TIL Ltd

To the Shareholders

Your Directors present the 49^th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

(' in Crores)

On a standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year under review stood at ' 68.91 Crores vis-a-vis ' 54.69 Crores in the previous year. Operating loss of the Company for the year under review was ' 106.88 Crores as compared to an operating loss of ' 92.09 Crores in the previous year. The Company booked Profit (after tax) of ' 253.92 Crores during the year under review against loss ' 88.28 Crores during the previous year.

The consolidated turnover of your Company's Group including income from operations (gross) and other income during the year ended 31^st March, 2024 stood at ' 69.07 Crores compared to ' 50.53 Crores in the previous year. The Group incurred a loss of ' 106.90 Crores during the year under review as compared to a loss of ' 94.72 Crores in the previous year. The overall profit before tax during the year under review was ' 195.65 Crores against a loss of ' 94.72 Crores in the previous year.

In spite of the distressed financial results during the year under review, the Company continues to have a healthy order book position as on 31^st March, 2024 amounting to ' 210.10 Crores for supply of equipment to the Defence Sector as well as to Private Enterprises and ' 21.70 Crores towards supply of spares & provision of customer support services.

The foreign subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a revenue of ' 0.15 Crores during the year under review as compared to previous year's revenue of ' 0.10 Crores. It registered a loss of ' 0.08 Crores after tax during the year under review compared to a loss of ' 5.00 Crores after tax in the previous year.

After adjusting loss for the current year, the reserves & surplus (excluding revaluation reserves) of the Company has increased from ' (302.10) Crores to ' 14.35 Crores and the shareholders' fund increased from ' (292.07) Crores to ' 31.88 Crores as at 31^st March, 2024 respectively.

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the SEBI LODR and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2023-24, together with the Auditors' Report, form part of this Annual Report. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiary Company as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement in the prescribed Form AOC-1 containing the salient features of the financial statements of the Company's Subsidiary is also provided in this Annual Report.

The accounts of the Company's Subsidiary are also uploaded on the website of the Company, www. tilindia.in .

As the Company had no profits during the financial year ended 31^st March, 2024, the Board does not recommend payment of any Dividend.

During the year under review, the Company had been under discussion with the Consortium Lenders namely, nine (9) lenders for a compromise settlement of their debts by way of ‘One Time Settlement' ("OTS") in terms of RBI Circular dated 7^th June, 2019 on Prudential Framework for Resolution of Stressed Assets including circular dated 8^th June, 2023 on Framework for Compromise Settlements and Technical Writeoffs issued by the RBI. The lenders accorded their in-principle approval to the OTS proposal of the Company on 4^th July, 2023 subject to approval by the Competent Authorities of each lenders. Upon receipt of approvals from the respective competent authorities of the lenders, the OTS was concluded in January, 2024 wherein the Lenders were paid in full. Consequent to the OTS, the lenders have exited & the Company has written back a sum of ' 139.90 Crores as exceptional item on account of such settlement.

The leasehold property of the Company situated at Plot No.: 11, Site - IV, Sahibabad Industrial Estate, Ghaziabad - 210 010, Uttar Pradesh admeasuring around 21,277 square meters (Lessor: Uttar Pradesh State Industrial Development Corporation Limited) was disposed off by Tata Capital Financial Services Limited under the SARFAESI on 16^th June, 2023 for a sum of ' 35.50 Crores through a private treaty sale to a third party. After adjustment of the outstanding dues together with interest & other charges, the Company received a sum of ' 8.50 Crores in full & final settlement. The Company has booked a sum of ' 28.9 Crores as exceptional item on disposal of the property.

With effect from 24^th January, 2024 there has been a change in the management & control of the Company pursuant to which the existing Board of Directors of the Company has been replaced with a new Board of Directors. Mr. Sumit Mazumder has stepped down as the Chairman & Managing Director & Mr. Sunil Kumar Chaturvedi (Promoter of Gainwell Group of companies) has been appointed

as the Chairman & Managing Director of the Company by the Board on 24^th January, 2024.

