Your Directors are happy to present the 51^st Annual Report covering the operational and financial performance of your Company along with
the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL RESULTS

HIGHLIGHTS OF COMPANY'S PERFORMANCE

On a standalone basis, the turnover of the Company, including
income from operations (gross) and other income for the year
under review stood at ' 337.36 crores vis-a-vis ' 343.07 crores in
the previous year. Operating loss of the Company for the year under
review was ' (35.15)crores as compared to an operating profit of
' 4.19 crores in the previous year. The Company booked loss (after
tax) of ' (30.86)crores during the year under review against profit
(after tax) of ' 2.90 crores during the previous year.

The consolidated turnover of your Company's Group including
income from operations (gross) and other income during the year
ended 31^st March, 2026 stood at ' 337.36 crores compared to
' 343.09 crores in the previous year. The Group earned an operating
loss of ' (35.06)crores during the year under review as compared to
an operating profit of ' 4.15 crores in the previous year. The overall
loss before tax during the year under review was ' (40.64)crores
against a profit of ' 4.15 crores in the previous year.

FOREIGN SUBSIDIARY COMPANY

The foreign subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a
revenue of ' 0.22 crores during the year under review as compared
to previous year's revenue of ' 0.02 crores. It registered a profit of
' 0.02 crores after tax during the year under review compared to a
loss of ' 0.16 crores after tax in the previous year.

FINANCE

After adjusting profit for the current year, the reserves & surplus
(excluding revaluation reserves) of the Company has increased
from ' 16.06 crores to ' 40.83 crores and the shareholders' fund
increased from ' 82.66 crores to ' 111.18 crores as at 31^st March,
2026 respectively. This includes ?60 crore of equity infusion by
warrants etc.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013,
Regulation 33 of the Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI LODR") and applicable Indian Accounting Standards, the
Audited Consolidated Financial Statements of the Company for the
Financial Year 2025-26, together with the Auditors' Report, form
part of this Annual Report. The Consolidated Financial Statements
have been prepared on the basis of Audited Financial Statements
of the Company and its Subsidiary Company as approved by their
respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement
in the prescribed Form AOC-1 containing the salient features of the
financial statements of the Company's Subsidiary is also provided in
this Annual Report.

The accounts of the Company's Subsidiary are also uploaded on the
website of the Company, www.tilindia.in.

DIVIDEND

As the Company had negligible profit during the financial year
ended 31^st March, 2026, the Board did not recommend payment
of any Dividend.

SHARE CAPITAL

During the past year the Company recognized some significant
growth opportunities in the area of its operations which will
ultimately lead to the path of projected growth. However, any such
endeavor require sufficient net-worth. Keeping this objective in
mind, your Company took certain steps to increase its paid up share
capital, the proceeds of which shall be utilised towards various
growth initiatives including capital expenditure for growth including

acquisition, working capital requirements of our Company, and for
general corporate purposes of the Company.

One of such steps was issuance of Share Warrants convertible
into Equity Shares, for an aggregate consideration of up to
' 60,00,00,000/- (Rupees Sixty Crores Only) for cash, to the
Promoter, i.e., TIL Global Private Limited (Formerly Indocrest
Defense Solutions Private Limited) on a preferential allotment
basis. Subsequently, those share warrants have been converted
into equity shares within the same financial year.

Consequent to such conversion, the paid up share capital of the
Company increased from ' 66,60,20,560 as on 31^st March, 2025 to
' 70,35,20,560 as on 31^st March, 2026, comprising of 7,03,52,056
fully paid up equity shares of face value of ' 10/- each.

GENERAL RESERVE

The Company has not transferred any amount to the General
Reserve during the financial year ended 31^st March, 2026.

DEPOSITS

During the year under review, the Company has not accepted
any deposits from the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and there is no outstanding deposit as on
31^st March, 2026.

BOARD OF DIRECTORS

During the year under review, Mr. Anurag Srivastava (DIN 09021060)
and Mr. Vijay Singh Chauhan (DIN 11405209) were appointed
Directors of the Company.

