Artson Ltd

To the Members,

The Board presents the 45^th Annual Report of Artson Engineering Limited (the Company or AEL) along with the Audited Financial Statements for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

2. COMPANY'S PERFORMANCE

The Company's revenue from operations for the year under review aggregated to 12,812 lakhs (Previous Year: 13,142 lakhs), a slight 2.5 % reduction over previous year. The operations of the Company for the year under review resulted in profit/ (loss) before tax of 230.38 lakhs (Previous Year: (2097.24) lakhs) and profit/ (loss) after tax of 605 lakhs (Previous Year: (2351) lakhs).

The Company successfully completed the works for Paradeep Phosphates Limited (PPL) (earlier Zuari Agro Chemicals Limited) at Goa, which was resumed after a suspension. Further commercial closure is at advanced stages for the works completed for GMR, Hyderabad; IOCL, Dhumad; IOCL, Paradip-1, ONGC, Kakinada; and NFC, Kota and are expected to be completed shortly. The Company had to short close the absorber construction at Talcher and Vallur due to delays in release of fronts and changes in scope. The Nashik unit manufactured and delivered process plant equipment cumulatively weighing more than 1500 tonnes of varied material of construction including carbon steel, stainless steel, exotic steels like hastelloy, duplex, super duplex and Inconel.

It also successfully completed the prestigious order from Kutch Copper Limited of 42.80 Crores for supply of gas-to-gas heat exchangers, being the heaviest equipment fabricated the till date from this Unit. Major achievements from Nashik unit include achievement of highest ever turnover viz., 6232 Lakh; execution of orders for high pressure equipment, pressure vessels, high thickness cladded equipment; and completion of 5^th ASME audit for U, U2, R, S and NB stamp.

Nagpur Unit performed well during the H1. However, it faced certain challenges including underloading and non-availability of work force in the H2. A total of approx. 5000 MT of steel structures were fabricated from this unit for clients including Tata Project Limited for their Naomundi project and BHEL for Patratu project.

Company's Parli Unit is a new 7-acre facility, less than 50 kms from the upcoming Navi Mumbai Airport and less than 70 kms away from the prolific JNPT port. Being close to Mumbai it would give the Company the flexibility to address demand from Western zone with a lower cost of transportation and added advantage of seaport proximity. The mid-term plan is to use this facility as a multimodal facility to support all SBUs (manufacturing, fabrication and shipbuilding subassemblies) while also providing the flexibility of space to pursue new business opportunities.

Despite the initial establishment challenges and hiccups, this facility commenced its commercial operations during February / March 2024 and delivered about 250 MT fabricated steel structures. This unit is now equipped to fabricated approx. 500 MT of steel structures PM.

At GRSE, over the year the Company has been receiving regular orders for fabrication & erection of Hull blocks and orders for mechanical erection of equipment. During the year the Company received total orders worth 1050 Lakhs. The Company was appreciated by GRSE for their performance and before time completion of some of the orders received.

Some of the Major Orders received:

From Danieli Corus for feed vessels and coal silos.

From Piramal Pharma for heat exchangers in exotic material. From Mundra Petrochem Limited for 74 nos. of pressure vessels.

From Tata Projects Limited and from Thyssenkrupp for fabrication and supply of steel structures aggregating to 7750 MT. From GRSE for Hull block fabrication & erection, including fabrication of aluminium Hull blocks and mechanical erection works.

Consistent and sustained GDP growth was witnessed by the Country. Despite volatile global situation, the industry and infrastructure in India is poised to grow. ‘Make in India' and ‘Atmanirbhar Bharat' initiatives of the GoI have complimented the growth.

In the Union Budget 2023-24, the Government has laid a Blue-Print for greener growth identifying sustainable growth as one of the four opportunities for achieving the vision of India @100 under ‘Amritkaal' and accordingly many programmes have been launched for green energy, mobility, renewable energy etc. The Company sees vast opportunities in these sectors. With decades of experience in construction of various types of tanks and associated works, the Company foresees opportunities in construction of cryogenic tanks, hydrocarbon storage tanks etc., as related infrastructure grows there will be vast opportunity for manufacturing and fabrication of process plant equipment and structural steel fabrication. Both these opportunities will be seen as sustainable growth triggers for the Company's manufacturing facilities based in Nashik, and the newly established Parli facility.

The growth in energy sector including coal based thermal power plants, capacity increase and modernisation of steel plants pan India, investments in infra projects and data centres have generated requirements of heavy fabricated structures. Considering huge requirements, the Company expects a demand and supply gap. The Company thus will position itself to encash the opportunity and explore possible capacity enhancement through automation, modernisation and establishment of another facility.

