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TO THE MEMBERS OF TARINI INTERNATIONAL LIMITED

Dear Shareholders,

Your Directors are pleased to present the Twenty Fourth Annual Report on the working

of the Company for the period from 1% April, 2022 to 31? March, 2023 with audited statements of accounts :- FINANCIAL RESULTS

The Company's Financial Performances during the year 2022-23 as compared to the previous year 2021-22 is summarized below:- (Rupees in Lakhs)

RESERVES & SURPLUS

The Company's reserve & surplus in the year 2023 as per the Standalone Balance sheet has increased to Rs.1,800.86/-Lakhs as compared to the previous year figure of Rs. 1,792.44/-Lakhs

Further, the Company's reserve & surplus in the year 2023 as per the Consolidated Balance sheet has decreased to Rs.1,541.51/- Lakhs as compared to the previous year figure of Rs.1,581.41/-Lakhs PERFORMANCE REVIEW

Further to retaining the operation & maintenance (O&M), your Company has been entrusted for supply of specialized man power during implementation of complete up gradation of control & protection system installed at Damanganga Small Hydro Power Projects in Gujarat.

This ultramodern contro! system will be sourced from Europe and is designed as an integrated control system for small sized Damanganga Hydro Projects including Digital Turbine Governor (DTC) system and is based on the Programmable Logic Controller (PLC) with specific communication and input / output modules for processing signals. The functions of turbine control system will be implemented to provide start of the Units (both SHP I & II) and can be controlled manually or automatically and also operable remotely via SCADA system.

You company is also engaged to supply highly skilled man power involving electrical as well as civil engineers for installation of additional 6.3 MVA Transformer at 3.3 / 66 kV Substation at Damanganga Small Hydro Projects and its related works i.e civil foundations, erection of gantry, laying of cables and execution of additional bay at terminating Substation (66 KV Motapanda) Govt of Gujarat.

FUTURE PROSPECTS

Your Company strives to bid for the prospective projects in the Hydro / Transmission & Distribution (T&D) projects and revival of the small hydro project in Karnataka which awaits statutory clearances from the competent authorities at different levels.

Your Company is also contemplating to revive the other contracts in hand which were temporarily put on hold due to lockdown uncertainty.

Your Company intends to spread its wings by foraying into the Aviation sector which is perhaps one of the most as prospective and promising sector and the world's third largest civil aviation market. Initially your company proposes to set up Flying Training Organization (FTO) so as to impart training to young and aspiring pilots and gradually entering into main stream air transport service by registering itself under non scheduled operations (NSOP), to begin with. Your company is also poised to set up aircraft maintenance repair and overhaul (MROs) unit by yearly 2024,

Your directors inform that they are in advance stage of negotiations with dealers for procurement of suitable aircraft to India and that the registration process for grant of requisite clearances and licenses has already applied with Directorate General Civil Aviation (DGCA) of India, in this regard.

The requisite resolutions proposing addition to the Memorandum of Association (MOA) is placed before the members for their approval.

DIVIDEND

During the Financial year 2022-23, the Company has made profits and it was decided that the profits be retained to improve the operations for future.

SUBSIDIARY COMPANIES

The Company has (02)two subsidiaries Tarini Sugars and Distillaries Limited and Venture Infrastructure Limited There are (02) two associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act)i.e., Tarini Infrastructure Limited, and Tarini Life sciences Limited. There has been no material change in the nature of the business of the subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or Associate Company during the year.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company inciude the Financial Statements of its Subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been given in the Consolidated Financial Statements. In terms of provisions of Section 136 of the Companies Act, 2013, the Company will place separate audited accounts of the Subsidiary Companies on its website.

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit pursuant to provisions of section 73 of the Companies Act, 2013, during the period under review,

AUDITORS

M/s M. Modi & Associates. Chartered Accountants continues to be the Statutory Auditors of the Company on the remuneration to be decided by the Board of Directors. M/s M. Modi & Associates. Chartered Accountants have submitted a certificate, confirming that their appointment is within the limits prescribed in the Section 139 read with Section 141 of the Act.

The Statutory Auditors have given certain observations in their Audit report as under: We draw attention to note 28 to Financial Statement regarding the investment amounting Rs.121.59 Lakhs in the subsidiaries, which has suffered recurring losses and has a net capital deficiency. The financial statements of that subsidiary have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about its ability to continue as a going concern. The standalone financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts that might result that the subsidiary be unable fo continue as a going concern. Had the provision been made in the books of account, the profit before tax for the year would have been converted into loss amounting fo Rs. 107.81 Lakhs.

Though there is an accumulated loss in the subsidiary companies, the said companies have not bagged new projects or work orders due to recession scenario. However, lot of bids are still open for participation and the said company will bag some orders in the near future and hence your directors are of the opinion that no adjustment is required at this stage and the same will be done at the appropriate time.

The other observations of the Auditor are self explanatory and need no reply from the Board of Directors.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Manoj Sharma, Partner, RSMV & Co. Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is appended as Annexure | to this Report.

The Report contains the following observations:-

1. The Enforcement Directorate under the Prevention of Money Laundering Aci, 2002 has provisionally attached the farm house of the Company and the company has obtained the stay from the High Court of Delhi against the said attached order.

2. The Securities Appellate Tribunal has dismissed the appeal of the Company against the order dated March 29, 2019 passed under section 11 and 118 of The Securities and Exchange Board of India Act, 1992 by the Whole Time Member (WTM) of the SEB and the order dated February 10, 2020 passed under section 15-1 of The Securities and Exchange Board of India Act, 1992 by the Adjudicating officer. The Company has filed a statutory appeal against said order before the Hon'ble Supreme Court of India. The Hon'ble Supreme Court of India has ordered recovery of half of the penalty imposed by SEBI, and stayed the recovery of the balance amount. The matter is still under consideration of the Hon'ble Supreme Court.

3. The Nomination and Remuneration Committee consists of one Executive Director (Promoter) in the place of Non-Executive Director. To this extent, there is non-compliance of provision of section 178 (1) of the Companies Act 2013.

4. An Investigation process was initiated by Regional Director (North) Ministry of Corporate Affairs, consequent to SEBI communication received by MCA, under Section 210(1)(c} of the Companies Act,2013. The Company has filed a petition against the said investigation process with the Hon'ble High Court of Delhi. The matter is under the consideration of the Hon'ble High Court.

5. The Registrar of Companies, NCT of Delhi & Haryana had initiated the prosecution process against the KMP's in the Court of ASJ-03 and Special Judge (Companies Act), Dwarka Courts (SW)/New Delhi. The Complaint was dismissed by the said court consequent upon non appearance of the ROC, Despite the Dismissal of the Complaint said Court issued a Summon to the KMP's vide dated 27" April 2022. The Company has filed a writ petition with the

Hon'ble High Court of Delhi and the said summon had been stayed by the Hon'ble High Court vide order dated 15" July 2022 because the Court of ASJ-03 and Special Judge (Companies Act), Dwarka Court's (SW)/New Delhi has become functus officio.

8. During the year under review there was delay in depositing of Income Tax and GST.

Your directors would like to clarify as under fo the said observations:

1. The Company has obtained the stay from the High Court of Delhi against the said attached order and the stay continues.

2. The observation is a factual statement and your Directors are of the opinion thai this observation does not need any reply.

3. Your Directors are looking for a suitable person for appointment which will be done as earliest as possible.

4. The final outcome of the Writ is still awaited. In view of this, your Directors don' foresee any immediate action in this matter.

5. The observation is a factual statement and your Directors are of the opinion that this observation does not need any reply.

6. The delay is due to the reasons beyond the control of Directors. Efforts are made to make the payments on time.

CORPORATE GOVERNANCE

Your Company has been Complying with the principles of good corporate governance over the years and is committed to the highest standards of Compliance.

Pursuant to the Listing Agreement executed by your Company with the BSE read with Regulation 15(2) of SEB! (LODR) Regulations, 2015, the provisions with regard to compliance of Corporate Governance as specified in regulations 17 to 27 and clauses {b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V are not applicable to your company, keeping in view the fact your company is listed in the SME Platform of the BSE Limited.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under SEB! (LODR) Regulations 2015 the Management Discussion and Analysis Report is attached herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of CSR as specified in Section 135 of the Companies Act, 2013 are not applicable to your Company.

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company is available on the website of the Company at the link www. tariniinfra.com as per section 92(3) of the Companies Act, 2013 and rule 12 of the Companies {Management and Administration) Rules, 2014 as amended from time to time.

NUMBER OF MEETINGS OF THE BOARD

The Board met (7) seven times during the financial year viz; on 04.04.2022, 30.05.2022, 08.06.2022, 05.09.2022, 28.10.2022, 14.11.2022 and 06.02.2023.The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, has been disclosed separately at Annexure lil to the Board's Report.

COMMITTEES OF THE BOARD

The Board has three committee's viz., the audit committee, nomination and remuneration committee and Shareholders' / Investors' Grievance Committee

The details pertaining to composition of above committees are given separately at Annexure ll to the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013, Mrs. V Anu Naidu (DIN: 00073661), retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re appointment.

Mr. Vakamulta Chandrashekhar DIN no (00073657) is proposed to be appointed as a Managing Director and Mrs. V Anu Naidu Din No (00073661) is proposed io be appointed as a Whole Time Director. The resolutions proposing to their appointments are placed before the members for approval.

The brief profile of the Director who is to be re-appointed /appointed, are furnished in the notice of the annual general meeting. The Board recommends re-appointment/ appointment of above said Director.

DIRECTORS' RESPONSIBILITY STATEMENT

The Audited Accounts for the financial year ended March 31, 2023 are in conformity with the requirements of the Companies Act, 2013. Pursuant to Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The Directors had 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 profit and loss account of the company for that period. iif} The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) The Directors had prepared the annual accounts on a going concern basis. v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS AND GUARANTEES

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2022-23 are attached as Annexure - Ill which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Company has not entered in any material related party transaction during the year.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 a Annexure IV and the same forms part of this report.

Please refer Note No. 31 to the financial statement which sets out related party disclosures as prescribed under Accounting Standard 18.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination & Remuneration Committee has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committee and Individual Directors, including Independent Directors.

A structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

Board members had submitted response on a scale of 1 (outstanding) - 5 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-independent Directors and the members of management and discussed, inter-alia, the performance of Non - Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statement, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The detailed information about internal controls is set out in the Management Discussion

& Analysis repart which is attached and forms part of this Report. VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy and has established a vigil mechanism for employees and Directors to report their genuine concerns. The Whistle

Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or Courts or tribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF EMPLOYEES

The information required under section 197 (12) of the Act Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is appended as Annexure V to the Board's report.

As far as the disclosure with regard to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information may be treated as NIL. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy and Technology Absorption does not apply to your Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the foreign exchange earnings and the expenditure was nil.

BUY BACK OF SECURITIES

The Company has not made any offer for buy back of its securities during the year under review.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, Bank of India and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors For Tarini International Limited