Mr. Anurag Srivastava, a former IAS Officer serving in the West-
Bengal region during his administrative service life as Secretary -
Industry, was inducted to the Board as a Non-Independent & Non¬
Executive Director with effect from 10^th November, 2025 whose
office shall be liable to retire by rotation.

Mr. Vijay Singh Chauhan, a public policy expert with over 30 years
of experience in diverse areas of economic policy formulation,
legislation and implementation, was appointed as an Independent
Director of the Company with effect from 22^nd December, 2025 for
a term of five years.

In terms of the disclosures received from all the Directors of the
Company, none of them are disqualified from being appointed as
directors under Section 164(2) of the Companies Act, 2013.

Pursuant to the provisions of Companies Act, 2013 and Regulation
25(3) of SEBI LODR, Independent Directors at their separate
meeting held on 26^th May, 2025, without participation of the
Non-Independent Directors and Management have considered
and evaluated the Board's performance and performance of the
Chairman and Non Independent Directors. The Independent
Directors in the said meeting have also assessed the quality, quantity
and timeliness of flow of information between the Company
Management and the Board.

KEY MANAGERIAL PERSONNEL

Presently, the Key Managerial Personnel of the Company, under the
Companies Act, 2013 are as under:

1. Mr. Sunil Kumar Chaturvedi, Chairman and Managing Director

2. Mr. Alok Kumar Tripathi, Director & President

3. Mr. Ayan Banerjee, Director- Finance

4. Mr. Kanhaiya Gupta, Chief Financial Officer

5. Ms. Chandrani Chatterjee, Company Secretary & Chief
Compliance Officer

BOARD MEETINGS

The Board of Directors meets at regular intervals to discuss and
decide on Company/business policy and strategy apart from
other items of business. The Board and Committee Meetings are
pre-scheduled and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors well in advance
to help them plan their schedule and to ensure meaningful
participation at the meetings.

During the year under review eight (8) Board Meetings were
convened and held, the details of which are given in the Corporate
Governance Report and the gap between two subsequent Board
Meetings does not exceed 120 days.

COMMITTEES OF THE BOARD

There are three Committees of the Board of Directors in compliance
with various requirements of the Companies Act, 2013 and SEBI
LODR which are as follows:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

Additionally, the Company has also constituted following two
Committees which are not mandatory for the Company at present:

1. Corporate Social Responsibility Committee

2. Risk Management Committee

The details of composition, meetings held during the financial year
2025-26, terms of reference, etc., pertaining to said committees are
mentioned in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

An exclusive meeting of the Independent Directors was held on 26^th
May, 2025 for familiarization with their role.

COMPLIANCE OF SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with
the applicable provisions of the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and Secretarial Standards on General
Meetings (SS-2) issued by The Institute of Company Secretaries of
India (ICSI).

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013 and the provisions of
the SEBI LODR, the Board of Directors state that:

i. in the preparation of the annual accounts for the year ended
31^st March, 2026, the applicable accounting standards have
been followed along with proper explanation relating to
material departures, if any;

ii. the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of
the financial year and of the profits of the Company for that
period;

iii. 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 and other irregularities;

iv. the Directors have prepared the annual accounts on a going
concern basis;

v. 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

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

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors on the Board have given declarations
that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)
(b) of the SEBI LODR and they also comply with Rule 6(1) and (2)
of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended. In the opinion of the Board, they fulfill
the conditions of independence as specified in the Companies Act,
2013 and the SEBI LODR and are independent of the management.

INTERNAL FINANCIAL CONTROLS

Your Company has adequate internal financial control mechanisms
commensurate with its size and scale of operations, procedures
and policies ensuring orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records and timely preparation of
reliable financial information. During the year under review, such
controls were reviewed and no reportable material weakness either
in design or in operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company, being in manufacturing business, does not have any
policy to give loans, directly or indirectly, to any person or to other
body corporates or give any guarantee or provide any security in
connection with a loan, covered under the provisions of Section 186
of the Companies Act, 2013, to any other body corporate except for
its subsidiary as and when required. The Company also did not make
any investment in securities of any other body corporate during the
year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions which were entered during the
financial year were in the ordinary course of business and on
arm's length basis. There were no materially significant related
party transactions entered into by the Company with promoters,
directors, key managerial personnel or other persons which may
have a potential conflict with the interest of the Company.