As major PSU and private oil Companies now are investing in projects related to hydrocarbon derivatives and beyond hydrocarbon including bio energy / alternate fuels etc. generating requirement of process plant equipment, the Company foresees business for its manufacturing Units for such equipment.

With GoI initiative many Indian civil airports have been awarded to private airport operators to modernise, develop and operate on long lease basis. Investment in ATF fuel farms and hydrant networks has been planned in some of these airports by the private airport operators. With the experience of successful similar past execution at Mumbai and Hyderabad airports, the Company sees vast potential for similar such opportunities in this financial .

Shipbuilding vertical has been performing consistently at GRSE, Kolkata which along with other PSU shipyards is flooded with orders for construction of new naval ships and repair and maintenance of commissioned ship. New Shipyards have been identified and being developed as a part of making India a global hub for ship building and repairs. Further, the key enablers like disallowing more than 20-year-old ships to operate in Indian waters, Government initiatives like Sagarmala project, declaring 111 rivers across India as national waterways for cargo transport by IWA have exponentially increased the opportunities for the Company. With the experience gained from GRSE, the Company has registered with Hindustan Shipyard Limited and is exploring opportunities with other clients including Mazagaon Dock for similar works and building complete products in ship building sector.

In view of above encouraging scenario, the Company will focus on opportunities based on its strengths and past track records for sustainable and profitable growth towards stronger balance sheet in coming years

The Company continues to maintain excellent record on Employee's Health and Safety at all factory locations and project sites and has received appreciation from its clients.

The Company has taken several measures to ensure the well-being of its employees including leveraging the power of technology to enable them to work from home. Further, standing by its core commitment the Company is navigating through these unprecedented times by building stronger and deeper relationships with consumers and its partners.

3. EXECUTION OF BRAND EQUITY & BUSINESS PROMOTION AGREEMENT (BEBP) WITH TATA SONS PRIVATE LIMITED

The Board of Directors are pleased to inform that on 15^th July 2024, the Company has signed the Brand Equity and Business Promotion (BEBP) Agreement with Tata Sons Private Limited, thereby entitling the Company to utilize the mark/s viz., "A TATA ENTERPRISE" and / or "A TATA PRODUCT" in addition to the "TATA LOGO" on certain marketing Communications. This marks a major milestone in the Company's journey.

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e., manufacturing of process plant equipment, fabrication of structures & associated works and construction of storage tanks etc. remains the same and there was no change in the nature of business of the Company during the year under review.

5. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long-term issuer rating of ‘IND A+/Stable'. The Outlook is stable. The instrument-wise rating is as follows:

• "IND A+/Stable" for the Term Loan.

• "IND A+/Stable/IND A1+" for the fund-based limits.

• "IND A+/Stable/IND A1+" for the non-fund-based limits.

6. DIVIDEND

Considering the financial position of the Company, the Board of Directors have not recommended dividend for the year 2023-24. Further, as the members are aware, pursuant to the revised terms of loan (interest free for 20 years), conversion of certain payables into loans (interest free for ten years) given by the Holding Company, Tata Projects Limited (TPL), the Company is not permitted to declare dividend to the equity Shareholders (including the Holding Company/ promoter) until the re-payment of loan.

7. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the year ended 31^st March 2024.

8. BORROWINGS

The total borrowings of the Company including long-term loans and working capital facilities stood at 6,028.07 Lakhs as on 31^st March 2024.

9. ANNUAL RETURN

The Annual Return of the Company for the FY 2023-24 in the prescribed form MGT-7 as required under section 92(3) of the Act is available on the website of the Company i.e., www.artson.net

Except for the proposal for sale of Nagpur Undertaking of the Company which is being placed at AGM for approval of the Members, there were no materialchangesand/orcommitmentsaffectingthe financial position of the Company, occurred between theendofthefinancialyear of the Company to which the financialstatements relate i.e., 31 ^st March 2024 and the date of the report i.e., 23^rd April 2024.

During the year under review, the Board of Directors at their meeting held on 19^th April 2023 appointed Mr. Jyotisman Dasgupta as Independent Director and Mr. Shashank Jha, CEO as the CEO and Whole-Time Director, both w.e.f. 19^th April 2023 and their appointments were approved by members at the 44^th AGM of the Company held on 17^th August 2023. Further, during the year under review Mr. Ashish Kulkarni and Ms. Priya Kher were appointed as Independent Directors of the Company w.e.f. 18^th March 2024 by the Board of Directors and in terms of the provisions of the Companies Act 2013 (Act) and the corresponding Rules made thereunder, the aforesaid appointments are being placed at the ensuing AGM for approval of the members.

