR are not attracted.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts / arrangement with related parties entered into under section 188[1] are available in AOC 2 as Annexure3 to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www. tahmar.in. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

M/s. SSRV & Associates, Chartered Accountants (firm registration no. 135901W) Statutory Auditor of the Company, was appointed by the board in its meeting and by shareholders subsequently in 11^th December 2022 to Fill the Casual Vacancy arise have been appointed for a period of till the conclusion of Annual General Meeting of the company to be held in the year 2023. Section 139 of the Companies Act, 2013 read with rule 3 (7) of the Companies (Audit and Auditors) Rules, 2014.

The Auditors has completed the Audit for F.Y. 2023-24 and there are no observations in the Independent Audit Report, the audit report is self-explanatory.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies [Appointment and Remuneration of Managerial Personnel] Rules 2014, the Company had appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary. Indore a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reports, part of this report as Annexure A.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on board meeting and general meeting.

The Secretarial Auditors has completed the Audit for F.Y. 2023-24 and there are observations in the Audit Report, the audit report is self-explanatory.

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report. d. Internal Auditor:

M/s Heneel Shah & Associates, Chartered Accountants, who was appointed as an Internal Auditor of the Company from the financial year 2023-24 has submitted a report based on the internal audit conducted during the year under review.

M/s. Brajesh Gupta & Co, Company Secretary in Practice, in his Secretarial Audit Report for Financial Year 2023- 2024 have drawn the attention of the management on some of the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

(a) The Company has delay in filling of following Form

(b) The Company has passed Shareholders resolution in postal ballot dated 12^th December, 2022 for increase in authorized capital up to Rs. 49,00,00,000, however the E-form SH-7 filed by the company 15.03.2023 on delayed basis.

Management Comment:

(a) Board of Directors took on records the observation and information received form the Secretarial Auditor and board replied omn delay submission of form Pas – 3 and INCe – 22 due to technical issues on MCA website and the company's secretarial team after coordination with MCA help desk could file the said forms with delay/additional fees.

(b) Board of Directors took on records the observation and information received form the Secretarial Auditor and board replied that the company has increased its Authorised share Capital from Rs. 7 Cr. To Rs. 49 Cr and due to heavy amount of stamp duty, and immediate working capital requirements in business the funds were utilized in business working capital and therefore due to shortage of fund, the company has filed above mention form on delay basis with interest and additional fees.

The company is having a strong compliance team and the company and its management is adhere to comply all applicable compliances timely, the board ensure that no such delay will be seen in future.

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation of the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2024 as well as the financial statements on the date of transition i.e. 1 April 2016

The Company has zero tolerance for sexual harassment at workplace and has adopted a ‘Respect for Gender' Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there under.

The Company has not received any written complaint on sexual harassment during the financial year.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

During the year under review, major events occurred during the F.Y. 2023-2024 as under: -

1. Sub-division of 1 (one) equity share of face value of Rs. 10/- each into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs. 10 each shall be subject to the terms of the Memorandum and Articles of Association of the company and shall rank pari passu in all respects with the existing fully paid shares of Rs. 10 each of the company and shall be entitled to participate in full in any dividends to be declared after the sub-divided equity shares are allotted." 2. Re-Appointment of statutory auditor of the company to M/s. SSRV & Associates, Chartered Accountants, Mumbai with Firm Registration Number 403437 as the Statutory Auditors of the Company to during the Annual General Meeting of the company.

3. Shifting of registered office within the same state "MAHARASHTRA" from the jurisdiction of one registrar of companies "ROC MUMBAI" to the jurisdiction of another registrar of companies "ROC PUNE". 4. Alteration in the class of capital of Memorandum of Association Capital Clause with respect to the division of Equity Shares Capital and Preference Share Capital. 5. Issuance, allotment and Listing of 6,36,00,000 Equity shares and Issuance, allotment 6,96,00,000 Warrants (Equity Convertible) to the promoters and non-promoters under the regulations of SEBI ICDR, Regulation 2015 6. Issuance and allotment of 9,00,00,000 (nine crore) 9% Non-Convertible Cumulative Redeemable Preference Shares on Private Placement basis to entities belonging to the promoter group category

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Statement of deviation/variation in utilization of funds as on March 31, 2024 as follows:

* total allotment of securities during March quarter is for Rs. 17,10,00,000/- (Seventeen Crores Ten Lakh Only) out of which the loan conversion of Promoter & Promoter group of the company was Rs. 15,04,00,000/- against issue and allotment of 4,55,00,000 Equity shares @ Rs. 1/- to Promoters, Warrants subscription amount of Rs. 1,49,00,000 i.e. 25% of issue price against 5,96,00,000 warrants @ Re. 1/- and Rs. 9,00,00,000 against 9,00,00,000 NCRPS to Promoter Group, accordingly net funds credited in preferential allotment special bank account Rs. 2,06,00,000/- out of total allotment of securities and funds raised Rs. 17,10,00,000 during March 2024 quarter, the company has utilized 100% full amount for the purpose and object of the fund-raising Notice of EOGM.

Your Directors thank all the shareholders, customers, vendors, banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company's employees at all levels.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members,

R.S. No. 131/2 Shop No. 7 Guruchandra Residency, Gadhinglaj Kolhapur- 416502,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to corporate practices by M/s. TAHMAR ENTERPRISES LIMITED (hereinafter called the company) for the audit period covering the Financial Year from 01st April 2023 to 31st March 2024 (‘the audit period'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and return is filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2024, has complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers; minutes' books, forms and returns filed and other records maintained by the M/s. Tahmar Enterprises Limited for the financial year ended on 31st March, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (The company has during the year came up with Preferential issue of 6,36,00,000 Equity shares and 6,96,00,000 Warrants and issue and allotted Equity shares and Warrants to the promoters and non-promoters under the regulations of SEBI ICDR, Regulation 2015 the company has complied with the applicable regulations);

(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the company during the Audit Period); (f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 – during the year the Company has issued the Non- Convertible Securities i.e. 9,00,00,000 Non-Convertible (Redeemable)

Preference Shares to the promoter group under preferential issue and the said issued preference shares are/will not be listed on stock exchange and therefore the SEBI regulations are not applicable on such securities, (not applicable for the year under review);

(g) The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993; (Not applicable to the Company during the Audit period);

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 - (Not applicable to the Company during the Audit period).

(i) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period);

(VI) Having regards to the compliance system prevailing in the Company, information representation provided by management and on examination of the relevant documents and records in pursuance thereof on test-check basis, the following laws are also applicable on company;

i. The Equal Remuneration Act, 1976; ii. Maharashtra state Tax on Professions, Trades, Callings and Employments Act 1975; iii. The Central Goods And Services Tax Act, 2017; iv. Maharashtra Goods and Services Tax Act, 2017; v. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. vi. Labour Laws;

We have also examined compliance with the applicable clauses of the following:

Secretarial Standards with respect to Meeting of Board of Director (SS-1 ), General Meeting (SS-2) and Dividend (SS-3) issued by The Institute of Company Secretaries of India related to Board meetings, General Meeting and Dividend;

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. ^{mentioned above subject to following observations:}- The Company has delay in filling of following forms with the ROC:-

The Company has passed Shareholders resolution in postal ballot dated 12^th December, 2022 for increase in authorized capital up to Rs. 49,00,00,000, however the E-form SH-7 filed by the company 15.03.2023 on delayed basis.

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes made in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. The following changes occurred during the period, and vacancy has been duly filled within the stipulated time as below:-

1. Cessation of Mr. Krishnamurthy Ananthanarayanan Perungudur, as independent Director w.e.f. 29th July, 2023.

2. Resignation of Mr. Rohit Jain, Company Secretary of the Company w.e.f. 1st July, 2023.

3. Resignation of Mr. Pranavkumar Udaram Khatri, as CFO of the Company w.e.f. 1st July, 2023..

4. Appointment of Mr. Rajshekhar Cadakketh Rajasekhar Nair as CFO of the Company 25^th July, 2023..

5. Resignation of Mr. Mahesh Salamatrai Makhijani, as Independent Director of the Company w.e.f. 14th August, 2023.

6. Appointment of Mrs. Kanika Kabra, as additional Independent Director of the Company W.e.f. 05th September, 2023.

7. Appointment of Mr. Yatin Vilas Chaphekar, as Company Secretary of the Company w.e.f. 5st Sep, 2023, and he resigned w.e.f. 1st Dec, 2023.

