Titagarh Rail Systems Ltd

Dear Shareholders,

Your Directors present their Twenty-Seventh Annual Report on the business and operations of Titagarh Rail Systems Limited (formerly Titagarh Wagons Limited) ('the Company' or 'TRSL') together with the Audited Financial Statements, for the financial year ended March 31, 2024. The consolidated performance of Titagarh Group (the Company and its subsidiary) has appropriately been referred to in this Report.

Financial and Performance Highlights and State of Company's Affairs

Titagarh Group's financial performance during the financial year ended March 31, 2024 was as follows

(Rs. in lakhs)

The Operating segments based on the Company's products have been identified as "Freight Rail Systems" (FRS) consisting of Wagons Steel Castings and includes Shipbuilding, Bridges and Defence, and "Passenger Rail Systems" (PRS) consisting of Metro Coaches, EMUs, Trains Electricals, Tractions Motors. Your Company's performance during the Financial Year ended March 31, 2024 (FY 2023-24) was excellent with the highest ever turnover, revenue and profit on a standalone basis since inception, thus making the FY 2024 another remarkable year for your Company underlining its continuing growth momentum.

On a standalone level, the revenue from operations went up by Rs. 107,277.14 Lakhs registering an increase of 38.58% and EBIDTA of Rs. 49,760.22 lakhs in FY 23-24 was higher by 61.40% as compared to Rs. 30,829.78 lakhs in FY 2223, Profit after tax, climbed from Rs. 10,336.64 lakhs in FY 22-23 to Rs. 29,690.68 lakhs in FY 23-24, an impressive increase of 187.24%.

On a consolidated basis, the Group's total income increased from Rs. 282,217.34 lakhs in FY 22-23 to Rs. 389,310.75 lakhs in FY 23-24 i.e. an increase of 38.63%; the EBIDTA from Rs. 30,607.35 lakhs in FY 22-23 to Rs. 49,173.76 lakhs in FY 23-24 recording an increase of 60.66% and Profit after tax from continuing operations for FY 23-24 increased to Rs. 28,843.38 lakhs as compared to Rs. 13,463.33 lakhs in FY 22-23, being an improvement of 114.24%.

FY2024 has been a year like no other as is manifested in some of the major developments/events mentioned below:

* In consortium with Bharat Electricals Limited, your Company was awarded "Manufacturing cum Maintenance of 80 Vande Bharat Trainsets including Up-gradation of the Government Manufacturing Units & Trainset Depots" and comprehensive maintenance of the same for 35 years in the mega tender of Indian Railways. The BHEL-TRSL consortium was the only AatmaNirbhar consortium that participated in the tender process. A special purpose vehicle (SPV) will be formed between the consortium partners to carry out the maintenance of the trains. It is a matter of great pride for the Company to be a part of the Government's Make in India policy.

* Your Company in consortium with Ramkrishna Forgings Limited (RKFL) incorporated a Joint Venture Company (JVC) in the name and style of "Ramkrishna Titagarh Rail Wheels Limited" (RTRWL) on June 09, 2023, for execution of the Project — "Manufacturing and Supply of Forged Wheels" pursuant to long term Agreement, under AatmaNirbhar Bharat.

* The fitment trials for the traction motor supplied in November, 2022 were completed successfully in June, 2023 and the clearance for bulk supply has been received in July, 2023. Your Company is now fully equipped to undertake unrestricted supply in developmental category.

* Your Company received Letter of Acceptance in June, 2023 from the Gujarat Metro Rail Corporation Limited (GMRCL) for "Design, Manufacture, Supply, Testing, Commissioning and Training of 72 nos. of Standard Gauge Cars for Surat Metro Rail Phase-I Project". The order value is about INR 857 crore and execution would start 76 weeks after signing the contract and is scheduled to be completed in 132 weeks thereafter.

