Tembo Global Industries Ltd

To, The Members,

TEMBO GLOBAL INDUSTRIES LIMITED

(CIN: L24100MH2010PLC204331) Regd.PlotNo-PAPD-146/147,TTC MIDC,Turbhe, Navi Mumbai-400705.

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

1. FINANCIALHIGHLIGHT

(Rs. In Lakh)

2. STATE OF COMPANY'S FINANCIAL AFFAIRS

On Standalone Basis

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

PBT: The PBT increased by 134.55 % to 1854.82Lakhs in comparison to 790.81Lakhs of Previous FY 2022-2023.

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

On Consolidated Basis

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

PBT: The PBTincreased by 139.87 % to 1889.52Lakhs in comparison to 787.73Lakhs of Previous FY 2022-2023.

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

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

3. BASIS OF PREPARATION OF FINANCIAL STATEMENT

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

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

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

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

4. DETAIL OF ASSOCIATES AND SUBSIDIARY COMPANY

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

Subsidiary Companies: TEMBO GLOBAL LLC, TEMBO USA INC

UNITED GLOBAL INDUSTRIES LIMITED

5. NATURE OF BUSINESS

Your Company was incorporated as SAKETHEXIMPRIVATELIMITED under the Companies Act, 1956 vide Certificate of Incorporation dated June, 16 2010 issued by the Registrar of Companies, Maharashtra, Mumbai, India. Further, Your Company was converted from Private Limited to a Public Limited Company vide shareholders' resolution dated December07,2017 and consequently the name of your Company was changed to SAKETH EXIM LIMITED pursuant to a Certificate of Incorporation dated December 19^th, 2017. The name of the company was change to avail the benefit of aligning with the company famous brand-TEMBO which is globally familiar brand. Consequently, the name of your Company was changed to TEMBO GLOBAL INDUSTRIES LIMITED pursuant to the Fresh Certificate of Incorporation dated March 13^th 2020. The Corporate Identification Number (CIN) of my Company is L24100MH2010PLC204331.

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

6. CHANGEINTHENATUREOFBUSINESS

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

7. DIVIDEND

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

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

Details of dividend paid during the year under review: i. The Company in its previous Annual general meeting held on 22^nd December, 2023, has declared a final dividend of Re 1.5/- per equity share on the paid-up equity share capital of the company. ii. After the closure of financial years during the current financial year i.e. 2024-25, the Board of Director in its meeting held on 12^th July, 2024declared an Interim Dividend of Rs. 1/- (Rupees One only) per equity share of face value of Re. 10/- (Rupee Ten only) each for the financial year 2024-25.

8. TRANSFER TO RESERVES

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

9. DEPOSITS FROM PUBLIC

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with The Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Details of the deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

11. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (“ICSI”), i.e., SecretarialStandard-1 (“SS-1”) and Secretarial Standard-2 (“SS-2”),relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied with by the Company.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is fully committed to provide the strategic direction towards long-term success of the Company. They ensure long term sustainability, create value, delegate responsibilities, manage risks and ensure high quality governance to keep the Company on the path of sustainable growth and development. The Composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations; with an optimum combination of Executive Director, Non-Executive Non-Independent Directors, Independent Directors and Women Directors.

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

Change in Directors and KMP during the year under review:

The Company with the approval of Shareholders regularize the appointment of Mr. Kaushik Maheshbhai Waghela (DIN : 08242466), as “Executive Director” with effect from December, 2023. The Company with the approval of Shareholders regularize the appointment of Mr. Raman Neresh Kumar Talwar (DIN : 07052896), as “Executive Director” with effect from December, 2023. The Company with the approval of Shareholders regularize the appointment of Mr. Shabbir Huseni Merchant (DIN: 01004618), as “Non-Executive Director” with effect from December, 2023. The Company with the approval of Shareholders regularize the appointment of Mrs. Smita Sanjay Patel (DIN: 00348305), as “Non-Executive Director” with effect from December, 2023 Appointment of Mr. Karan Shinde (DIN: 10065699) as an Independent Director of the Company for a period of five years with effect from December, 2023 till December 30, 2028.

Appointment of Mr. Prakash Sanjay Karpe (DIN: 10236412) as an Independent Director of the Company for a period of five years with effect from December, 2023 till December 30, 2028. Mr. Shabbir Merchant stepped down as Chief Financial Officer of your Company with effect from close of work on 30^th June, 2023. The Board, on the recommendation of the Audit Committee and the Nominations and Remuneration Committee, appointed Ms. Saloni Sanjay Patel as the Chief Financial Officer of your Company w.e.f. 1^st July, 2023.

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

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

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

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

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

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

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

All the Directors of the Company have confirmed that they are not disqualified from being appointed or to continue as Directors of the Company in terms of Section 164 of the Act. The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) & 25 of the SEBI (LODR) Regulations, 2015 and also in the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Act and the rules made thereunder about their status as Independent Directors of the Company.