All related party transactions were placed before the Audit
Committee and Board for their review and approval.

The Policy on Related Party Transactions as approved by the
Audit Committee and the Board of Directors are available on the
Company's website under the following weblink:https://www.
tilindia.in/investor-relations/related-partv-transaction-policv.

The details of the related party transactions are set out in the note
no. 38 to the financial statements.

MATERIAL CHANGES AND COMMITMENTSAFFECTING FINANCIAL POSITIONS BETWEEN
END OF THE FINANCIAL YEAR AND DATE OF THIS
REPORT

Event 1: The Company had announced a rights issue of partly
paid up equity shares at a price of ' 165/- per equity share (with a
premium of ' 155 per share) to all the existing shareholders at the
ratio of 11 new shares for every 64 shares held by them as on the
record date viz., 23^rd March, 2026. The issue opened on 30^th March,
2026 and closed on 8^th April, 2026. Accordingly, 1,20,91,760 number
of partly paid-up equity shares were allotted to the interested
shareholders who have applied for the same, on 9^th April, 2026.

Consequent upon such issue and allotment, the paid-up
capital of the Company has increased from ' 70,35,20,560/-
comprising of 7,03,52,056 fully paid-up equity shares to
' 79,42,08,760/-comprising of 7,03,52,056 fully paid-up Equity
Shares and 1,20,91,760 partly paid-up Equity shares.

Subsequently, the Board of Directors had decided to make the final
call on the partly paid-up shares to make it fully paid-up.

Event 2: The shareholders of the Company at the Extraordinary
General Meeting held on 14^th March, 2026 has approved acquisition
of 60% paid up equity share capital of M/s. Tulip Compression Private
Limited (TCPL) from M/s. Gainwell Commosales Private Limited.
Accordingly, the Company has entered into a Share Purchase
Agreement with M/s. Gainwell Commosales Private Limited on 23^rd
April, 2026. After completion of all required statutory formalities,
our Company acquired the shares of TCPL with effect from 7^th May,
2026. Accordingly, TCPL has become a material subsidiary of TIL
Limited with effect from 7^th May, 2026.

CORPORATE GOVERNANCE

In terms of the provisions of Schedule V(C) of the SEBI LODR,
a detailed report on the Corporate Governance attached as
ANNEXURE-I, together with a Certificate for the year ended 31^st
March, 2026 issued by M/s. Singhi & Co. (FRN 302049E), Chartered
Accountants, Kolkata, the Statutory Auditors of the Company,
confirming compliance with the requirements of the Corporate
Governance as specified in SEBI LODR attached as ANNEXURE II
forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of provisions of Section 177 of the Companies Act, 2013
and the Rules framed thereunder read with Regulation 22 of the
SEBI LODR, your Company has in place necessary vigil mechanism
through a whistle blower policy, to provide a formal mechanism
to the directors, employees and stakeholders to report genuine
concerns about unethical behavior, actual or suspected, a fraud
or violation of the Company's Code of Conduct and other issues
relating to inappropriate functioning of the organization. The policy
provides for adequate safeguards against victimization of persons
who use such mechanism and provides for direct access to the
Chairperson of the Audit Committee in appropriate or exceptional
cases.

The said policy is available on the website of the Company under the
weblink:https://www.tilindia.in/investor-relations/whistle-blower-
policy.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Section 134 of the Companies Act, 2013 and Regulation
34(2) read with Paragraph B of Schedule V of the SEBI LODR, the
Management Discussion and Analysis Report showing the state of
affairs of the Company together with the SWOT analysis, is attached
as ANNEXURE IV and forms an integral part of this Annual Report.

STATUTORY AUDITORS & THE AUDITORS' REPORT

In terms of provisions of Section 139 of the Companies Act, 2013
read with the provisions of the Companies (Audit and Auditors)
Rules, 2014, as amended, the term of appointment of Messrs. Singhi
& Co. (FRN 302049E), Chartered Accountants, Kolkata as Statutory
Auditors of the Company shall expire from the conclusion of the 51^st
Annual General Meeting of the Company.