* Fund raising was successfully completed through Preferential allotment aggregating to Rs. 288 crores. 76,00,000 equity shares of Rs. 2/- each at an issue price of Rs. 380/- per equity share (including premium of Rs. 378/- each share) aggregating Rs. 288.80 Crores were issued and allotted on preferential basis to Smallcap World Fund Inc., a FPI registered with SEBI and part of Capital Group, one of the largest financial investors in the world, for working capital requirements and general corporate purposes.

* Your Company made a Qualified Institutions Placement (QIP) of 75,02,679 fully paid up equity shares for an amount aggregating to Rs. 699.99 Crores were issued at an issue price of Rs. 933 per share i.e. at a premium of Rs. 931 per equity share. The QIP Issue witnessed several marquee institutional investors garnering a significant percentage of the Issue size. Fund has been raised for repayment/prepayment of certain outstanding borrowing, working capital requirement and general corporate purposes.

* As part of its strategy your Company with consistent focus on managing the resources more efficiently, achieved net debt negative status during the year, thereby underlining financial stability of the Company.

* Your Company was awarded the contract for Design, Manufacture, Supply, Testing, Commissioning & Training of 30 nos. of Standard Gauge Cars for Ahmedabad Metro Rail Phase-II Project by GMRCL valued approx Rs. 350 Cr.

* A private limited company in India in joint venture with Titagarh Firema SpA, Italy, associate of the Company, was incorporated in the name and style of "Titagarh Firema Engineering Services Private Limited" (TFESPL) on September 16, 2023, for the purpose of engineering and design related services to support the Transit & Propulsion business.

* Following the roll out of 1021 Wagons in the 3rd quarter, your Company achieved production of 1089 Wagons in March and 2700 in Q4 FY24, highest ever numbers in the industry.

* Credit Rating of the Company was upgraded to CRISIL AA-/ Stable (Long Term Rating) and CRISIL A1+ (Short Term Rating) by CRISIL Ratings Limited.

* A strategic alliance was entered into with Sidwal Refrigeration Industries Private Limited (Sidwal), wholly owned subsidiary of Amber Enterprises India Limited, wherein the Company and Sidwal agreed and invested Rs. 100 crores each, to acquire equal control in Shivaliks Mercantile Private Limited (Shivaliks), JV-SPV to set up new facility in India to manufacture critical railway components & subsystems used in the manufacture of Railway & Metro coaches. The JV-SPV in turn made fresh equity investments into Titagarh Firema SpA, Italy, associate company of TRSL.

* The strategic partnership entered into with ABB to supply propulsion systems for metro rolling stock projects in India aims to bring the two companies together to build on their respective potential and synergies to become an established player in the Indian market and expand its market base to other projects and countries. Pursuant to the agreement Titagarh is procuring from ABB propulsion systems including traction converters, auxiliary converters traction motors and TCMS software. The agreement also includes Titagarh securing manufacturing rights and production license for traction motors along with the complete transfer of technology of the GoA 4 (Driverless metro) TCMS software from ABB to Titagarh. This partnership is aligned with the Indian government's "Make in India" and "Atmanirbhar Bharat" initiatives and has had an early success by wining orders to design and supply equipment for metro coaches for the state of Gujarat, one of the leading industrialised States in India.

Your Company has successfully augmented capacities at Titagarh and Bharatpur facilities to 1000 Wagons per month and streamlined processes including their automation. Further, capacity creation for backward integration of key components for wagon manufacturing including CRF, Bogie components, air brake pipes is progressing as per schedule to debottleneck the value chain congestion and bring about substantial improvement in productivity.

The implementation of Government's plans to radically improve the railway infrastructure as part of its "AtmaNirbhar Bharat" and "Make in India" initiatives towards its commitment to "Viksit Bharat" is expected to keep the demand for your Company's products strong in future. Further, the dedicated focus on continuous improvement in its products and processes duly supported by innovative measures to optimally utilise the resources for execution of the orders combined with further growth in order book from continuing participation in tenders for both freight rolling stock and passenger rolling stock segments makes the outlook for the current year promising.

