TRF Ltd

To the Members,

The Board of Directors hereby present the 61^st Annual Report of TRF Limited (‘TRF' or ‘Company'), along with the summary of standalone and consolidated financial statements for the Financial Year ended March 31,2024.

1. Financial Results

(' in lakh)

2. Dividend

In view of accumulated losses during the previous years, the Board of Directors (‘Board') does not recommend any dividend to the shareholders of the Company. However, the Board remains committed to creating value for the shareholders of the Company.

3. Transfer to Reserves

In view of the accumulated losses incurred by the Company during the previous years, the Board of Directors have decided to retain the entire amount of profit for FY 2023-24, in the statement of profit and loss.

4. Capex and Liquidity

During FY 2023-24, the Company incurred a capital expenditure of '298.44 lakh towards office equipment and plant & machinery, which has been funded through internal accruals.

The Company's liquidity position is '610.06 lakh as on March 31,2024.

5. Change in Share Capital

During the year under review, there was no change in the authorized share capital of the Company, which was '5,50,00,00,000/- (Rupees Five Hundred Fifty crore) comprising '30,00,00,000/- (Rupees Thirty crore) equity share capital and '5,20,00,00,000/- (Rupees Five Hundred Twenty crore) preference share capital.

The Company in the Financial Year 2022-23, had issued unlisted Non-Cumulative, Optionally Convertible, Non-Participating Redeemable Preference Shares (‘OCRPS') and Non-Cumulative, Non-Convertible, Non-Participating, Redeemable Preference Shares (‘NCRPS') on private placement basis to Tata Steel Limited.

The Company has filed petition under Section 55(3) of the Companies Act, 2013, before the Hon'ble National Company Law Tribunal (‘NCLT'), Kolkata Bench, on October 28, 2023, for approving issuance of 2,50,00,000 (Two crore Fifty lakh) 11.25% NCRPS of '10/- (Rupees Ten) each, amounting to '25,00,00,000 (Rupees Twenty Five crore) in lieu of redemption of the existing OCRPS. The issuance of the NCRPS to redeem the existing OCRPS, subject to NCLT approval, has been considered and approved by the Board of Directors at its meeting held on October 27, 2023.

Except as mentioned above, the Company has not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights.

6. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (SEBI Listing Regulations'), is annexed as Annexure - 1 to this Report.

7. State of affairs and financial performance Health and Safety

The Safety and well-being of our people is paramount to achieve a ‘zero harm' workplace. The Company has in place a robust set of safety practices and an adequate safety infrastructure based on applicable standards, to ensure safe working environment. Emphasis is being laid down on safety trainings, mass campaigns, popularizing of safety procedures and implementation of robust systems.

The Company has also taken a special drive to improve safety of its business partners and their employees through Safety Induction Training, Implementation, Contractors Safety Management System (‘CSMS'), Medical Examination, Eye Check-ups and Vertigo Test. To assess and improve the safety of our employees and business partners, competency-based audits were conducted periodically and the improvement areas identified based on the aforesaid audits, are being addressed.

The Company maintained Zero Fatality and Loss Time Injury (‘LTI') during FY 2023-24.

Operational and financial performance

Human Resource (‘HR') development, employee motivation and engagement continue to be key focus areas for the Company. Key interventions and initiatives undertaken to improve and strengthen our HR related processes and systems, inter-alia, included, reviewing of skill and competency of manufacturing workforce in line with the requirement of future business, gaps identified for training & development and capability building program for development of critical skills initiated in collaboration with JN TATA Vocational Training Institute (‘JNTVTI') and Tata Steel Limited (‘Tata Steel'). Further, to strengthen governance and compliance "online Contract Labour Management System" has been implemented.

During FY 2023-24, a total of 2,958 Metric Tonne (‘MT') of finished goods were manufactured for Tata Steel. The Company was able to sustain the throughput performance of more than 250 MT every month and achieved 272 MT in the month of March 2024, which was the highest throughput during FY 2023-24.