Accordingly, the Board of Directors, on the recommendation of
the Audit Committee and subject to approval of the Shareholders,
have recommended the appointment of Messrs. V. Singhi &
Associates (FRN: 311017E), Chartered Accountants, Kolkata, as
the Statutory Auditors of the Company to hold office for a period
of five consecutive years with effect from the Financial Year 2026¬
27. Appropriate resolution seeking approval of the Shareholders
for such appointment and remuneration forms part of the Notice
convening the 51^st Annual General Meeting of the Company.

The Board of Directors expressed their gratitude & appreciation
to the outgoing Statutory Auditors for extending their guidance,
support & co-operation during their tenure of association with the
Company.

EXPLANATIONS ON AUDITORS QUALIFIED
OPINION ON THE FINANCIAL STATEMENT FOR THE
YEAR ENDED 31ST MARCH, 2026

Your Directors refer to the Qualified Opinion given by the Statutory
Auditors on a specific matter relating to Deferred Tax Assets, and
would like to present the Management's perspective thereto.

Auditor's Comments

We draw attention to Note 10.2 of the accompanying Consolidated
Financial Statement. As of 31^st March, 2026, the Company has
recognized Deferred Tax Assets (DTA) (net) amounting to '10,670
lakhs (including ' 1075 lakhs recognized for the year) primarily
towards unused business losses. The recognition of these DTA is

based on management's assessment that sufficient taxable profits
will be available in future against which such assets can be utilised.
In accordance with Ind AS 12, DTA is recognized only when there
is convincing evidence that sufficient future taxable income will be
available for utilization.

The Parent Company has incurred losses during the current year and
in absence of sufficient appropriate audit evidence to support the
management's underlying assumptions for future profitability, we
are unable to comment on the reliability of the profit projections or
the likely timing and quantum of future taxable profits. Consequently,
we are unable to determine the possible effect on the carrying value
of the Deferred Tax Assets and the loss for the year.

Management Explanation

Prior to its change of management in January 2024, your company
has been in difficult operational and financial phase spanning
several years. Persistent lack of business performance had resulted
in significant losses over the years. Within two financial years
after the change of management, TIL has been placed on strong
growth path, plants are being revived at a scale not seen before,
new products are being introduced, and Company hopes to gain
market share in India and make credible inroads into the export
markets in years ahead. In the revival phase of last 24 months, many
crucial processes like localization of critical imported componentry
and design engineering newer products have not yet yielded full
results since, by nature, they will require some more time to reflect
in operational performance. Accordingly, your directors feel that
profitable growth journey of TIL is expected to be steep from now
onwards due to various foundational steps currently underway.

As at the date of Reporting, the Company has Deferred Taxation
Asset (net) amounting to ' 10,670 lakhs, primarily towards unused
business losses. With operating performance gaining traction in last
few quarters, Company Management has reasonable confidence
to expand its business profitably in coming years. Management
has estimated projected business volumes along with growing
order book to generate enough profitability in next few years.
Management believes that the unused business losses will be duly
adjusted against the taxable profits expected within the specified
period.

SECRETARIAL AUDITORS & THE SECRETARIAL
AUDIT REPORT

As per the provisions of SEBI (Listing Obligations and Disclosure
Requirements)(Third Amendment) Regulations, 2024 issued on 12^th
December, 2024 and as appointed by the shareholders at the Annual
General Meeting held on 11^th September, 2025, M/s. Rupanjana De
& Co., Practicing Company Secretaries (FRN P2024WB101200), was
appointed as the Secretarial Auditors of the Company for the next 5
years w.e.f financial year 2025-26.

Accordingly, in terms of the provisions of Section 204(1) of the
Companies Act, 2013 read with the SEBI LODR, the Secretarial
Audit Report, the Secretarial Compliance Report and the Non¬
Disqualification Certificate of Directors have been issued by the
Secretarial Auditors, M/s. Rupanjana De & Co., Practicing Company
Secretaries (FRN P2024WB101200) for the financial year 2025-26
which are annexed as Annexure III and forms part of this Report.