On a consolidated basis your Company's performance during the year under review was satisfactory with all key performance indicators recording substantial improvement as compared to the previous financial year. The additional investment of 10 million Euros by Invitalia, the investment agency of the Government of Italy simultaneously with capital infusion by the JV-SPV formed through strategic alliance of your Company with Sidwal Refrigeration Private Limited into Titagarh Firema SpA is reaffirmation of the potential of the associate company in Italy.

Your Directors are pleased to report that your Company has successfully initiated export of traction converters to Italy by first batch of 8 converters against the order for 132 converters valued at EUR 7.18 million (INR 65 Crore approx.). This development is a testimony to your Company's capability to manufacture sophisticated products in the passenger rail segment and also presents excellent potential for growth in future exports.

Management Discussion and Analysis

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report

Dividend

The Board of Directors considering the good performance and strong cash flow, has recommended a dividend of 40% i.e. INR 0.80 per equity share of face value of Rs. 2/- each out of the profits for the financial year ended March 31, 2024 as compared to 25% i.e. INR 0.50 per equity share for the previous year. The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy, which can be accessed on the website of the Company at https://www.titagarh.in/storage/report/ actual/1683172930_WE83p_ddr-policypdf.pdf

The said dividend, if approved by the members at the ensuing 27th Annual General Meeting ('AGM') will be paid to those shareholders whose name appears on the register of members (including Beneficial Owners) of the Company as on the Book Closure/ Record Date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. As a result, the Company will pay the dividend after deducting applicable tax, if any at the source. The total dividend on equity shares for FY 2023-24, if approved by the shareholders, would in aggregate be about Rs. 10.77 Crores.

Transfer to reserves

Your directors do not propose to transfer any amount to the general reserve for the year under review.

Change in nature of business, if any

During the year under review there was no change in the nature of business of the Company.

Changes in Share Capital

As at March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company was Rs. 26,93,47,536 comprising of 13,46,73,768 equity shares of Rs. 2/- each. During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights nor granted stock options or sweat equity.

During the year under review, your Company's equity share capital was augmented as follows:

The paid-up capital of the Company increased to Rs. 25,43,42,178/-upon allotment of 76,00,000 equity shares of Rs. 2/- each at an issue price of Rs. 380/- per equity share (premium of Rs. 378/- each share) aggregating Rs. 288.80 Crores on preferential basis.

The paid-up capital of the Company increased to Rs. 26,93,47,536 upon allotment of 75,02,679 fully paid up equity shares at an issue price of Rs. 933 per share i.e. at a premium of Rs. 931 per equity share through Qualified Institutions Placement for an amount aggregating to Rs. 699.99 Crores.

Change in name of the Company

The Company's name was changed to Titagarh Rail Systems Limited in line with the expanded business portfolio in rail systems space and to better reflect the Company's increasing presence across the entire gamut of operations in the rail ecosystem. Fresh Certificate of Incorporation pursuant to change of name was issued by the Registrar of Companies on May 19, 2023.

Shifting of Registered Office of the Company

During the year under review, the Registered Office of the Company was shifted from Titagarh Towers, 756, Anandapur, E.M. Bypass, Kolkata -700107 to Poddar Point, 10th Floor, 114, Park Street, Kolkata-700016 within the State of West Bengal w.e.f. October 01, 2023, pursuant to the approval of the shareholders at the 26th Annual General Meeting of theCompany held on September 29, 2023.

Awards, Achievements & Notable events

The Company and its management received several notable recognitions during the year:

* Titagarh Rail Systems Limited was bestowed with the 'Excellence in Manufacturing of Wagons' award at "The 5th Rail Analysis Innovation & Excellence Summit 2024", this recognition reinforces the Company's commitment to excellence and innovation.

* Shri Umesh Chowdhary, VCMD & CEO, Titagarh Group, attended the CEO delegation accompanying our Hon'ble Prime Minister Shri. Narendra Modi to Paris, the Guest of Honor at the French National Day celebrations.

* The Company was invited in the 3rd Edition of Inno Metro, India and Shri Prithish Chowdhary, Deputy Managing Director participated as one of the Panellist Speakers.

* Two new sections of Pune Metro inaugurated by the Hon'ble Prime Minister Shri. Narendra Modi, are being served by the most modern aluminium metro rakes designed and manufactured by Titagarh under the #MakeinIndia and #AtmanirbharBharat initiatives of the Hon'ble Prime Minister. A miniature model of the coach built by Titagarh was presented to Hon'ble PM on this momentous occasion.

* The PRS unit received IRIS Certification - ISO/TS 22163, which reflects your Company's commitment towards Quality and Safety in the Railway Industry.

* During the year under review, your Company launched 1st and 2nd Diving Support Craft A20 (Yard 325) and A21 (Yard 326) respectively under the "Make in India" initiative built for Indian Navy.

* The Company continues to spearhead India's maritime progress under the "Make in India" initiative towards a Viksit Bharat and has launched its first indigenous 25T Bollard Pull Tug and second 25T Bollard Pull Tug ("Bahubali") for the Indian Navy.

* Pune Metro new stretches were inaugurated from Ruby Hall Clinic to Ramwadi and the foundation stone for the extension of the stretch from Pimpri-Chinchwad Municipal Corporation to Nigdi of Pune Metro Rail was laid, which will be served by the aluminium metro rakes designed and manufactured by Titagarh under the Make in India and Atmanirbhar Bharat initiatives of the Hon'ble Prime Minister. Titagarh is indeed privileged and honoured to be a part of this great infrastructural revolution in India, which is a true reflection of India's Amrit Kaal

Credit Rating

During the year under review, CRISIL Ratings Limited revised its outlook on long-term bank facilities of the Company in September 2023, to 'CRISIL A+/ Stable' and short-term bank facilities of the Company was reaffirmed to 'CRISIL A1".

Further in June 2024, Credit Rating of the Company was upgraded to CRISIL AA-/ Stable (Long Term Rating) and CRISIL A1+ (Short Term Rating) by CRISIL Ratings Limited.

Material Changes and Commitments after the balance sheet date

No material changes and commitments have occurred since the date of close of the financial year, to which the financial statements relate, till the date of this report, which might affect the financial position of the Company.

Investor Education and Protection Fund (IEPF)

As stipulated by the applicable provisions of the Companies Act, 2013 (‘the Act') read with IEPF (Accounting, Audit, Transfer & Refund) Rules, 2016, as amended (‘the IEPF Rules') all unpaid or unclaimed dividend required to be transferred by the Company to the IEPF has been/ shall be transferred, details whereof are provided on the Company's website: www.titagarh.in.

Pursuant to the provisions of Section 124(6) of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority ('IEPF Account') as notified by the Ministry of Corporate Affairs. In accordance with the said provisions, the Company had executed and submitted the necessary documents for transfer of 8,861 equity shares of Rs. 2/- each, to the IEPF account, on May 12, 2023, in respect of which dividend had not been claimed by the members for seven consecutive years or more as on the cut-off date, i.e. April 15, 2023. The details of all shares transferred to the IEPF Account are uploaded on the Company's website.

The Company identified 183 shareholders holding 11,120 equity shares in aggregate, who have not claimed their dividend consecutively since FY 2016-17 and therefore shares held by them were liable to be transferred to the IEPF Account on due date i.e. August 29, 2024. The Company sent a communication to all concerned with information regarding transfer of their shares and reminder for taking appropriate action for claiming the dividend unclaimed on their shares and also published a Notice in the leading newspaper both

in English and Vernacular language on May 26, 2024, which was also uploaded at the website of the Company and the Stock Exchanges.p>

Risk Management, Risks and Concerns

A Risk Management Policy to identify and assess the key risk areas, monitor mitigation measures and report compliance which is in line with the provisions of the Act and Listing Regulations has been adopted by the Company. Based on a review, major elements of risks have been identified and are being monitored for effective and timely mitigation.

The Company has laid down governance procedures around information, communication and risk reporting to inform the Risk Management Committee, the Audit Committee and the Board of Directors about risk assessment, mitigation effectiveness evaluation and related outcome and status.