On 24^th January, 2024, based on the approval of the Shareholders of the Company, 74,96,592 equity shares of face value of ' 10/- each of the Company has been allotted to Indocrest Defence Solutions Private Limited (an associate of Gainwell Group) at a price of ' 92.40 (Rupees Ninety Two and Forty Paisa) per share as determined under the SEBI (ICDR) Regulations for cash aggregating to ' 69,26,85,101/- (Rupees Sixty Nine Crores Twenty Six Lakhs Eighty Five Thousand One Hundred One) by way of preferential allotment on a private placement basis. Simultaneously, Indocrest Defence Solutions Private Limited has also provided inter corporate deposit of upto ' 50 Crores to the Company.

In spite of booking of losses during the year under review, the net worth of the Company has become positive as on 31^st March, 2024 as already explained above under the financial section. The combined strength of the Company & of the Gainwell Group would steer the rich legacy, brand goodwill & the manufacturing prowess of the Company to new heights & also derive significant value for all stakeholders.

As already mentioned earlier, the Company had issued & allotted 74,96,592 of Equity Shares of ' 10 each on Preferential basis at a premium of ' 82.40 per share to Indocrest Defence Solutions Private Limited on 24^th January, 2024 ranking pari passu with the existing paid up share capital of the Company. Accordingly, the paid up equity share capital of the Company as on 31^st March, 2024 increased to ' 17,52,68,570/- divided into 1,75,26,857 equity shares of face value of ' 10/- each.

In addition to the above, the Company had also announced a rights issue of equity shares at face value of ' 10/- each to all the existing shareholders at the ratio of 28 new shares for every 10 shares held by them as on the record date viz., 22^nd March, 2024. The issue opened on 26^th April, 2024 & closed on 10^th May, 2024. Pursuant to the rights issue, the Company allotted 4,90,75,199 fully paid-up equity shares of face value of ' 10 each for cash at a price of ' 10 each on 17^th May, 2024 for an aggregate amount of ' 4,907.52 Lakhs. As on the date of signing of this report, the paid-up capital of the Company has increased from ' 17,52,68,570/- comprising of 1,75,26,857 fully paid-up equity shares to ' 66,60,20,560/-, comprising of 6,66,02,056 fully paid-up Equity Shares of face value of ' 10/- each.

The Company does not have any stock option scheme for its employees.

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March, 2024.

During the year under review, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit as on 31^st March, 2024.

As on 31^st March, 2024, the Board of Directors of the Company consisted of the following Members:

Consequent to change in the management of the Company with effect from 24^th January, 2024 pursuant to induction of a Corporate Promoter, Indocrest Defence Solutions Private Limited the Board of Directors of the Company has undergone a complete change with induction of six (6) Directors on the Board of the Company as detailed below:

1. Mr. Sunil Kumar Chaturvedi was appointed as an Additional Director on 24^th January, 2024 & also as the Chairman & Managing Director on 24^th January, 2024;

2. Mr. Alok Kumar Tripathi was appointed as an Additional Director on 24^th January, 2024 & also as the Director & President on 25^th January, 2024;

3. Mr. Ayan Banerjee was appointed as an Additional Director on 24^th January, 2024 & also as the Director - Finance on 25^th January, 2024;

4. Lt. Gen. Narendra Bahadur Singh (Retd.) was appointed as a Non-Executive Independent Director on 24^th January, 2024;

5. Ms. Saroj Punhani was appointed as a Non-Executive Independent Director on 24^th January, 2024; &

6. Mr. Amit Mukherjee was appointed as a Non-Executive Independent Director on 24^th January, 2024.

Resignation from the following outgoing Directors were accepted & noted by the Board of Directors as detailed below:

1. Mr. Sumit Mazumder, Chairman & Managing Director with effect from 24^th January, 2024;

2. Mrs. Manju Mazumder, Non-Executive Director with effect from 24^th January, 2024;

3. Mr. Subir Bhattacharyya, Non-Executive Independent Director with effect from 24^th January, 2024;

4. Mr. Shamik Dasgupta, Non-Executive

Independent Director with effect from

24^th January, 2024;

5. Mr. Debasis Bhattacharya, Non-Executive

Independent Director with effect from

24^th January, 2024; and

6. Mr. Tulsi Das Banerjee, Non-Executive

Independent Director with effect from

25^th January, 2024.

The Members of the Board placed on record their sincere appreciation for the guidance, advice & hand holding support extended by all the outgoing Directors especially at a time when the Company was in severe distress with acute crisis of funds & resources.

In terms of the disclosure received from the newly inducted Directors, none of them are disqualified from being appointed as directors under Section 164(2) of the Companies Act, 2013.

In accordance with the provisions of Regulation 17(1C) of the SEBI LODR, approval of the Shareholders have been obtained by the Company relating to the appointment of all the Non-Executive Independent Directors & the Executive Directors through special resolutions passed with requisite majority at the Extraordinary General Meeting of the Company held on 20^th April, 2024.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, the offices of Mr. Sunil Kumar Chaturvedi, Mr. Alok Kumar Tripathi & Mr. Ayan Banerjee as Additional Directors of the Company shall expire at the ensuing Annual General Meeting. The Company has received notices from shareholders of the Company under Section 160 of the Companies Act, 2013 together with requisite fees proposing the candidatures of Mr. Sunil Kumar Chaturvedi, Mr. Alok Kumar Tripathi & Mr. Ayan Banerjee for being appointed as a Director liable to retire by rotation. These items have been included

in the Notice of the ensuing Annual General Meeting of the Company for seeking necessary approval of the Shareholders.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with the provisions of the Articles of Association of the Company, no Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting.

The term of Mr. Sekhar Bhattacharjee as the Company Secretary has been extended till 30^th June, 2024. Ms. Bipasha Banerjea had resigned as the Chief Financial Officer with effect from 31^st May, 2023. Mr. Kanhaiya Gupta has been appointed as the Chief Financial Officer of the Company effective 25^th January, 2024.

Presently, the Key Managerial Personnel of the Company are as under:

1. Mr. Sunil Kumar Chaturvedi, Chairman and Managing Director;

2. Mr. Alok Kumar Tripathi, Director & President;

3. Mr. Ayan Banerjee, Director - Finance;

4. Mr. Sekhar Bhattacharjee, Company Secretary & Compliance Officer; and

5. Mr. Kanhaiya Gupta, Chief Financial Officer.

The Board of Directors meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board and Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.

During the year under review thirteen (13) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

Pursuant to various requirements under the Companies Act, 2013 and the SEBI LODR and pursuant to the change in the Management, the Board of Directors has re-constituted all the Board Committees namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and the Risk Management Committee.

The details of composition, meetings held during the financial year 2023-24, terms of reference, etc., pertaining to said committees are mentioned in the Corporate Governance Report.

Since the present Board of Directors of the Company have been constituted on 24^th January, 2024 pursuant to change in management, no separate meeting of the Independent Directors was held during the Financial Year 2023-24. However, an exclusive meeting of the Independent Directors was held on 28^th May, 2024 for familiarisation with their role.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) issued by The Institute of Company Secretaries of India (ICSI). However, the Company has duly complied with the applicable provisions of the Secretarial Standards on General Meetings (SS-2).

Pursuant to change of management as aforesaid, the Board of Directors of the Company was constituted on 24^th January, 2024. All other Board Committees including the Nomination and Remuneration Committee were also re-constituted on 24^th January, 2024. As the new Board had been in operation for only 68 days during the Financial Year ended 31^st March, 2024, it was not feasible to carry out any meaningful performance evaluation process for the Board, Committees of the Board & Individual Directors respectively. Disclosure to this effect has also been provided in the Corporate Governance Report attached to this Report.

The state of affairs of the Company together with SWOT analysis has been given in the Management Discussion & Analysis section which forms a part of this Report.

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions of the SEBI LODR, the Board of Directors state that:

i. In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The 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 profits of the Company for that period;

iii. The 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;

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

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

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Independent Directors on the Board have given declarations that they meet the

criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR and they also comply with Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and the SEBI LODR and are independent of the management.

Your Company has adequate internal financial control mechanisms commensurate with its size and scale of operations, procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, such controls were reviewed and no reportable material weakness either in design or in operation were observed.

The Company, being in manufacturing business, does not have any policy to give loans, directly or indirectly, to any person or to other body corporates or give any guarantee or provide any security in connection with a loan, covered under the provisions of Section 186 of the Companies Act, 2013, to any other body corporate except for its subsidiary as and when required. The Company also did not make any investment in securities of any other body corporate during the year under review.

All related party transactions which were entered during the financial year were in the ordinary course of business and on arm's length basis. There were no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions were placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Audit Committee.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors are available on the Company's website under the following weblink: https://www.tilindia.in/ investor-relations/related-partv-transaction-policv

The details of the related party transactions are set out in the notes to the financial statements.

Details of material changes & commitments affecting financial positions of the Company between end of the financial year & the date of this Report have been disclosed under this Report and also under the notes on accounts to the financial statements.

In terms of the provisions of Schedule V(C) of the SEBI LODR, a detailed report on the Corporate Governance attached as Annexure I, together with a Certificate for the year ended 31^st March, 2024 issued by Messrs. Singhi & Co. (FRN: 302049E), Chartered Accountants, Kolkata, the Statutory Auditors of the Company, confirming compliance with the requirements of the Corporate Governance as specified in SEBI LODR attached as Annexure II forms part of this Annual Report.

In terms of provisions of Section 177 of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 22 of the SEBI LODR, your Company has in place necessary vigil mechanism through a whistle blower policy, to

provide a formal mechanism to the directors, employees and stakeholders to report genuine concerns about unethical behavior, actual or suspected, a fraud or violation of the Company's Code of Conduct and other issues relating to inappropriate functioning of the organisation. The policy provides for adequate safeguards against victimisation of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The said policy is available on the website of the Company under the weblink: https://www.tilindia. in/investor-relations/whistle-blower-policy.

CARE Ratings Limited - Credit Rating Agency has withdrawn the outstanding rating of ‘CARE D' assigned to the Bank Facilities of TIL Limited vide their letter dated 16^th February, 2024 which can be accessed on the website of the Company at https:// www.tilindia.in/investor-relations/credit-ratings.

In terms of Regulation 34(2) read with Paragraph B of Schedule V of the SEBI LODR, the Management Discussion and Analysis Report is attached as Annexure V and forms an integral part of this Annual Report.

In terms of provisions of Section 139 of the Companies Act, 2013 read with the provisions of Section 145 thereto, Messrs. Singhi & Co. (FRN: 302049E), Chartered Accountants, the

Statutory Auditors of the Company have submitted their Independent Auditors Report on standalone and consolidated financial statements of the Company for the year ended 31^st March, 2024 which forms part of this Annual Report.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

In terms of the provisions of Section 204(1) of the Companies Act, 2013 read with the SEBI LODR, the Secretarial Audit Report, the Secretarial Compliance Report and the NonDisqualification Certificate of Directors issued by the Secretarial Auditors, Messrs. T. Chatterjee and Associates, Practicing Company Secretaries (FRN: P2007WB067100) for the financial year 2023-24 are annexed as Annexure III and forms part of this Report. Observations and qualifications of the Secretarial Auditor have been disclosed in their Reports.

The Board of Directors, on recommendation of the Audit Committee, have re-appointed Messrs. T. Chatterjee and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2024-25. The Company has received consent from the Secretarial Auditors relating to the said re-appointment.