COST AUDITORS & THE COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended,
the Company conduct annual cost audit. The Cost Auditors,

M/s. D. Radhakrishnan & Co., Cost Accountants (FRN: 000018)
have submitted the Cost Audit Report for the financial year 2024¬
25 within the time prescribed under the Companies Act, 2013 and
the Rules made thereunder. The report was duly adopted by the
Board of Directors and filed with Registrar of Companies on 3^rd
September, 2025.

For financial year 2025-26, the Board had appointed M/s. N.
Radhakrishnan & Co., Cost Accountants (FRN 000056) to conduct
the cost audit and the shareholders at the 50^th Annual General
Meeting had ratified the remuneration payable to the said Cost
Auditor of the Company. The Cost Auditor shall provide their
report for financial year 2025-26 within 30^th September, 2026, as
prescribed under the Act.

Further, for the financial year 2026-27, the Board of Directors,
on recommendation of the Audit Committee, has once again
appointed M/s. N. Radhakrishnan & Co., Cost Accountants
(FRN 000056), to conduct the cost audit relating to products
manufactured by the Company falling under the applicable Tariff
heading, at a remuneration of ' 1,50,000/- (Rupees One lakh
Fifty Thousand Only) per annum, subject to ratification by the
shareholders at the 51^st Annual General Meeting. A resolution
seeking ratification of the remuneration payable to Cost Auditors
form part of the Notice convening the 51^st Annual General Meeting.
The Company has received consent from M/s. N. Radhakrishnan &
Co. for their appointment.

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

In compliance with the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo
in the prescribed format is attached as Annexure V and forms a
part of this Annual Report.

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

There were no significant material orders passed by the regulators/
courts/tribunals which is likely to impact the going concern status of
the Company and its future operations.

HUMAN RESOURCE

The Company believes that Culture and Employee Experience are the
only differentiators in today's competitive environment. Endeavour
is on to create a workplace where everyone feels valued, supported,
and empowered to do their best. Employees and workers occupy
prime position in the organization's hierarchy of stakeholders, and
therefore continuous attention is given them.

The Company focuses on growing talent from within and most of
its business leaders are home grown who have played a pivotal
role in the success of the organization. The Company operates
mindful of all regulatory requirements while employing and are an

equal opportunity employer. Strong emphasis is put on diversity
and inclusion and accordingly the focus on creating a balanced
workforce is of prime importance to the Company.

As on 31^st March, 2026, the employee strength of your Company
stood at 355.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under Section 197 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended,
are attached as ANNEXURE VI and forms part of this Report.

CONFIRMATION OF COMPLIANCE ON PREVENTION
OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a safe and secure
environment to its women employees across its functions and
has in place a Policy on "Prevention, Prohibition & Redressal of
Sexual Harassment at Workplace" and also an Internal Complaints
Committee (ICC) as envisaged under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and Rules made thereunder.

During the year under review, 11 awareness programmes were
organized by the Company at its various locations.

During the year under review, no complaints relating to sexual
harassment were reported either with the ICC or with the Company.

The Annual Report of the ICC under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 has been filed with the appropriate authority within the due
date.

CONFIRMATION OF COMPLIANCE WITH THE
PROVISIONS OF THE MATERNITY BENEFIT
ACT, 1961

Your Company hereby affirms that it adheres to all the provisions
and statutory requirements of the Maternity Benefit Act,
1961, concerning maternity leave, medical benefits, and other
entitlements for its female employees during the financial year
2025-26.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3)
of the Companies Act, 2013, the Annual Returns of the Company
for all previous years are uploaded on the website of the Company
and can be accessed athttps://www.tilindia.in/investor-relations/
annual-return/.

COMPLIANCE WITH CODE OF CONDUCT

All Directors and senior management personnel have affirmed
compliance with the code of conduct of the Company. A declaration
to that effect signed by the Chairman and Managing Director as
stipulated under Regulation 34(3) read with Part D of Schedule V to
the SEBI Listing Regulations, for the year ended 31^st March, 2026 is
attached as Annexure VII and forms a part of this Report.