The Company has a Risk Management Committee of the Board of Directors of the Company under the Chairmanship of Shri Atul Joshi, Independent Director of the Company, to assist the Audit Committee and the Board of Directors in overseeing the Company's risk management processes and

The strategic risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/ relevant.

Subsidiary Companies, Associates and Joint Ventures

A report containing the details required under Section 134 of the Companies Act, 2013 ('the Act') read with Rule 8(1) of the Companies (Accounts) Rules, 2014 in respect of performance and financial position for the financial year ended March 31, 2024, of subsidiary: Titagarh Singapore Pte. Ltd., Singapore; associate: Titagarh Firema SpA, Italy and Joint Venture Companies: Titagarh Mermec Private Limited, Ramkrishna Titagarh Rail Wheels Limited, Titagarh Firema Engineering Services Private Limited and Shivaliks Mercantile Private Limited included in the Consolidated Financial Statements (CFS) in the Form AOC-1 is annexed to this Report and marked as Annexure DR-1. The CFS is attached to this Annual Report.

"Ramkrishna Titagarh Rail Wheels Limited" (RTRWL) was incorporated as joint venture company (JVC) by your Company in consortium with Ramkrishna Forgings Limited (RKFL) on June 09, 2023, for execution of the Project — "Manufacturing and Supply of Forged Wheels" under long term Agreement under AatmaNirbhar Bharat. The Shareholders' Agreement has been executed on August 02, 2023 for operation and management of RTRWL.

"Titagarh Firema Engineering Services Private Limited"

(TFESPL) incorporated as joint venture company by your Company with Titagarh Firema SpA, Italy, associate of the Company, is engaged in providing engineering and design related services to support the Transit & Propulsion business. The Company entered into a business transfer agreement with TFESPL, as per which the design centre of the Company located in Hyderabad and all 25 employees were transferred to TFESPL, during the year.

In terms of the strategic alliance with Sidwal Refrigeration Industries Private Limited (Sidwal), wholly owned subsidiary of Amber Enterprises India Limited, the Company and Sidwal invested Rs. 100 crores each, to acquire equal control in Shivaliks Mercantile Private Limited (Shivaliks), JV-SPV to set up new facility in India to manufacture critical railway components & subsystems used in the manufacture of Railway & Metro coaches. The JV-SPV in turn made fresh equity investments into Titagarh Firema SpA, Italy, associate company of TRSL.

Loans, Guarantee and Investments

Particulars of loans, guarantees and investments made by the Company pursuant to the Section 186 of the Act are furnished under notes to financial statements. The Company has been informed that the said loan, guarantee and security are proposed to be utilised by each recipient for its general business/corporate purposes.

Significant and Material Orders

There were no material/significant orders passed by any regulator, tribunal impacting the going concern status and the Company's operations in future.

Copy of the Annual Return

Pursuant to the provisions of Section 92(3) of the Act read with Section 134(3)(a), the copy of the annual return for the financial year ended March 31, 2024, is available on the website of the Company at weblink https://www.titaga rh. in/storage/report/actual/Form%2 0MGT-7%20(2 023- 24).pdf and the same can be viewed by the members and stakeholders of the Company.

Related Party Transactions

All Related Party Transactions (RPTs) are entered into by the Company pursuant to compliance with the applicable laws and also in accordance with the policy adopted by the Board. Audit Committee reviews and approves all the RPTs as stipulated by the Listing Regulations and based thereon final approval of the Board is obtained. The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act and as mentioned in form AOC-2 of the Rules prescribed in the Companies (Accounts) Rules, 2014 under the Act are annexed hereto and marked as Annexure DR-2.

Number of Board Meetings

The Board of Directors met fifteen (15) times during the financial year ended March 31, 2024 as per the details provided in the Corporate Governance Report forming part of Annual Report.

Composition of Audit Committee

As on the date of this report, the Audit Committee constituted by the Board has Shri Atul Joshi as Chairman and Shri Krishan Kumar Jalan and Shri Bontha Prasada Rao as the members. Further details are provided in the Corporate Governance Report forming part of Annual Report.

