Talbros Automotive Components Ltd

Dear Members,

Your Directors are pleased to present the 67^th Annual Report on the business and operations of your Company along with Audited Financial Statements (Standalone and Consolidated) and the Auditors' Report thereon for the financial year ended March 31, 2024.

Financial Highlights:

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

BUSINESS REVIEW

Despite ongoing challenges, economic activity thrived with extensive government spending, robust household consumption the stable employment landscape and a significant expansion on the supply side. Looking ahead, global growth is expected at momentum of 3.2% from 2023 extending into both 2024 and 2025.

Global headline inflation, on the other hand, showed a downward trajectory, with forecasts indicating a decrease from 6.8% in 2023 to 5.9% in 2024, followed by a further decline to 4.5% in 2025. This reduction in the inflation rates of fuel and food prices, in turn, lead to a decrease in the overall inflation rates.

Domestic demand conditions in India persisted with strong performance. Moreover, the Indian Government continued with substantial investments in public infrastructure, while simultaneously ramping up the financial sector. These investments played pivotal role in stabilising the economy amidst various external uncertainties.

The Indian automotive industry performed fairly in financial year 2023-24 due to surge demand in Two wheelers sales. As per SIAM'S, the overall Auto segment grew by 9.62%, Passenger vehicle sales grew by 6.86%, Commercial vehicle grew by 2.97% and Two-wheeler sales grew by 10.33%. In Commercial vehicle segment, the HCV sales grew by 3.48%, LCV sales grew by 2.68%. In Two-wheeler segment, Scooter sales grew by 14.10%, Moped sales grew by 11.82% and Motorcycle sales grew by 8.70%.

During the period under review, your Company remained focused on manufacturing, logistics for growth and continuity in operations with renewed vigor ensuring ample safety measures for its employees.

FINANCIAL REVIEW

In financial year 2023-24, Gasket and Heat Shield Division registered a turnover of ' 501.98 Crores up by 17.42% as compared to financial year 2022-23 turnover of ' 427.50 Crores and the Forging Division registered a turnover of ' 276.28 Crores up by 25.77% as compared to financial year 2022-23 turnover of ' 219.68 Crores.

Your Company recorded all time high revenue from operations on standalone basis for the financial year 2023-24 amounting to ' 778.27 Crores, 20.25% higher as compared to the last financial year 2022-23 with gross turnover of ' 647.18 Crores. Profit after tax (PAT) for the Company for financial year 202324 was ' 129.06 Crores, 195.33% higher as compared to the PAT of ' 43.70 Crores in the previous year 2022-23.

During the year your Company has completed the process of divesting and selling its entire 40% stake in Its Joint Venture Nippon Leakless Talbros Private Limited (LTL) on January 25, 2024, so the financials of LTL have been considered till the said date. Upto the said date, LTL registered a turnover of ' 79.23 Crores as compared to financial year 2022-23 turnover of ' 86.15 Crores. PAT of LTL was ' 14.04 Crores, higher by 19.13 % as compared to PAT of ' 11.79 Crores in the previous year 2022-23.

The JV Company Marelli Talbros Chassis Systems Private Limited (MMT) registered a turnover of ' 259.91 Crores up by 23.89% as compared to financial year 2022-23 turnover of ' 209.79 Crores. PAT of MMT was ' 18.89 Crores, higher by 64.55% as compared to ' 11.48 Crores in the previous year 2022-23.

Talbros Marugo Rubber Private Limited (TMR), another JV Company has registered a turnover of ' 122.47 Crores up by

43.54% as compared to financial year 2022-23 turnover of ' 85.32 Crores. PAT of TMR was ' 2.21 Crores as compared to ' 2.84 Crores in the previous financial year 2022-23.

During the financial year 2023-24, the consolidated total revenues increased by 20.25% from ' 647.18 Crores in 202223 to ' 778.27 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components player with presence across two wheelers, passenger vehicles, commercial vehicles and farm equipments. Our business is broadly divided into gasket & heat shields, forgings, suspension systems, anti-vibration products, and hoses. We are also having joint ventures with global auto giants for suspension and rubber components.

For Gaskets and Heat Shield, we continue to be a market leader with having a market share of over 50% which is approx. 3 times the nearest competitor. We are also a market leader in - Two-wheeler, Agri & off Loaders, HCV & LCV segment.

Your Company signed up exclusive contract with Sanwa, Japan for lightweight aluminum Heat Shields, a futuristic product technology, which is used for automotive applications, especially in PV segment and value added features like noise reduction, emission control, heat insulation at challenging temperatures and is widely used on new generation engines including hybrid and EVs.

Your Company has received multi years orders over ' 1,000 Crores from both, domestic and overseas customers across its business divisions, product segments and JVs. These orders are to be executed over a period of next 5 years covering the Company's product lines - gaskets, heat shields, forgings and chassis. These orders will help us increase our share with existing customers and new customers across geographies thereby gaining market share in coming years.

The revenues in Gaskets and Heat Shield division are expected to grow by 13% CAGR till financial year 2026-27 to ' 700 Crores.

For Forging business line, with one stop solution for Hot Forging (750 to 2,500 ton Press), strong presence in overseas market & supplier to top Tier I companies, one stop solution for die design, machine parts and heat treatment (normalising and carbohydrising), the revenues are expected to grow by 23% CAGR till financial year 2026-27 to ' 500 Crores.

Along with this, your Company also has increased focus on EV business.

TRANSFER TO RESERVE

An amount of ' 50 Lacs has been transferred to General Reserves out of the profit earned during the financial year 2023-24.

DIVIDEND

Your Board of Directors declared Interim Dividend for the financial year 2023-24 @ 10% (' 0.20 per equity share) on 6,17,28,150 Equity Shares of ' 2/- each, aggregating to ' 1,23,45,630/-, at its meeting held on November 8, 2023. The said Interim dividend was paid to the Shareholders on December 5, 2023.

Further, your Directors are pleased to recommend, a final dividend @ 25% (' 0.50/- per equity share) for the financial year 2023-24 on 6,17,28,150 Equity Shares of ' 2/- each, aggregating to ' 3,08,64,075/- (Rupees Three Crores Eight Lacs Sixty Four Thousand and Seventy Five Only), for the approval of members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is enclosed as Annexure-I to this Report and provides a detailed analysis on the performance of business and its outlook.

BUSINESS AND OPERATIONS OF THE COMPANY AND THE MATERIAL CHANGES AFFECTING IT

The Company is relentlessly working on increasing the business and is taking all necessary steps to ensure the health, safety and well-being of its employees and constantly moving forward on the path of growth.

The Board of Directors in their meeting held on December 22, 2023 approved to divest and sell its entire 40% stake in Nippon Leakless Talbros Private Limited (LTL), joint venture between the Company and Nippon Leakless Corporation, Japan), constituting of 48,00,000 fully paid-up equity shares of ' 10/- each at ' 81.80 Cr.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2024 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

INDUSTRY OVERVIEW

The Indian automobile industry has long been a reliable indicator of the country's economic health, showcasing its growth and technological advancements. India holds a prominent position in the global heavy vehicles market, boasting the titles of the largest tractor producer, the second-largest bus manufacturer, and the third-largest heavy truck producer. Data from the Society of Indian Automobile Manufacturers (SIAM) reveals that total unit sales for the industry soared to 2,38,53,463 in 2023-24, marking a significant increase from the previous year.

One major factor poised to shape its future is the shift towards electric vehicles (EVs). With the Government targeting a 30% EV penetration by 2030, a surge in demand is expected.

In the domestic market, passenger vehicle sales jumped from 38,90,114 to 42,18,746 units in 2023-24. Furthermore, sales of commercial vehicles, spanning medium, light, and heavy variants, rose from 9,62,468 units in 2022-23 to 9,67,878 units in 2023-24.

SHARE CAPITAL

During the year under review, the Board with members' approval in 67^th AGM executed the split of the existing Equity Shares of the Company from 1 (One) Equity Share of face value of ' 10/- (Rupees Ten only) each fully paid-up, into 5 (Five) Equity Shares having face value of ' 2/- (Rupees Two only) each fully paid-up.

The Paid up share capital of the Company as on March 31, 2024 stands at ' 12,34,56,300/- divided into 6,17,28,150 equity shares of ' 2/- each.

Further, Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently there is no change in the capital structure since previous year, except as disclosed above.

CREDIT RATING

Company's credit ratings were revised by CARE Ratings on October 3, 2023. The ratings of the Company are as under:

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 2015-16 for amount aggregating to ' 3,68,555/- had been transferred to the “Investor Education and Protection Fund” established by the Central Government on October 18, 2023.

The Company shall transfer the unclaimed dividend for the financial year 2016-17 to the Investor Education and Protection Fund on or before October 24, 2024 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend warrants for the financial year 2016-17 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is intimating those members who have so far not claimed the unpaid dividend for the financial year 2016-17.

The Company has transferred 72,905 equity shares of ' 2/- each to IEPF in the previous year and the unpaid Dividend on such shares was also transferred to the IEPF. The Company also updated 6,56,470 equity shares after Split to IEPF in respect of shares transferred to IEPF in earlier years before Split.

The Company would be transferring the required shares this year as per the data finalised by KFin Technologies Private Limited, Registrar and Transfer Agent of the Company.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

The Board of Directors recognises and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help it retain its competitive advantage.

During the year 2023-24, no changes took place in the composition of Board of Directors.

CONTINUATION OF DIRECTORSHIP

Members of the Company had approved the continuation of Directorship of Mr. Naresh Talwar (DIN: 00059155) as Chairman and Non-Executive Director, for a period of 5 years with effect from April 01, 2019.

Mr. Naresh Talwar is one of the Promoters of the Company and has been associated with the Company since 1976. His involvement in the operations of the Company over a long period of time and his pioneering role in guiding the Company for its diversification and growth and has immensely benefitted the Company to emerge as a leader in Gasket and Heat Shield business.

Based on the recommendation of Nomination and Remuneration Committee and in compliance with the requirements of applicable provisions of SEBI (LODR), the Board proposes his continuation as Chairman and NonExecutive Director for a further period of 5 years with effect from April 01, 2024, not liable to retire by rotation, for approval of members in the ensuing AGM.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vidur Talwar (DIN: 00114643) is liable to retire by rotation and being eligible, offers himself for re-appointment.

Details of the proposal for Director seeking re-appointment are mentioned in the annexure to the Explanatory Statement of the Notice of 67^th Annual General Meeting. The Board recommends his re-appointment to the members for their approval.

REAPPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION OF THE RE-APPOINTMENT

Mr. Ajay Kumar Vij was appointed as an Independent Director at the 62^nd AGM of the Company for a term of five years and holds office up to September 24, 2024. He is aged 63 years. He holds MBA and Bachelor Degree in Science from Punjab University, Chandigarh and is having rich experience and knowledge.

Mr. Ajay Kumar Vij meets the criteria of independence as per provisions of Section 149(6) of the Companies Act, 2013.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Ajay Kumar Vij (DIN: 00164984) as Independent Director, not liable to retire by rotation, for a second term of five consecutive years w.e.f. September 25, 2024 to September 24, 2029.

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Secretarial Standards, the details of Mr. Ajay Kumar Vij seeking reappointment in the ensuing Annual General Meeting, are provided in the Explanatory Statement annexed to the Notice of the 67^th AGM.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not disqualified to act as Independent Directors.

They have also complied with requirements of Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. The Board is of the opinion that Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

As on date, Company has following key managerial personnel in compliance with the provisions of Section 203 of the Companies Act, 2013.

