TIL Tractors India

TIL Limited

CIN: L74999WB1974PLC041725

Registered Office:
1, Taratolla Road, Garden Reach
Kolkata-700 024
Ph. : 6633-2000, 6633-2845
Fax : 2469-3731/2143
Website : www.tilindia.in

29th May, 2026

The Manager,
Listing Department
National Stock Exchange of India Ltd.,
Exchange Plaza, C-1, Block - G,
Bandra Kurla Complex, Bandra (E),
Mumbai 400 051

The Secretary,
Listing Department
BSE Ltd.,
P.J. Towers,
Dalal Street, Fort,
Mumbai 400001.

Stock Code: TIL
Scrip Code: 505196

Dear Sir/Madam,

Sub: Annual Secretarial Compliance Report for the financial year ended 31st March, 2026

Pursuant to Regulation 24A of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Annual Secretarial Compliance Report of TIL Limited, issued by M/s. Rupanjana De & Co., Practicing Company Secretaries, on 28th May, 2026, for the financial year ended 31st March, 2026.

Kindly take the same in your record.

Thanking you,

Yours faithfully

For TIL LIMITED

CHANDRANI CHATTERJEE
COMPANY SECRETARY

Encl. As above

Rupanjana De & Co. Practising Company Secretaries

SECRETARIAL COMPLIANCE REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026

[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018]

The Members

TIL LIMITED

Registered Office: 1, Taratolla Road, Garden Reach, Kolkata – 700024, West Bengal

We, Rupanjana De & Co., Practicing Company Secretaries, have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by TIL LIMITED (CIN: L74999WB1974PLC041725) (hereinafter referred as ‘the listed entity’), having its Registered Office at 1, Taratolla Road, Garden Reach, Kolkata- 700024, listed on BSE Limited (‘BSE’) Scrip Code: 505196 and the National Stock Exchange of India Ltd. (‘NSE’), Scrip Code: TIL. Secretarial Review 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 our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorised representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on 31st March, 2026, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We, Rupanjana De & Co., Practicing Company Secretaries, have examined:

(a) all the documents and records made available to us and explanation provided by TIL Limited (‘the listed entity’),

(b) the filings/ submissions made by the listed entity to the Stock Exchanges,

(d) any other document/filing, as may be relevant, which has been relied upon to make this certification,

Kolkata Office

Unit 1414B, Aurora Waterfront, 14th Floor, GN 34/1, GN Block,

Sector V, Salt Lake, Bidhannagar, West Bengal - 700091

Tel: +91-9163111995; +91-7003240092; +91-9763918599

E-mail: [email protected]; [email protected]

Bangalore Office

Flat No. F1702, Candeur Signature, Varthur

Bangalore, Karnataka - 560087

Tel: +91-98002 62228

E mail: [email protected]

Rupanjana De & Co. Practising Company Secretaries

for the financial year ended on March 31, 2026 ('Review Period') in respect of compliance with the Provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 ('SCRA'), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ('SEBI').

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as 'Listing Regulations');
(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(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;
(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable during the Audit Period);
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable during the Audit Period);
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable during the Audit Period);

Kolkata Office
Unit 1414B, Aurora Waterfront, 14th Floor, GN 34/1, GN Block,
Sector V. Salt Lake, Bidhannagar, West Bengal - 700091
Tel: +91-9163111995; +91-7003240092; +91-9763918599
E-mail: rde@rupanjana deadco.com; sde@rupanjana deadco.com

Bangalore Office
Flat No. F1702, Candeur Signature, Varthur
Bangalore, Karnataka - 560087
Tel: +91-98002 62228
E-mail: dsinha@rupanjana deadco.com

Rupanjana De & Co.
Practising Company Secretaries

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable during the Audit period);

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable during the Audit period);

(j) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review period:

(a) The listed entity has complied with the provisions of the above Regulations and Circulars/ Guidelines issued thereunder;

(b) The listed entity has taken the following actions to comply with the observations made in previous reports (Not applicable during the Audit period).

Sr. No.	Particulars	Compliance Status (Yes/No/NA)
1.	Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI).	Yes	None
2.	Adoption and timely update of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval of Board of Directors of the listed entities.
• All the policies are in conformity with SEBI Regulations and have been reviewed & timely updated as per the regulations/circulars/guidelines issued by SEBI.	Yes	None

Bangalore Office
Flat No. F1702, Candeur Signature, Varthur
Bangalore, Karnataka - 560087
Tel: +91-98002 62228
E mail: [email protected]

Rupanjana De & Co.
Practising Company Secretaries

| 3. | Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website.
• Timely dissemination of the documents/information under a separate section on the website.
• Web-links provided in annual corporate governance reports under Regulation 27 (2) of Listing Regulations are accurate and specific which redirects to the relevant document(s)/section of the website. | Yes | None |
| --- | --- | --- | --- |
| 4. | Disqualification of Director:
None of the Directors of the listed entity are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity. | Yes | None |
| 5. | Details related to Subsidiaries of listed entity have been examined w.r.t.: (a) Identification of material subsidiary companies (b) Requirements with respect to disclosure of material as well as other subsidiaries | Yes | None |
| 6. | Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under the Listing Regulations. | Yes | None |
| 7. | Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations. | Yes | None |
| 8. | Related Party Transactions (RPT):
(a) The listed entity has obtained prior approval of Audit Committee for all Related party transactions.
(b) In case no prior approval obtained, the listed entity shall provide detailed reasons along | Yes
No such event | None |

Kolkata Office
Unit 1414B, Aurora Waterfront, 14th Floor, GN 34/1, GN Block,
Sector V, Salt Lake, Bidhannagar, West Bengal - 700091
Tel: +91-9163111995; +91-7003240092; +91-9763918599
E-mail: [email protected]; [email protected]
Bangalore Office
Flat No. F1702, Candeur Signature, Varthur
Bangalore, Karnataka - 560087
Tel: +91-98002 62228
E mail: [email protected]

Rupanjana De & Co.
Practising Company Secretaries

	with confirmation whether the transactions were subsequently approved/ ratified/ rejected by the Audit committee.
9.	Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of Listing Regulations within the time limits prescribed thereunder.	Yes	None
10.	Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.	Yes	None
11.	Actions taken by SEBI or Stock Exchange(s), if any:
No actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder (or)
The actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specified in the last column.	Yes	No such event
12.	Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the Listing Regulations by listed entities.	NA	No such event
13.	Additional non-compliances, if any:
No additional non-compliance observed for any SEBI regulation/ circular/ guidance note, etc. except as reported above.	NA	No such non-compliance

*Observations/Remarks by PCS are mandatory if the Compliance status is provided as 'No' or 'NA'

Rupanjana De & Co.
Practising Company Secretaries

Assumptions & Limitations of Scope and Review:

Compliance with the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the Listing Regulations and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

Date: 28th May, 2026
Place: Kolkata

Rupanjana De
Chief

CS Rupanjana De
Practising Company Secretary
(F.C.S. No.: 7530 /C.P. No.: 14492)
UDIN No.: F007530H000479914
Partner – Rupanjana De & Co.
ICSI Unique Code No.: P2024WB101200

Bangalore Office
Flat No. F1702, Candeur Signature, Varthur
Bangalore, Karnataka - 560087
Tel: +91-98002 62228
E-mail: [email protected]

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