During the year all recommendations made by the Audit Committee were accepted by the Board.

Directors and Key Managerial Personnel

The shareholders at their 26th Annual General Meeting held on September 29, 2023 approved the following appointment/re-appointment:

1. Shri Bontha Prasada Rao (DIN: 01705080) was appointed as an Independent Director to hold office for a term of five years w.e.f. September 04, 2023

2. Shri Debanjan Mandal (DIN: 00469622) was appointed as an Independent Director to hold office for a term of five years w.e.f. September 04, 2023

Based on the recommendation of Nomination and Remuneration Committee ("NRC") and Audit Committee

1. Shri Anil Kumar Agarwal (DIN: 01501767) was elevated to Deputy Managing Director and CEO of Freight Rail Systems vertical of the Company w.e.f. December 20, 2023 and he ceased to be the CFO of the Company from the said date.

2. Shri Prithish Chowdhary (DIN: 08509158) was designated Deputy CEO of Passenger Rail System in addition to being Director (Marketing and Business Development) w.e.f. December 20, 2023

3. Shri Saurav Singhania was promoted to Chief Financial Officer of the Company w.e.f. December 20, 2023.

During the year under review, the second five year term of Shri Manoj Mohanka and Shri Sunirmal Talukdar, Independent Directors of the Company was completed at the close of business hours on March 31, 2024. The Board places on record its sincere appreciation for the services rendered by both of them.

In terms of Section 149 of the Act and Listing Regulations, Shri Atul Joshi, Shri Sushil Kumar Roongta, Shri Krishan Kumar Jalan, Ms. Nayantara Palchoudhuri, Shri B.P. Rao and Shri Debanjan Mandal are the Independent Directors of the Company as on the date of this report.

Based on the recommendation of the NRC and the Audit Committee, the Board of Directors of the Company approved:

• The re-appointment of Shri Anil Kumar Agarwal (DIN: 01501767), Executive Director designated as Deputy Managing Director and CEO (FRS) for a term of 3 (three) years w.e.f. May 29, 2024.

• Elevation of Shri Prithish Chowdhary as the Deputy Managing Director of the Company w.e.f May 15, 2024

Shri Umesh Chowdhary, Vice Chairman and Managing Director (VCMD) retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Act and is eligible for re-appointment.

The proposal for his re-appointment and remuneration of Shri Anil Kumar Agarwal, remuneration of Shri Prithish Chowdhary and continuation of Shri Umesh Chowdhary as VCMD is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

The information prescribed by Listing Regulations in respect of the above-named Directors is given in the Notice of 27th Annual General Meeting.

Evaluation of the Board's performance, Committee and Individual Directors

In compliance with the Act and Listing Regulations, the performance evaluation of the Board, Committees and Individual Directors was carried out during the FY 2023-24 as per the details set out in Corporate Governance Report.

Declaration by Independent Directors

Declarations pursuant to the Sections 164 and 149(6) of the Act and Listing Regulations and affirmation of compliance with the Code of Conduct as well as the Code for Regulation of Insider Trading adopted by the Board, by all the Independent Directors of the Company have been made. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

Remuneration Policy and remuneration

A policy approved by the Nomination and Remuneration Committee and adopted by the Board is practiced by the Company on remuneration of Directors and Senior Management Employees, as per the details set out in the Corporate Governance Report.

Corporate Governance Report

The Company has complied with the corporate governance requirements under the Act and Listing Regulations. A separate section on Corporate Governance under Listing Regulations along with a certificate from a Company Secretary in Practice confirming compliance is annexed to and forms part of the Annual Report.

Business Responsibility and Sustainability Report (BRSR)

In compliance with Regulation 34(2)(f) of Listing Regulations, the BRSR is annexed to and forms part of the Annual Report, describing initiatives taken by the Company from the environmental, social and governance perspective.