Some of the noteworthy accomplishments in FY 2023-24 included, scaling up and resuming production following a complete overhaul of the idler assembly & testing shop to operationalize idler manufacturing and building of an open yard facility for structural fabrication work.

For the first time, we produced the largest Electric Overhead Travelling (‘EOT') crane, measuring 34 meters in span, for Tata Steel in Ludhiana and also produced an automobile undercarriage with a tray for quenching.

Further, long held-up material inventory was reduced by over 45% in FY 2023-24 through focused initiatives and continuous engagement with customers. Despite challenges, we continued to move forward and made significant progress towards completion of some of the major projects, which included, successful contractual closer for Damodar Valley Corporation (‘DVC'), Raghunathpur, performance guarantee for three number of Bharat Heavy Electricals Limited (‘BHEL') project i.e. Wanakbori, Bhadradri and Kothagudem and obtained Final Acceptance Certificate (‘FAC') for Visakhapatnam Steel Plant Project, being the last contractual milestone of the project.

In addition to the above, during FY 2023-24, Bank Guarantees were reduced to the tune of 30% over the previous year. Further, through concerted and vigorous efforts, the Company has been able to collect nearly '152.73 crore from customers in FY 2023-24.

The Company also completed the divestment of two of its step-down foreign subsidiaries viz, Dutch Lanka Trailers Manufacturers Limited (‘DLT) and Dutch Lanka Engineering (Private) Limited (‘DLE') in Sri Lanka, which had been pending for a long time and was one of the major milestones achieved during FY 2023-24.

Financial Performance

On a standalone basis, the total income from operations of your Company during the FY 2023-24 was '160.28 crore (previous year was '225.65 crore). Profit before tax for the year was '46.60 crore (previous year profit before tax was '81.06 crore).

On a consolidated basis, the total income from operations of your Company during the year stood at '162.05 crore (previous year was '226.22 crore), whereas the profit before tax for the year was '41.67 crore (previous year profit before tax was '80.84 crore). The total comprehensive profit for the year was '42.08 crore (previous year total comprehensive profit was '94.58 crore).

8. Subsidiaries, Joint Ventures and Associates

The Company has two wholly-owned foreign subsidiaries i.e. TRF Singapore Pte. Limited and TRF Holdings Pte. Limited as on March 31,2024.

During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

During FY 2023-24, two step-down wholly-owned foreign subsidiaries i.e. Dutch Lanka Trailer Manufacturers Limited and Dutch Lanka Engineering (Private) Limited, got divested on December, 2023. Except as mentioned, there has been no change in the status of the Company's subsidiaries during FY 2023-24.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘Act'), the Company has prepared consolidated financial statements of the Company and its subsidiaries, which form part of this Annual Report. Further, the report on the performance and financial position of each subsidiary of the Company along with a statement containing the salient features of its financial statements in the prescribed Form AOC-1 is annexed to this Report as Annexure - 2.

Pursuant to the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited financial statements of the Company, including consolidated financial statements and related information of the Company and financial statements of the subsidiary companies, are available on the website of the Company at https://trf.co.in/investors-relations/financial-statement-of-subsidiaries/

The Company does not have any joint venture or associate company as on March 31,2024.

9. Divestment

Divestment of stake in Dutch Lanka Trailer Manufactures Limited along with Dutch Lanka Engineering (Private) Limited

On December 11,2023, TRF Singapore Pte. Limited (‘TRFS'), a wholly-owned foreign subsidiary of the Company, divested its 100% stake held, in Dutch Lanka Trailer Manufacturers Limited, Sri Lanka (‘DLT'), along with Dutch Lanka Engineering (Private) Limited, Sri Lanka (‘DLE'), a 100% subsidiary of DLT (both being step-down wholly-owned subsidiaries of the Company), to United Motors Lanka PLC (‘UML'), at a fixed consideration value of LKR 700 Mn. (~'19 crore) through execution of Share Purchase Agreement (‘SPA') between TRF Singapore Pte. Limited (‘TRFS') and United Motors Lanka PLC (‘UML').

10. Scheme of Amalgamation

Withdrawal of Scheme of Amalgamation amongst TRF Limited, Tata Steel Limited and their respective shareholders

The Board, at its meeting held on September 22, 2022, had approved the scheme of amalgamation of TRF Limited (‘TRF') into and with the Tata Steel Limited (‘Scheme').

However, considering the improvement of the Company in its business performance, owing to on-going support from Tata Steel in the form of placement of order(s) and infusion of capital coupled with the Company's efforts on enhanced debtor collections, improved project delivery timelines & compliance and cost & asset optimization, the Board at its meeting held on February 6, 2024, decided not to pursue the amalgamation and accordingly, approved withdrawal of the Scheme. In concurrence with the decision of the Board, the Board of Directors of Tata Steel had also consented to the withdrawal of the Scheme.

Further, the Company had filed an application in this regard before the Hon'ble National Company Law Tribunal (‘NCLT'), with the prayer to withdraw the Scheme. The said application was allowed by the Hon'ble NCLT vide its Order dated February 7, 2024. The necessary disclosures as required were made to the Stock Exchanges where Company shares are listed.

As on date, the Company continues to be the associate company of Tata Steel Limited.

11. Credit Rating

During the year under review, CARE Ratings Limited reaffirmed its rating outlook on the Company from ‘Positive' to ‘Stable' and assigned the long-term Bank Facilities credit rating of ‘A- with stable outlook'.

12. Material changes post closure of the Financial Year

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate i.e., March 31,2024, and the date of this Report.

13. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

ii. they 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 profit of the Company for that period;

iii. they have taken proper and sufficient care 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;

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

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

14. Directors

The year under review, saw the following changes to the Board of Directors (‘Board').

Inductions to the Board

On the recommendation of the Nomination and Remuneration Committee (‘NRC') and in terms of the provisions of the Companies Act, 2013, the Board at its meeting held on May 15, 2024, appointed Ms. Samita Shah (DIN: 02350176) and Mr. Akshay Khullar (DIN: 10545101) as Additional (Non-Executive, Non-Independent) Directors of the Company, effective May 16, 2024.

The resolution for confirming the appointment of Ms. Samita Shah and Mr. Akshay Khullar as the Directors of the Company forms part of the Notice convening the Annual General Meeting (‘AGM') scheduled to be held on Friday, August 2, 2024.

Re-appointment Director retiring by rotation

In terms of the provisions of the Companies Act, 2013, Mr. Sanjib Nanda (DIN: 01045306), Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Nanda forms part of the Notice convening the ensuing AGM scheduled to be held on Friday, August 2, 2024.

The profile and particulars of experience, attributes and skills that qualify Mr. Nanda for Board membership is disclosed in the said Notice.

Cessations

During the year under review, there has been no change in the Board of Directors of the Company. However, Mr. Avneesh Gupta ceased to be Non-Executive, Non-Independent Director and Chairperson of the Board effective from the close of business hours of May 15, 2024. The Board of Directors places on record its deep appreciation for wisdom, knowledge and guidance provided by Mr. Gupta, during his tenure as a Non-Executive, Non-Independent Director and Chairperson of the Board.

Election of Chairperson of the Board

Mr. Avneesh Gupta stepped down as a Director and Chairperson of the Board, effective May 15, 2024 (close of business hours). Subsequently, Ms. Samita Shah was elected as the Chairperson of the Board, effective May 16, 2024.

Independent Directors Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act, and applicable Rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with The Indian Institute of Corporate Affairs (‘IICA').

Key Managerial Personnel

Pursuant to the provision of Section 203 of the Act, the Key Managerial Personnel (‘KMP') of the Company as on March 31,2024, are as under:

During the year under review, there has been no change in the KMPs of the Company.

15. Meetings of the Board and Committees of the Board

The Board met 7 (Seven) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of the Annual Report for FY 2023-24.

16. Selection of New Directors and Board Membership criteria

The Nomination and Remuneration Committee (‘NRC') works with the Board to determine the appropriate characteristics, skills and expertise for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and expertise in business, finance, governance, and public service. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Directors, including Independent Directors. Thereafter, the NRC recommends to the Board the selection of new Directors.

Characteristics expected of all Directors includes, independence, integrity, high personal and professional ethics, sound business judgment and ability to participate effectively in deliberations. The Company has in place a Policy on Directors appointment including criteria for determining qualifications, positive attributes, and independence of a Director.

The salient features of the Policy are:

1. It acts as a guideline for matters relating to appointment and re-appointment of Directors.

2. It contains guidelines for determining qualifications, positive attributes of Directors and Independence of a Director.

3. It sets out the approach of the Company on board diversity.

4. It lays down the criteria for determining independence of a Director, in case of appointment of an independent Director.

The Policy is available on the website of the Company at https://trf.co.in/corporate/policies-pledges/ During the year under review, there has been no change to the Policy.

17. Familiarisation Programme for Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations.

Further, all new Independent Directors (‘IDs') at the time of appointment are issued a letter of appointment explaining their role, duties and responsibilities as IDs of the Company.

Details of orientation given to the existing Independent Directors in the areas of Safety, Health & Environment, Business & Strategy and Governance & Operation are available on the website of the Company at https://trf.co.in/ investors-relations/director-induction-familarisation/

18. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations.

During the process, the Board sought feedback from Directors on various aspects of governance and performance which includes Board structure and composition, frequency of Board Meetings, participation in the long-term strategic planning, contribution to and monitoring of corporate governance practices and the fulfillment of Directors obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The above aspects are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairperson of the Board had one-on-one meeting with the Independent Directors (‘IDs') and the Chairperson of Nomination and Remuneration Committee (‘NRC') had one-on-one meeting with the Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

Further, in a separate meeting of the IDs, the IDs reviewed the performance of Non-Independent Directors, the Board as a whole and Chairperson of the Board, after considering the views of Executive and other Non-Executive Directors. The NRC reviewed the performance of the individual Directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

Outcome of Evaluation

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

19. Remuneration policy for the Board and Senior Management

Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for the Directors, Key Managerial Personnel and all other employees of the Company. As part of the policy, the Company strives to ensure that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and,

• remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are:

1. It lays down parameters on the recommendation, distribution, and criteria for annual commission to be paid to the Independent Directors and Non-Executive Directors.

2. It lays down parameters for remuneration payable to the Managing/Whole-time Director(s).

3. It lays down the parameters for the components of the remuneration (including fixed pay, retiral benefits, variable pay, perquisites, retirement benefits) to be given to the Executive Directors, KMPs, Senior Management and rest of the employees.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://trf.co.in/corporate/policies-pledges/

20. Pecuniary Relationships or transactions

Throughout the reviewed year, the Company had no financial connections or dealings with any of its Non-Executive Directors except for payment of sitting fees/commission to the Independent Directors and Non-executive Directors (not in employment with any other Tata Company) for attending meetings.

21. Internal Financial Control Systems and their adequacy

The Company has in place an established internal financial control system designed to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances commensurate with the nature of the business of the Company, its scale, size and complexity of the operations and such internal financial controls with reference to the financial statements are adequate. The controls based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Control over Financial Reporting has been reviewed by the internal and statutory auditors.

The Audit Committee has also reviewed the effectiveness of internal controls and compliance controls, related party transaction, the status of internal financial controls and key accounting controls.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

22. Committees of the Board Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee comprises of Mr. Krishnava Dutt (Chairperson), Mr. Ranaveer Sinha, Dr. Ansuman Das and Mr. Sanjib Nanda. The Committee met five (5) times during the year under review, the details of which are given in the Corporate Governance Report, forming part of this Annual Report.

There has been no instance where the Board has not accepted the recommendations of the Audit Committee during the year under review.

Nomination and Remuneration Committee (‘NRC')

The NRC oversee the Company's nomination process including succession planning for the senior management and the Board. The Committee comprises Mr. Ranaveer Sinha (Chairperson), Dr. Ansuman Das and Mr. Avneesh Gupta. The Committee met twice during the year under review, the details of which are given in the Corporate Governance Report.

There has been no instance where Board has not accepted the recommendation of the Nomination and Remuneration Committee during the year under review.

Stakeholders Relationship Committee (‘SRC')

The SRC considers and resolves the grievances of our shareholders. The Committee comprises Mr. Ranaveer Sinha (Chairperson), Ms. Ramya Hariharan and Mr. Umesh Kumar Singh. The Committee met once during the year under review, the details of which is given in the Corporate Governance Report.

23. Auditors Statutory Auditors

Members of the Company at the 54^th Annual General Meeting (‘AGM') held on July 27, 2017, approved the appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (Registration No. 304026E/E-300009) (‘PW'), Chartered Accountants, as the statutory auditors of the Company.

Further, the Members of the Company at the 59^th AGM held on August 30, 2022, approved re-appointment of M/s Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No. 304026E/E-300009) (‘PW'), Chartered Accountants, as the statutory auditors of the Company, for a second term of five years commencing from the conclusion of the 59^th AGM held on August 30, 2022, until the conclusion of the 64^th AGM of the Company to be held in the year 2027.

The report of the Statutory Auditors forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Shome & Banerjee (Firm Registration No. 000001) as the Cost Auditors of the Company for conducting cost audit for the Financial Year ending March 31,2025.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board, based on the recommendation of the Audit Committee, approved a remuneration of '3.50 lakh (Rupees Three Lakh and Fifty Thousand) plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2024-25, subject to ratification by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the AGM.

Secretarial Auditors

Section 204 of the Act, inter-alia, requires every Listed Company to annex to its Board's Report, a Secretarial Audit Report, given in the prescribed form by a Company Secretary in practice.

The Board had appointed M/s D. Dutt & Co., (Reg. no. I2001WB209400), Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of the Company for FY 2023-24 and their Report is annexed to this Report as Annexure-3. There are no qualifications, observations, adverse remarks or disclaimer in the said Report.

The Board has also appointed M/s D. Dutt & Co. as Secretarial Auditors to conduct Secretarial Audit of the Company for the FY 2024-25.

Reporting of Fraud

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

24. Risk Management

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a Risk Management Committee. However, the Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. A brief note on risks and concerns has been covered in the Management Discussion and Analysis, which forms part of this report.

25. Vigil Mechanism and Whistle Blower Policy

The Board of Directors of the Company has adopted a Vigil Mechanism that provides a formal mechanism for all the Directors, Employees and Business Associates including Customers to make protected disclosures about any unethical behaviour, actual or suspected fraud, or violation of Company's Code of Conduct or Ethics to the Ethics Counsellors / Chairperson, Audit Committee, thereby, ensuring that the activities of the Company are conducted in a fair and transparent manner. No person is denied access to the Chairperson of the Audit Committee.

The Company's Vigil Mechanism have policies that include the Whistle-Blower Policy for Directors & Employees, the Whistle-Blower Policy for Business Associates, the Whistle-Blower Protection Policy for Business Associates (vendors/customers), Gift and Hospitality Policy (‘G&H'), the Anti-Bribery and Anti-Corruption (‘ABAC') Policy, and Anti-Money Laundering (‘AML') Policy.

• Gift and Hospitality Policy (‘G&H')

The purpose of the Policy is to ensure that the Company personnel does not, directly or indirectly, give or promise to give or accept any gift and hospitality, with the intention of obtaining or retaining business for the Company, or with the intention of obtaining or retaining an advantage in the conduct of business for the Company, or if there is any suggestion or expectation that the recipient will do something in return, or if such act of offer or acceptance could be perceived as creating a Conflict of Interest (‘COI').

• Anti-Bribery and Anti-Corruption (‘ABAC') Policy

The purpose of the Anti-Bribery and Anti-Corruption Policy (‘ABAC Policy') is to ensure that the Company conducts its operations and business activities in consonance with applicable laws, highest ethical standards and ensures the prevention, detection of fraud, bribery and corruption.