In addition to the above, Mr. Deepak Natarajan was appointed as Non-Executive Director of the Company w.e.f. 10^th June 2024 in place of Mr. Sanjay Sharma by the Board of Directors and in terms of the provisions of the Act and the corresponding Rules made thereunder, the aforesaid appointments are being placed at the ensuing AGM for approval of the members.

During the year under review, Mr. Sunil Potdar, ceased to be Director w.e.f. 29^th April 2023 upon completion of his term. Also, Mr. Pralhad Pawar retired w.e.f. the date of previous AGM i.e., 17^th August 2023. Further, Ms. Leja Hattiangadi, retired w.e.f. 18^th March 2024 upon completion of her tenure and Mr. Sanjay Sharma resigned from the position Director w.e.f. 10^th June 2024, consequent to stepping down from the Holding Company, Tata Projects Limited (TPL).

In accordance with the provisions of the Act and the Company's Articles of Association, Mr. Vinayak Pai, retires by rotation and being eligible, offers himself for re-appointment. The proposal for re-appointment of Mr. Vinayak Pai is being placed at the AGM along with the necessary details.

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 19^th April 2023 appointed Mr. Shashank Jha as Whole-Time Director of the Company w.e.f. 19^th April 2023 and his appointment was approved by members at the 44^th AGM of the Company held on 17^th August 2023.

As per the requirement of Section 149 (7) of the Act, the Independent Directors of the Company, have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations / Listing Regulations).

During the financial year, the Board met Five (5) times i.e., on 19 ^th April 2023, 12^th July 2023, 8^th August 2023, 16^th October 2023, and 12^th January 2024. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has conducted an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of the Committees. The following process was adopted for Board evaluation:

i. Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the meeting of Independent Directors and the Nomination and Remuneration. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the Nomination and Remuneration with the Chairman of the Board.

It was also presented to the Board.

iv. Assessment of performance of every statutorily mandated Committee of the Board was conducted and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. v. During the year under review, the recommendations made in the previous year were satisfactorily implemented.

Based on the annual evaluation process and the overall engagement affairs of the the Independent Directors in the Company during the year, the Board of Directors are of the opinion that the Independent Directors of the Company possess, practice, and preach highest standards of integrity and have the required experience and expertise in their respective areas which enable them to provide guidance to the Management and adds value in the Company's decision process.

Based on the framework ofinternalfinancialcontrols and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board believes that the Company's internal financial controls were adequate and effective during the year ended 31 ^st March 2024. Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed and that there was no material departure therefrom.

• They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit/ Company for the year ended on that date.

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 frauds and other irregularities.

• They have prepared the annual accounts on a going concern basis.

They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31^st March 2024; and

• Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March 2024.

The Audit Committee (AC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

The composition of the Committee is as per the requirements of the provisions of Section 177 of the Act. During the year under review, Mr. Jyotisman Dasgupta was inducted as the member of Audit Committee w.e.f. 19^th April 2023. Further, Mr. Sunil Potdar and Ms. Leja Hattiangadi ceased to be members of Audit Committee due to their retirement from the Board w.e.f. 29^th April 2023 and 18^th March 2024, respectively. To ensure the optimum composition of Committee, Mr. Ashish Kulkarni was inducted as the member of the Audit Committee w.e.f. 18^th March 2024. Upon cessation of Mr. Sanjay Sharma, Mr. Deepak Natarajan was inducted as the member and Chairman of Audit Committee w.e.f. 10^th June 2024.

The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance, financial controls. The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Act and Listing Regulations.

During the financial year, the Audit Committee met Four (4) times i.e., on 19^th April 2023, 12^th July 2023, 16^th October 2023, and 12^th January 2024.

The Nomination and Remuneration Committee (NRC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act. During the year under review, Mr. Jyotisman Dasgupta was inducted as the member of the Committee w.e.f. 19^th April 2023. Further, Mr. Sunil Potdar and Ms. Leja Hattiangadi ceased to be members of Committee due to their retirement from the Board w.e.f. 29^th April 2023 and 18^th March 2024, respectively. To ensure the optimum composition of Committee, Ms. Priya Kher, was inducted as the member and Chairperson of the Committee w.e.f. 18^th March 2024.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Act and Listing Regulations.

During the financial year, the Nomination andRemuneration^th April 2023, 12^th July 2023, and 12^th January 2024.