Further, all the required Ordinary & Special Business Agenda as pointed below are being placed for your approval at the ensuing 14^thAnnual General Meeting. In accordance with the provisions of the Act read with Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard 2 as issued by the Institute of Company Secretaries of India, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, are stated in the Notice convening the 14^thAnnual General Meeting of your Company Appointment of Mr. Firdose Vandrevala (DIN: 00956609) as a Non-Executive Non-Independent Director of the Company.

To approve the Change in designation of Shalin Sanjay Patel (DIN 08757724) from Executive Director to Non-Executive Non-Independent Director. To consider re-appointment of Ms. Fatema Shabbir Kachwala (DIN: 06982324), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible offers herself for re- appointment.

13. COMMITTEES OF THE BOARD

The Committees of the Board of Directors focus on diversified and specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board of Directors on the matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in the governance structure of the Company. The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral part of the Annual Report. During financial year 2023-24, the Board had six (6) Committees, namely:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Corporate Social Responsibility Committee;

- Internal Complaints Committee; and

- Sexual Harassment Committee

14. NUMBER OF BOARD MEETINGS

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

15. DISCLOSUREUNDERSEXUALHARAASSMENTOFWOMENATWORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

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

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

16. DETAILS OF REMUNERATION TO DIRECTORS

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies Act, 2013 and any other re-enactment(s) for the time being in force. Pursuant to Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there under. The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information are available at the registered office of the Company for the inspection.

17. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

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

18. RISK MANAGEMENT POLICY

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

19. POLICY ON PRESERVATION OF THE DOCUMENTS

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

20. POLICY ON CRITERIA FOR DETERMINING MATERIALITYOFEVENTS

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

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

21. AUDITORS

StatutoryAuditors

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

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

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

REPORTING OF FRAUDS BY THE STATUTORY AUDITORS

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

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

Internal Auditors

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

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

Secretarial Auditors

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

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

22. MAINTENANCE OF COST RECORDS AND COST AUDIT

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

23. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

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

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

24. INTERNALAUDITCONTROLSANDTHEIRADEQUACY

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

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

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

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

25. DETAILS OF 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 and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

26. EMPLOYEERELATIONS

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

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

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

27. PARTICULARS OF EMPLOYEES

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

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

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

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

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

29. POLICY ON RELATED PARTY TRANSACTIONS

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

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

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

30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

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

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

31. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE YEAR UNDER REVIEW

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

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

Issuance Of Fully Convertible Warrants On A Preferential Basis To the individual Belonging To The Promoter Category on a preferential basis up to 584400 (Five Lakhs Eighty Four Thousand Four Hundred only) fully convertible warrants (“Warrants”)at an option of the Proposed Warrant Allottee, in one or more tranches, one Equity Share (pari- passu) of face value of INR 10/- (Indian Rupees Ten only) each, for cash at an issue price of INR 230/- (Indian Rupees Two Hundred and Thirty only) per Warrant (including a premium of INR 220/- per Warrant) Increase In the Borrowing Powers Of The Board Under Section 180 (1) (C) upto Rs. 200.00 Crore which in the ensuing Annual General Meeting proposed to be revised by Rs. 350 Crore.

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

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

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

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

The Company has incorporated a company named “Tembo PES JV Private Limited” register with Ministry of Economic Development, Maldives.

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

The achievement of EPC contract of value Rs.9.22 Cr, from Hindustan Rajasthan Refinery Limited (HRRL), Pachpadra, Rajasthan. The EPC contractor is Tata Projects Ltd and the project is piping works in VGO Unit Tembo Projects Limited are incorporated in India and registered with Registrar of Companies, Mumbai on January 20^th, 2024 and are yet to commence their business operations.

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

To make an investment in our wholly owned foreign subsidiary “UNITED GLOBAL INDUSTRIES

INC upto 13000 USD at 1 share for 0.001 ? amounting to 26% of the share capital of the foreign subsidiary

32. ANNUAL EVALUATION

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

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

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

33. FAMILIARIZATION PROGRAMME

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

34. TRANSFEROFAMOUNTTOINVESTOREDUCATIONANDPROTECTIONFUND

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

35. INSIDERTRADINGREGULATIONS

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

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

37. ANNUAL RETURN

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

38. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the Directors of the Company, to the best of their knowledge and belief confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed, along with the proper explanation relating to material departures;

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

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH IT'S STATUS AT THE END OF THE FINANCIAL YEAR

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

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

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

Conservation of Energy:

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

Technology Absorption (R&D, Adaptation and Innovation)

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

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

Benefits derived as a result of the above efforts: Introduction of new and qualitative products. Upgrade of existing products.

Future plan of action:

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

Foreign Exchange Earnings and Outgo

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

41. ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors