Taparia Tools Ltd

Dear Members,

Your Directors have pleasure in presenting the 58th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended March 31, 2024.

Financial Year 2023-2024 has been yet another year of achievements for your Company. Performance highlights of your Company for the Financial Year 2023-2024 are mentioned briefly to give you all, an overview of accomplishments of the Company.

1. FINANCIAL PERFORMANCE (as per Ind AS)

2. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 20/- per equity share on 1,51,78,750 equity shares of Rs. 10/- each for the year ended 31st March 2024, subject to approval of Members at the ensuing Annual General Meeting and shall be subject to deduction of Income tax at source. (Final Dividend paid in previous Financial Year was Rs. 77.50 per equity share on 30,35,750 equity shares of Rs. 10/- each).

During the Financial Year 2023-2024, your Company has paid Interim Dividend of Rs. 20/- per share on 1,51,78,750 equity shares of Rs.10/- each.(Interim Dividend in previous Financial Year was Rs. 77.50 per share on 30,35,750 equity shares of Rs. 10/- each).ECLARED & PAID I 2021-22

Dividend Declared and paid on 30,35,750 Equity Shares of Rs.10 each

1. 1st Interim Dividend- Rs.70 each share

2. Ilnd Interim Dividend- Rs.50 each share

3. Final Dividend- Rs. 52.50 each share

Dividend Declared and paid on 30,35,750 Equity Shares of Rs. 10 each

1. Interim Dividend-Rs.77.50 each share

2. Final Dividend-Rs.77.50 each shareal Year 2023-24

Dividend Declared and paid on 1,51,78,750 Equity Shares of Rs. 10 each

Interim Dividend-Rs.20 each share

3. SHARE CAPITAL OF THE COMPANY

During the year under review, the Shareholders in the Extra Ordinary General Meeting held on 27th April, 2023 have passed the resolution for increasing the Authorized Share Capital from Rs. 5.00 Crores to Rs. 35.00 Crores.

Further, the Company has issued fully paid up Bonus Equity Shares in the ratio of 4:1 i.e. 4 (four) Bonus equity shares of Rs. 10/- each were issued to every 1 (one) existing equity share of Rs. 10/- each with the approval of the Shareholders in the Annual General Meeting of the Company held on 3rd July, 2023.

After the increase of Authorized Share Capital and Paid-up Capital by way of issue of Bonus Equity Shares, the total Share Capital of the Company stands as follows:

1. Authorized Share Capital- Rs. 35,00,00,000/-(Rupees Thirty Five Crores only).

2. Paid-Up Equity Share Capital- Rs.l5,17,87,500/-(Rupees Fifteen Crores Seventeen Lakh Eighty Seven Thousand Five Hundred only).

4. STATE OF THE COMPANY'S AFFAIRS

The Company's working during the year is very satisfactory. The Company's total Revenue was Rs. 83,766.86 Lakh that represents an increase of 8.95% over Rs. 76,887.55 Lakh in the previous year. The total comprehensive income after tax is Rs. 10,034.33 Lakh in the current year represents an increase of 39.20% against Rs. 7,208.70 Lakh in the previous year.

5. CORPORATE GOVERNANCE

Corporate Governance has become an integral part of every business organization. Your Company as a Good Corporate Citizen is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter- IV of the SEBI Listing Regulations, 2015 and the Secretarial Auditor of the Company, vide his Certificate dated 21st May 2024, has confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations.

It has been the endeavor of your Company to follow and implement best practices in corporate governance, in letter and spirit. A report on Corporate Governance together with a Certificate from the Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

6. LISTING INFORMATION

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year 2024-2025 have been paid to BSE (Bombay Stock Exchange).

7. DEMATERIALISATION OF SHARES

The Promoters and Promoter group have dematerialized 97.08% of their shareholding as on the date of this report. The Promoters and Promoter Group have finished the dematerialization of their shareholding whatever has been possible.

8. PUBLIC DEPOSITS

During the financial year 2023-2024, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 ("the Act") read together with the Companies (Acceptance of Deposits) Rules, 2014.

There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to (^ holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

9. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2023-2024, the Company has not given any guarantee for loans taken by others from banks or other financial institutions. The Company has not taken any Term Loan. During the financial year 2023-2024, the Company invested surplus fund generated from its operating activities in various Mutual Funds: Liquid and Arbitrage funds. The balance as on 31st March 2024 was Rs.14,420.86 Lakh.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations and Master Circular-Non-Banking Financial Companies-Corporate Governance (Reserve Bank) Directions, 2015, is presented in a separate section forming part of this Annual Report.

11. HUMAN RESOURCE DEVELOPMENT

The motivating workforce has served the Company in major achievements and shall continue for the years to come. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Shri D.P. Taparia (DIN: 00126892), who being a Non-Executive Director of the Company since 1990, has been appointed as Managing Director of the Company w.e.f. 30th May 2023.

b. During the Financial Year 2023-2024, Shri Rajeev J. Mundra, Independent Director (DIN: 00139886), has been appointed as Chairman of the Board and Shri Sachin Shrinivas Bhattad, Independent Director (DIN: 01036605), has been appointed as Chairman of the Nomination & Remuneration Committee .

c. The two consecutive terms of Woman Independent Directors- Mrs. Disha Nitin Wadhwani (DIN: 06980759) and Mrs. Premlata Narendra Purohit (DIN: 07846020) have been completed from the conclusion of Annual General Meeting held on 3rd July 2023.The Board placed on record the appreciation for the guidance and assistance extended by both the Women Directors during their association with the Company.

d. Shri Jaya Krishna Taparia (DIN: 00126945) has resigned from the post of Non-executive Director vide Letter dated 30th July 2023.The Board placed on record the appreciation for the guidance and assistance extended by Shri Jaya Krishna Taparia since his long association with the Company.

e. Shri M.P. Taparia (DIN: 00126971), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief profile of Shri M.P. Taparia is given in the Annexure 'I' to the Notice.

f. Shri Bharat Taparia (DIN: 00139722) has been appointed as Non-Executive Director of the Company w.e.f. 9th August 2023 who will be eligible to retire by rotation.

g. Shri Rahul Maheswari (DIN: 01578935) has been appointed as Non-Executive Director of the Company w.e.f. 9th August 2023 who will be eligible to retire by rotation.

h. Pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors and subject to approval by the Members of the Company, it is proposed to re-appoint Shri Sachin S. Bhattad as an Independent Director (DIN: 01036605) of the Company for a second term from the

conclusion of the ensuing Annual General Meeting for a period of 3 years till the conclusion of 61st Annual General Meeting to be held in Year 2027. Brief profile of Shri Sachin S. Bhattad is given in the Annexure 'I' of the Notice.

i. Pursuant to the recommendation of the Nomination and Remuneration Committee and Board and subject to the approval by the Members of the Company, Shri Narayan Tulsiram Atal (DIN: 00237626) was appointed as Independent Director of the Company w.e.f. 21st May 2024 for a period of 3 years till the conclusion of 61st Annual General Meeting to be held in the Year 2027. Brief profile of Shri Narayan Tulsiram Atal is given in the Annexure 'I' of the Notice.

During the year, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company except the sitting fees received by them for attending Board and Committee Meetings

13. KEY MANAGERIAL PERSONNEL

During the year, there is no change in the Key Managerial Personnel except Shri D.P. Taparia (DIN: 00126892), who being Non-Executive Director of the Company since 1990, has been appointed as Managing Director of the Company w.e.f. 30th May 2023.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and based on the information and representations received from the operating management, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Financial Statements for the year ended 31st March 2024; the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken 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 the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operative effectively.

15. INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration from each of the Independent Directors, under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

16. ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES

The Board carried out an Annual Evaluation of its own performance, of the Independent Directors individually as well as of the working of the Committees of the Board. The evaluation of performance of the Board and its Committees, Independent Directors, Non-Independent Directors and Chairperson carried out by the Board was found to be highly satisfactory. The Board also noted that all the Independent Directors of the Company are fulfilling the criteria of their independence as per the provisions of section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015.

17. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. There were no materially significant Related Party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013 which require reporting in Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. (Annexure 'E').

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place Internal Control Systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliance. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

On the basis of good internal control company ensures:

? Orderly and efficient conduct of operations.

? Security of its assets.

?/ Prevention of frauds and errors.

* Reliable and accurate financial records.

19. PARTICULARS OF EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as Annexure 'A'.

20. MEETINGS OF THE BOARD

Six Meetings of the Board of Directors were held during the year 2023-2024. For further details of the meetings, please refer to the Corporate Governance Report, which forms part of this report.

21. AUDIT COMMITTEE

The composition, terms of reference, meetings held, etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year 2023-2024 under review.

22. NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in the Corporate Governance Report which forms part of this Annual Report.

23. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Harshil Shah & Company, Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, in the Annual General Meeting held on 27th September 2019.

The term of M/s. Harshil Shah & Company, Chartered Accountants, Mumbai as Statutory Auditors will be completed in the forthcoming 58th Annual General Meeting of the Company to be held on 29th July 2024.

Pursuant to provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014 and considering the wide experience of M/s Batliboi & Purohit Chartered Accountants, the Audit Committee and the Board of Directors of the Company have recommended the appointment of M/s Batliboi & Purohit Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of forthcoming 58th Annual General Meeting of the Company, subject to the approval of the Members of the Company in the ensuing Annual General Meeting.

The Company has received written Consent from the proposed Auditor and they have confirmed that they are not disqualified from being appointed as the Statutory Auditors of the Company. A resolution seeking appointment of M/s Batliboi & Purohit Chartered Accountants, as Statutory Auditors of the Company forms part of the Notice of 58th Annual General Meeting and the same is recommended for Members' approval.

24. AUDITORS' REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review.

Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013, have been reported by the Statutory Auditors in their report for the year under review. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

25. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed S R Khandelwal & Associates, Firm of Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2024 -2025.

26. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed as Annexure 'D' to the Report.

27. COST AUDIT/MAINTENANCE OF COST RECORDS

The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

28. INTERNAL FINANCIAL CONTROLS AUDIT

The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5)

(e) ("IFC") of the Companies Act, 2013. The Board believes that the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

Details of Internal Financial Control and its adequacy are included as an Annexure 'B' to the Independent Auditors' Report.

29. RISK MANAGEMENT

The Board of the Company has framed a risk management policy and monitors the risk management plan for the Company. The Board reviews the risk management plan and ensuring its effectiveness.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Being a good corporate citizen, your Company is committed to contribute towards society, discharging its corporate social responsibilities. In terms of section 135 and Schedule-VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The composition of the CSR Committee and the meeting held in the financial year 2023-2024 are enclosed as part of this report as an Annexure 'B'.

CSR Committee of the Board has developed a CSR Policy which is enclosed as a part of this report as an Annexure 'B'. Additionally, the CSR Policy has been uploaded on the website of the Company at www. tapariatools.com.

31. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the Annexure 'C' and forms part of this Annual Report.

32. VIGIL MECHANISM

Your Company believes that Employees are the backbone of the Company. In pursuance 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. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tapariatools.com.

33. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

In accordance with the provisions of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Sexual Harassment Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines. During the year under review, there were no complaints referred to the Sexual Harassment Committee.

34. ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return (MGT-7) in the prescribed format is available at the website of the Company at www.tapariatools.com.

35. 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

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact the going concern status of the Company and its future operations except following:

Demand Order received from the Income Tax department for the Assessment year 2017-18 amounting to Rs. 5,450.68 lakh. The demand has been contested by the Company and an appeal has been filed against the said Order with Commissioner Income Tax (Appeals). The said demand has been treated as a contingent liability.

BSE (Bombay Stock Exchange) had raised query regarding Corporate Governance filed for the Quarter ended 30th September 2023 stating that: "The Chairperson of the Board cannot be a Chairman of the Nomination and Remuneration Committee". The said query was duly answered, however the BSE imposed a penalty amounting to Rs. 2,17,120/-including GST for non-compliance in Corporate Governance report for the quarter ended September 2023.

The Company has filed an application for waiver of fine by making payment of Rs. 11,800/- including GST and filed revised Corporate Governance Report for the quarter ended 30th September 2023. The matter is pending with BSE.

36. OTHER DISCLOSURES

There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.

During the financial year 2023-2024, your Company has increased its Authorized Share Capital from Rs.5 Crore to Rs.35 Crore.

During the financial year 2023-2024, your Company made allotment of Bonus Equity Shares in the ratio of 4:1 i.e. for every 1 (one) equity share 4(four) equity share were allotted.

Your Company did not issue any sweat equity shares, debentures or bonds during the year.

The Company had undertaken a project for setting up a new plant at Vapi (Gujarat), however there has not been any progress in the project, since the past few years. Keeping in view the cost benefit and time lag of the project, management is of the view that it may not be feasible to complete the construction. Consequently, it has been classified under Investment Property during the year.

37. ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge with deep sense of appreciation and assistance of Central and State Government authorities, bankers, Stock exchanges, customers, suppliers and business associates, contractors and vendors. We also acknowledge the constructive suggestions received from Statutory and Secretarial Auditors. We wish to place on record our appreciation for the untiring efforts and contributions made by the Taparia Tools family at all levels to ensure that the company continues to grow and excel. We acknowledge with gratitude the encouragement and support extended by our valued shareholders.