The Cost Auditors, Messrs. D. Radhakrishnan & Co., Cost Accountants (FRN: 000018) have submitted the Cost Audit Report within the time limit prescribed under the Companies Act, 2013 and the Rules made thereunder.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. D. Radhakrishnan & Co., Cost Accountants, to conduct the cost audit relating to products manufactured by the Company falling under the applicable Tariff heading, for the financial year 2024-25 at a remuneration of ' 1,32,000/- (Rupees One Lakh Thirty Two Thousand only) per annum, subject to ratification by the shareholders at the 49^th Annual General Meeting. A resolution seeking ratification of the remuneration payable to Cost Auditors form part of the Notice convening the 49^th Annual General Meeting. The Company has received consent from Messrs. D. Radhakrishnan & Co. for their re-appointment.

In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in the prescribed format is attached as Annexure VI and forms a part of this Annual Report.

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 were no significant material orders passed by the regulators/courts/tribunals which is likely to impact the going concern status of the Company and its future operations. However, Shareholders' attention are drawn to the notes on accounts to the financial statements including contingent liabilities and commitments.

The Company believes that Culture and Employee Experience are the only differentiators in today's competitive environment. Endeavour is on to create a workplace where everyone feels valued, supported, and empowered to do their best. Employees and workers occupy prime position in the organisation's hierarchy of stakeholders, and therefore continuous attention is given them.

The Company focuses on growing talent from within and most of its business leaders are home grown who have played a pivotal role in the success of the organisation. The Company operates mindful of all regulatory requirements while employing and are an equal opportunity employer. Strong emphasis is put on diversity and inclusion and accordingly the focus on creating a balanced workforce is of prime importance to the Company.

As on 31^st March, 2024, the employee strength of your Company stood at 347.

The particulars of employees as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are attached as Annexure VII and forms part of this Report.

However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information on employees' particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and are available for inspection by the Shareholders at the registered office of the Company during business hours on working days of the Company upto the date of the ensuing 49^th Annual General Meeting.

Any Shareholder interested in obtaining a copy of the said information may write to the Company at its Registered Office.

Your Company is committed to provide a safe and secure environment to its women employees across its functions and has in place a Policy on "Prevention, Prohibition & Redressal of Sexual Harassment at Workplace" and also an Internal Complaints Committee (ICC) as envisaged under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.

During the year under review, no complaints relating to sexual harassment were reported either with the ICC or with the Company.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year 31^st March, 2024 is uploaded on the website of the Company and can be accessed at https://www. tilindia.in/investor-relations/annual-return/.

All Directors and senior management personnel have affirmed compliance with the code of conduct of the Company. A declaration to that effect signed by the Chairman and Managing Director as stipulated under Regulation 34(3) read with Part D of Schedule V to the SEBI LODR, for the year ended 31^st March, 2024 is attached as Annexure VIII and forms a part of this Report.

The following Annexures referred to in this Report and other information which are required to be disclosed are attached herewith and forms part of this Report:

Annexure Particulars

I Report on Corporate Governance

II Auditor's Certificate on Corporate Governance

III Secretarial Audit Report, Secretarial Compliance Report and Certificate of Non Disqualification of Directors

IV Annual Report on Corporate Social Responsibility (CSR) activities

V Management Discussion and Analysis Report

VI Prescribed Particulars on Conservation of Energy, Foreign Exchange earnings and outgo, etc.

VII Particulars of Employees

VIII Managing Director's Certificate under Regulation 34(3) read with Paragraph D of Schedule V of SEBI LODR relating to compliance with the Code of Conduct

Your Directors take this opportunity to place on record their sincere appreciation for the State & Central Government authorities, customers, vendors, bankers, stock exchanges, regulators, investors, shareholders and all other stakeholders for the sustained support, admirable assistance & endless encouragement extended towards the performance of the Company. Your Directors also express their earnest regard to employees at all levels for their ardent enthusiasm & interminable efforts in contributing towards the survival & growth of the Company. The Company looks forward towards the continued support & solidarity from all stakeholders in striving enhanced value for the Company going forward.