All Directors, key managerial personnel and senior management have confirmed compliance with the Company's Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programs for welfare and sustainable development of the weaker sections of the society.

The Company has contributed to several organisations namely Armed Forces Flag Day Fund, Paradise Homes, The Earth Saviours Foundation, Savera Association, Roshni Education Society, Sarvam Foundation, NGO Sapna, Servants of the People Society, Institute of Cerebral Palsy, Venu Charitable Society, Sri Jwala Mahakali Mandir, Save The Girl, The Talwar Foundation, Delhi Common Wealth Women's Association, Guild for Service, Dakshin Delhi Kalibari Association for fulfilling its CSR obligations for the financial year 2023-24 and ensuring compliance with provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The amount of ' 88.32 Lacs was spent by the Company during the financial year 2023-24 to fulfill its CSR obligations and ensure compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company undertakes activities as per the CSR Policy (available on company's website www.talbros.com) and further details of the CSR activities are contained in the Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N), Chartered Accountants, were re-appointed as Statutory Auditors of the Company at 65th Annual General Meeting of

the Company held on September 25, 2022 for a second term of 5 years to hold office till the conclusion of 70^th AGM.

The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory Auditors on the financial statements (standalone as well as consolidated) of the Company for the financial year 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 & Certificate of Practice No. 3116), a practicing Company Secretary for carrying out Secretarial Audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2024 as provided by M/s. Kiran Sharma & Co., Practicing Company Secretary is annexed to this Report as Annexure IV and forms part of this report.

The Report confirms that the Company is compliant with the applicable statutory laws, rules and regulations, namely:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

iii) The Depositories Act, 1996 and the regulations and Byelaws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding compliance of the Companies Act and dealing with client;

vi) Secretarial Standards issued by The Institute of Company Secretaries of India.

vii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

viii) Applicable labour, environmental and industrial laws, rules, regulations and guidelines.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s. Vijender Sharma & Co., Cost accountants (Firm Registration No. 00180) were re-appointed as the Cost Auditors of the Company for the financial year ending March 31, 2024 to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2022-23 issued by M/s. Vijender Sharma & Co., Cost Accountants (Firm Registration No. 00180) in respect of the various products as prescribed under the Cost Audit Rules was filed in the prescribed form with the Ministry of Corporate Affairs (MCA) during the year.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors has also re-appointed them as Cost Auditors for financial year 2024-25, to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

RISK MANAGEMENT

The Company has formulated a process for risk management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimisation of the risks.

Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DISCLOSURES Board Meetings

During the Financial Year 2023-24, 5 (five) Board Meetings were held on May 16, 2023, August 8, 2023, November 8, 2023, December 22, 2023 and February 7, 2024. Details of the same are available in the section 'Meetings of the Board of Directors' in the Corporate Governance Report.

Audit Committee

During the Financial Year 2023-24, 4 (four) meetings of Audit Committee were held on May 16, 2023, August 8, 2023, November 8, 2023 and February 7, 2024. Composition and other details of the Audit Committee are available in the Corporate Governance Report.

During the year under review, all the recommendations of the Audit Committee have been duly considered and accepted by the Board of Directors.

Nomination and Remuneration Committee

During the Financial Year 2023-24, 1 (One) meeting of the Nomination and Remuneration Committee were held on March 11, 2024. Composition and other details of the Nomination and Remuneration Committee are available in the Corporate Governance Report.

Stakeholders' Relationship Committee

During the Financial Year 2023-24, 4 (four) meetings of Stakeholders' Relationship Committee were held on May 16,

2023, August 8, 2023, November 8, 2023 and February 7,

2024. Composition and other details of the Stakeholder's Relationship Committee are available in the Corporate Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2023-24, 2 (two) meetings of the Corporate Social Responsibility Committee was held on November 7, 2023 and February 6, 2024. Composition and other details of the Corporate Social Responsibility Committee are available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of Directors and board diversity.

Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of Directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the Board and its Committees thereof, the Chairman and the Directors individually has been carried out has been explained in the Corporate Governance Report.

The Remuneration Policy of the Company is available on company's website www.talbros.com.

Related Party Disclosures

Related party transactions are periodically reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions as referred to in Section 188(1) of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

SEBI had made a major recast of the regulatory processes on related party transactions vide various Circulars mandating “Prior” approval of shareholders for Material Related Party Transactions from AGM to AGM basis. Therefore, the Board has taken relevant approvals from the Audit Committee for,entering into the Related party transactions and the Board of the Company also recommend Member's approval for the resolution regarding Material Related Party Transactions as set out in the notice of AGM.

The contracts or arrangements of the Company with related parties during the period under review were in ordinary course of business and on arms' length basis and in accordance with the shareholders' approval, wherever required. The Audit Committee has also given the omnibus approval for the transactions repetitive in nature in the first Board Meeting of the Financial Year.

The Board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is available on company's website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is attached as Annexure II.

Frauds reported during the year

No material frauds were reported for the period under review.

Statement containing salient features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on March 31, 2024 in Form AOC-1 is annexed to this Report as Annexure V.

Conservation of energy, technology absorption, research and development and foreign exchange earnings and outgo

In accordance with the requirements of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure VI and form part of this report.

Particulars of remuneration of Employees

The information/details required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure -VII.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

Public Deposits

There are no deposits outstanding as on March 31, 2024, except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit amounting to ' 4,37,000/- remains unclaimed at the end of financial year 2023-24 and the same is being transferred to Investor Education and Protection Fund (IEPF).

There has been no default in repayment of deposits or payment of interest thereon during the year.

No order with respect to depositors for extension of time for repayment, penalty imposed has been received from National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Listing of Shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out by M/s KFin Technologies Limited (earlier Kfin Technologies Private Limited), Registrar and Share Transfer Agent from the following address:-

Selenium Building, Tower-B, Plot No 31 & 32,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddi, Telangana India - 500032

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is enclosed as Annexure VIII and is part of this Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading “Report on Corporate Governance” which forms part of this Annual Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

The Company has put in place a policy on redressal of Sexual Harassment and a Policy on redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual Harassment Act”). As per the policy, any employee may report his/ her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the object of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommendation for appropriate action. Policy regarding Sexual Harassment at Work Place is available at the Company website i.e. www.talbros.com.

The Annual Report of the Internal Complaints Committee of the Company pursuant to Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for the year ended December 31, 2023 has duly been filed with the office of District Officer.

The Internal Complaints Committee of the Company had been reconstituted during the year under review. The composition of the Committee is as under:-

No complaints have been filed/ disposed of/ pending during the financial year ended March 31, 2024.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.

Details of establishment of Vigil Mechanism/ Whistle Blower are disclosed in the Corporate Governance Report.

The policy on Vigil Mechanism is available on Company's website at www.talbros.com

In exceptional circumstances or issues related to reprisal, retaliation, victimisation of any Whistle Blower, the employee shall have direct access to Mr. Anil Kumar Mehra - Chairman of the Audit Committee.

During the year under review, no employee was denied access to the system to report any grievance.

No complaint/ grievance were received from any employee during the year under review.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Return

In compliance with the provisions of Section 92(3) read with Section 134 (3)(s) of the Companies Act, 2013, the annual return of the Company for the financial year 2023-24 in prescribed form is placed on Company's website www.talbros.com.

Details of application/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

There is no such instance of difference in valuation as the Company has not done one time settlement with any Bank or Financial Institution.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That Directors 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 the period ended on March 31, 2024;

c) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That Directors have prepared the annual accounts on a going concern basis;

e) That Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) That the directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, financial institutions and banks and all other stakeholders and we look forward to their continued support.

Your Directors place on record their appreciation for the contribution made by the Company's employees at all levels. Your Company's growth was made possible by their hard work, solidarity, cooperation and support.