8. Appointment of Mr. Alkesh Patidar, as Company Secretary of the Company w.e.f. 4^th December, 2023.

(ii) Proper notice is given to all Directors to schedule the Board meetings in compliance with the provisions of Section 173(3) of the Companies Act, 2013, agenda and detailed notes on agenda were sent at least seven days in advance, however in some cases where the Board /Committee meeting held , with shorter notice, the management of the Company has informed to us, that Company has complied with compliances as applicable Meeting of Board /Committee for Shorter Notice as prescribed under the Companies Act, 2013 and Secretarial Standard of Board Meeting -SS-1 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.

(iii) Majority Decisions at the meetings of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any member of the Board of Directors during the period under review. (iv) There are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further Inform/report that during the year under review, the following events or actions had a major bearing on its affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

During the year under review, we observed following events: -

1. Sub-division of 1 (one) equity share of face value of Rs. 10/- each into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs. 10 each shall be subject to the terms of the Memorandum and Articles of Association of the company and shall rank pari passu in all respects with the existing fully paid shares of Rs. 10 each of the company and shall be entitled to participate in full in any dividends to be declared after the sub-divided equity shares are allotted."

2. Re-Appointment of statutory auditor of the company to M/s. SSRV & Associates, Chartered Accountants, Mumbai with Firm Registration Number 403437 as the Statutory Auditors of the Company to during the Annual General Meeting of the company.

3. Shifting of registered office within the same state "MAHARASHTRA" from the jurisdiction of one registrar of companies "ROC MUMBAI" to the jurisdiction of another registrar of companies "ROC PUNE".

4. Alteration in the class of capital of Memorandum of Association Capital Clause with respect to the division of Equity Shares Capital and Preference Share Capital.

5. Issuance, allotment and Listing of 6,36,00,000 Equity shares and Issuance, allotment 6,96,00,000 Warrants (Equity Convertible) to the promoters and non-promoters under the regulations of SEBI ICDR, Regulation 2015

6. Issuance and allotment of 9% Non-Convertible cumulative Redeemable Preference Shares on Private Placement basis to entities belonging to the promoter group category

I further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines except granting of Loans and scale of operation over purchase and sale, and Inadequate Internal Financial Controls over Statutory Dues, Payments to Govt. and Sundry Debtors.

During the audit period, there were no instances of:

(i) Public/Rights/debentures/ sweat equity. (ii) Redemption/buy-back of securities. (iii) Foreign technical collaborations.

IX. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A) Remuneration to Managing Director, Whole Time Directors and/or Manager:

* Resignation of Mr. Mr. Manish Dharanendra Ladage*, as Director of the Company w.e.f. 22nd July, 2024 A) REMUNERATION TO OTHER DIRECTORS PARTICULARS OF DIRECTORS

B) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

$ Rohit Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1st July, 2023.

*Pranavkumar Udaram Khatri appointed as CFO of the Company, 23rd September, 2022 and resigned w.e.f.1st July,2023.

# Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of the Company appointed w.e.f. 5st Sep, 2023, and resigned w.e.f. 1st Dec, 2023. ^ Alkesh Patidar, Appointed w.e.f. 1st July, 2023 as Company Secretary cum Compliance Office of the Company.

X. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2023-2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are asunder:

^ Manish D Ladage Director of the Company resigned w.e.f. 22^nd July 2024.

* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05^th September, 2023. #Rohit Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1^st July, 2023.

& Pranavkumar Udaram Khatri appointed as CFO of the Company, 23^rd September, 2022 and resigned w.e.f.1^st July,2023.

## Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of the Company appointed w.e.f. 5^st Sep, 2023, and resigned w.e.f. 1^st Dec, 2023. ### Alkesh Patidar, Appointed w.e.f. 1^st July, 2023 as Company Secretary cum Compliance Office of the Company.

1. The median remuneration of employees of the Company during the financial year was Rs.1,16,155/- in the Financial Year 2023-24, there was an increase of in the median remuneration of employees as this is the first year of operation;

2. There were 107 number of employees on the rolls of the Company as on 31st March 2024;

3 . Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e.

2023-24, and comparison with the increase in the managerial remuneration for the same financial year.

* there was an increase of in the median remuneration of employees as this is the first year of operation

Affirmation that the remuneration is as per the remuneration policy of the Company: It is affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.