• Anti-Money Laundering (‘AML') Policy

The purpose of the Anti-Money Laundering Policy (‘AML') is to prevent the involvement of the Company in any money laundering activities (whether directly / indirectly or conversion of illegally gained money) even where the involvement may be unintentional in the conduct of its operations and business activities of the Company.

All these policies are available on the website of the Company at https://trf.co.in/corporate/policies-pledges/

The Whistleblower Policies for Directors & Employees and Business Associates encourages every Director, Employee, and Business Associate to promptly report any actual or possible violation of the Tata Code of Conduct

(‘TCoC') or any event that he/she becomes aware of that could affect the business or reputation of the Company. The Company ensures protection for the whistleblowers and any attempts to intimidate the whistleblower is also treated as a violation of the TCoC. The Whistleblower Policy includes reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI') as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended.

During the FY 2023-24, the Company received thirteen (13) whistle-blower complaints, of which ten (10) complaints were investigated and appropriate actions were taken. Three (3) complaints were under investigation as on March 31,2024.

26. Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given and investments made during the year under review in accordance with Section 186 of the Act, is annexed to this Report as Annexure - 4.

27. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company's website at https://trf.co.in/corporate/policies-pledges/

During the year under review, all transactions entered into by the Company with its related parties were approved by the Audit Committee and were at arm's length and in the ordinary course of business of the Company. Prior omnibus approvals have been obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Report for FY 2023-24.

28. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During FY 2023-24, the Company received two (2) complaints related to sexual harassment, which have been resolved by taking appropriate actions. There are no pending complaints as on the date of this report.

29. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 (‘Act'), the Company is required to spend, in every Financial Year, at least two percent of the average net profits of the Company made during the immediately preceding three Financial Years in various CSR activities. Considering that, the Company has accumulated losses in the immediately preceding three Financial Years, i.e. FY 2020-21,2021-22 and 2022-23, the Company was not liable to incur any expenditure towards CSR activities during FY 2023-24.

However, the Company has voluntarily undertaken various CSR initiatives in the areas of education, healthcare and environment protection, etc. The Company also encourages its employees to participate in various volunteering activities.

The Company has voluntarily undertaken the following CSR activities during the year under review which, inter-alia, include the following:

• Encouraging literacy among children

• Employability training & livelihood

• Navjeevan- Blood donation camp

• Tree plantation at TRF Nagar

• Free eye health check-up camp at TRF Nagar & adjacent community

• Mammography Camp at TRF Township Dispensary

30. Annual Return

As per the requirement of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return of the Company for FY 2023-24, is available on the Company's website at https://trf.co.in/annual-return/

31. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - 5.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at comp_sec@trf.co.in

32. Corporate Governance

The Corporate Governance Report for FY 2023-24 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The certificate from a Practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report.

The Company has in place, a Code of Conduct laid by the Board of Directors for all its Board Members and Senior Management of the Company, which is affirmed by them on an annual basis. In Compliance with the above regulation, the Managing Director's declaration confirming compliance with the Code of Conduct has been made part of this Annual Report.

33. Significant and Material Orders passed by the Regulators or Courts

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements.

34. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Although the operations of the Company at Jamshedpur and its project sites are non-polluting in nature, adequate precautions are taken by the Company, to comply with all regulatory requirements in this regard at all locations. In addition to ensuring compliance with the legal norms, the Company continues its efforts towards tree plantation.

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - 6.

35. Deposits

During the year under review, the Company has not accepted any deposits from public in terms of the Act. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

36. Secretarial Standards

The Company has devised proper systems and processes to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

37. Other disclosure

i. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

ii. There has been no change in the nature of the business of the Company, as on the date of this Report.

38. Acknowledgements

We thank our Shareholders, Customers, Vendors, Investors, Business Associates, and Bankers for their continued support during the year. We place on record our appreciation of the contribution made by all the employees towards improving productivity and in implementation of various initiatives to reduce costs and bring improvement in operational efficiencies.

We also thank our Workers' Union, the Government of India, the State Governments where we have operations and other government agencies for their support and look forward for their continued support in the future.