The Stakeholders' Relationship Committee (SRC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act. During the year under review, Mr. Jyotisman Dasgupta and Mr. Shashank Jha were inducted as the members of the Committee w.e.f. 19^th April 2023. Further, Mr. Sunil Potdar, Mr. Prahlad Pawar and Ms. Leja Hattiangadi ceased to be members of Committee due to their retirement from the Board w.e.f. 29^th April 2023, 17^th August 2023 and 18^th March 2024, respectively. To ensure the optimum composition of Committee, Ms. Priya Kher was inducted as the member of the Committee w.e.f. 18^th March 2024.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Act and Listing Regulations.

During the financial year, the Stakeholders' Relationship Committee met Four (4) times i.e., on19 ^th April 2023, 12^th July 2023, 16^th October 2023, and 12^th January 2024.

The Corporate Social Responsibility Committee (CSRC) of the Company comprises of 1 Independent Director, 1 Non-Executive Director and 1 Whole-Time Director.

The composition of the Committee is as per the requirements of the provisions of Section 135 of the Act. During the year under review, Mr. Shashank Jha was inducted as the member of the Committee w.e.f. 19^th April 2023. Further, Mr. Prahlad Pawar and Ms. Leja Hattiangadi ceased to be members of Committee due to their retirement from the Board w.e.f. 17^th August 2023 and 18^th March 2024, respectively. To ensure the optimum composition of Committee, Mr. Ashish Kulkarni was inducted as the member of the Committee w.e.f. 18^th March 2024.

Upon cessation of Mr. Sanjay Sharma, Mr. Deepak Natarajan was inducted as the member of the Committee w.e.f. 10^th June 2024.

Pursuant to the provision of section 135 of the Act read with the corresponding Rules made thereunder and the Corporate Social Responsibility Policy adopted by the Board of Directors, the provisions of CSR spending in the year 2023-24 were not applicable to the Company, therefore during the year under review, no Corporate Social Responsibility Committee meeting was held. The Corporate Social Responsibility policy of the Company is available on the website of the Company, https://artson.net/about-us/policies/corporate-social-responsibility-csr-policy/

The Board of Directors at their meeting held on 12^th August 2024 had approved and recommended for change of name of the Company from Artson Engineering Limited to ‘Artson Limited' subject to requisite approvals. As per the provisions of the Act approval of the shareholders is required by way of a special resolution for changing the name of the Company and corresponding alteration in the Memorandum of Association (MOA) and Articles of Association (AOA). Accordingly, the proposal is included in the notice convening the 45^th AGM of the Company seeking approval of the members.

In the event any name, other than 'Artson Limited' is made available by the MCA and acceptable to the Board / its authorized representatives, the name of the Company shall be changed to such other name (which is made available).

The proposed change of name will not affect or alter any of the rights of the Company and / or of the shareholders/ stakeholders of the Company.

The Board of Directors at their meeting held on 12^th August 2024 had approved and recommended for alteration of MOA in line with the requirements of the Act and to align the Company's activities and accommodate future diversification. Accordingly, it is proposed to alter the objects clause and re-number the clauses of the MOA as detailed in the resolution forming part of the notice convening the AGM. Further, the Board of Directors at their meeting held on 12^th August 2024 also approved and recommended for alteration of AOA in line with the requirements of the Act by adopting the new set of AOA as prescribed in Table-F of the Act.

The copy of proposed MOA and AOA are available on the website of the Company www.artson.net.

As per the provisions of the Act, approval of the shareholders is required by way of a special resolution for alternation of MOA and AOA. Accordingly, the proposals are included in the notice convening 45^th AGM of the Company seeking approval of the members.

The Company proposes to enter into a Business Transfer Agreement (BTA) with Tata Projects Limited (Holding Company/ Purchaser/ TPL) for transferring the Nagpur Division of the Company as a going concern by way of slump sale, which is subject to the terms and conditions specified in the BTA and other transaction documents to be executed by the Company and TPL, for the reasons and objects as mentioned in the explanatory statement forming part of the notice convening 45^th AGM. The Company has obtained a Valuation Report from Mr. Harsh Chandrakant Ruparelia, Registered Valuer (Securities or Financial Assets) in this regard. In terms of the provision of the Act, approval of the shareholders is required by way of a special resolution to sell, lease, or otherwise dispose of the whole or substantially the whole of the undertaking of the Company. Accordingly, the proposal is included in the notice convening the 45^th AGM of the Company seeking approval of the members.

Based on the recommendations of the NRC, the Board of Directors approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel, and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Director's Remuneration, Code of Conduct, Board EffectivenessReview, and mandates of the Board Committees. The Remuneration Policy is placed on the website of the Company www.artson.net for reference and enclosed as Annexure 1.

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on related party transactions. All related party transactions entered during the year under review were on arm's length basis and were in the ordinary course of business. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval was 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. There were no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and Body Corporate(s) which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of these Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC 2 is not applicable for the year under review. The details of the transactions with related parties are provided in the accompanying Financial Statements.

Particulars as prescribed under Section 134(3)(m) of the Act pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure 2.

The Company has adopted measures for risk Management and mitigation thereof. A formal risk reporting system has been devised by the Company. Project Review Committee has been constituted comprising of Directors and senior Company to review, assess and mitigate the risks, conversion of risk into opportunities, problems/ irregularities related to implementation and execution of projects (including project delay, change in scope and estimation errors) and implementation of checks and balances for proper execution of future work. The key risk Management and mitigation practices include those relating to identification of key risks associated with the business objectives, impact assessment, risk evaluation and reporting.

The Company neither has any joint venture with nor does it have any associate or subsidiary Company as defined under various provisions of the Act.

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V of the Act.

During the year under review, there were no significant and/ or material orders passed by any Regulator/ Court/Tribunal which could impact the going concern status of the Company and its operations in future.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Act read with Rules made thereunder, the Shareholders at the 43^rd Annual General Meeting (AGM) of the Company held on 28^th June 2022, approved the re-appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (PwC) (Firm Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of the 43^rd AGM till the conclusion of the 48^th AGM to be held in the year 2027.

The Auditors' Report issued by PwC for the financial year 2023-24 does not contain any qualification, reservations, adverse remark, or disclaimer.

b) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held 23^rd April 2024 re-appointed M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118), as the Cost Auditors for the financial year 2024-25 to conduct the audit of Steel Products of the Company. The necessary consent letter and certificate of eligibility was received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products of the Company for the financial has been included in the notice convening 45^th AGM of the Company.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 19^th April 2023 had appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for the financial year 2023-24. The SecretarialAudit Report in the prescribed form MR-3 on the audit conducted by the said Auditor is enclosed to this Report as Annexure 3.

Further, based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 23^rd April 2024 re-appointed M/s. MKS & Associates as the Secretarial Auditors of the Company for the financial year 2024-25. The necessary consent letter and certificate of eligibility was received from Associates, Company Secretaries, confirming their eligibility to be re- appointed as the Secretarial Auditors of the Company.

In terms of the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, (as amended or re-enacted from time to time) and based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 23^rd April 2024 appointed M/s. Aneja Associates, Chartered Accountants, Proprietorship Firm (Firm Registration Number 100404W) as the Internal Auditors of the Company for the financial year 2024-25. M/s Aneja Associates confirmed their willingness and eligibility for appointment as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

The Company has adopted adequate internal financial controls, commensurate with the size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) and the Act. These are in accordance with the generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Company's internal audit system is geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and Regulations, and safeguarding of assets from unauthorized use.

Based on the framework of internal financial controls and compliance systems established and Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board and Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the year 2023-24.

The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted a Committee for Prevention of Sexual Harassment at workplace. No complaints were received under the said policy during the year under review.

During the year under review, no employee in the Company drew remuneration in excess of the amounts prescribed under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is enclosed as Annexure 4.

The authorised share capital of the Company is 17,00,00,000/- comprising of 15,00,00,000 equity shares of 1/- and 2,00,000 preference shares of 100/- each. Further, the paid-up equity share capital of the Company is 3,69,20,000/- divided into 3,69,20,000 equity shares of 1/- each. During the year under review, there was no change in the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

During the year under review, the Company has not: i. Issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014. ii. Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014. iii. Implemented any Employee Stock Option Scheme for its employees.

During the period under review, the Company has not given any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding Company pursuant to Section 67(2) of the Act.

The Company has adopted a Whistle Blower Policy to report to the Management, the instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Under the policy, the employees can approach the Company's Ethics Counsellor/ Chairman of the Audit Committee for reporting.

Pursuant to the Regulation 15(2) of Listing Regulations, compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and 46 (2)(b) to (i) and (t) and para-C, D and E of Schedule V are not applicable to the Company because, neither the paid-up share capital exceeds 10 Crore nor the net-worth exceeds 25 Crore as on the last day of previous financial year i.e., 31^st March 2024. Accordingly, the report pertaining to the Code of Corporate Governance have not been annexed.

Further, pursuant to the provision of Regulation 34 read with para-B of schedule V, the Management Discussion Analysis Report is enclosed as Annexure 5.

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited (Holding Company), customers - both in India and abroad, suppliers and vendors, Banks, and other Government and Regulatory authorities, Financing, and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.