Internal Control System

The Company has system of internal controls and necessary checks and balances so as to ensure:

a. that its assets are safeguarded;

b. that transactions are authorised, recorded and reported properly; and

c. that the accounting records are properly maintained and its financial statements are reliable.

The Company has appointed external firm of Chartered Accountants to conduct internal audit whose periodic reports are reviewed by the Audit Committee and Management for bringing about desired improvement wherever necessary.

Vigil Mechanism / Whistle Blower Policy

A fraud and corruption free environment as part of work culture of the Company is the objective and with that in view a Vigil Mechanism Policy has been adopted by the Board which is uploaded on the website of the Company at www. titagarh.in. No complaint of this nature has been received by the Audit Committee during the year under review. Internal Complaints Committee

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, further details of which are given in the Corporate Governance Report. No complaint was lodged with the Committee during the financial year 2023-24.

Directors' Responsibility Statement

The Directors state that:

i. Appropriate Accounting Standards as are applicable to the Annual Statement of Accounts for the financial year ended March 31, 2024 had been followed in preparation of the said accounts and there were no material departures therefrom requiring any explanation;

ii. The Directors had selected and followed the accounting policies as described in the Notes on Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the Annual Accounts on a going concern basis; and

v. The Directors had laid down Internal Financial Controls (IFC) to be followed by the Company and that such IFC are adequate and operating effectively.

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

Statutory Auditor & Auditor's Report

The shareholders of the Company at the Twenty Fifth Annual General Meeting held on September 15, 2022, approved the re-appointment of Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (FRN 304026E/E- 300009) as the Statutory Auditors of the Company for a second term of five consecutive years to hold the office till the conclusion of Thirtieth Annual General Meeting to be held in the year 2027.

The shareholders of the Company at the Twenty Sixth Annual General Meeting held on September 29, 2023, approved the appointment of M/s. Salarpuria & Partners, Chartered Accountants (Firm Registration Number 3021 13E) as Joint Statutory Auditors of the Company for a term of five consecutive years to hold the office till the conclusion of Thirty First Annual General Meeting to be held in the year 2028.

The Auditor's report on standalone financial statements for FY 2023-24 does not contain any qualifications, reservations, or adverse remarks.

Consolidated Financial Statements

In accordance with IND-AS 24 issued by the Institute of Chartered Accountants of India, consolidated financial statements prepared on the basis of financial statements received from subsidiary company as approved by its Board, form part of this Report & Accounts.

The Auditors' Report on the consolidated financial statement for the year ended March 31, 2024 does not contain any qualification, reservation or adverse remark.

Cost Auditors

M R Vyas & Associates, Cost Accountants, (Registration No. 2032) have been re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for

the Financial Year 2023-24 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended March 31,2024 would be filed as stipulated by the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

Secretarial Auditor

Secretarial Audit has been conducted by Shri Sumantra Sinha, Practicing Company Secretary appointed by the Board and their report is annexed hereto and marked as Annexure DR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Deposits

The Company did not accept any deposits covered under Chapter V of the Companies Act, 2013 during the financial year ended March 31, 2024.

Particulars of Remuneration of Directors/KMP/Employees

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) is annexed and marked as Annexure DR-4. The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Report, is readily available for inspection by the members at the Company's Registered Office between 10.30 A.M. to 1.00 P.M. on all working days upto the date of ensuing AGM. Should any member be interested in obtaining a copy including through email (investors@titagarh.in), may write to the Company Secretary at the Company's Registered office.

Human Resources

A. Empowering the employees: The Company considers its organizational structure to be evolving consistently over time while continuing with its efforts to follow good HR practices. Adequate efforts of the staff and management personnel are directed on imparting continuous training to improve the management practices.

B. Industrial Relations: Industrial relations at all sites of the Company remained cordial.

C. No. of Employees Manpower employed as at March 31, 2024 was 1060.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 on

conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as Annexure DR-5.

Corporate Social Responsibility

A report on Corporate Social Responsibility (CSR) activities undertaken during the financial year ended March 31, 2024 pursuant to the provisions of Section 135 of the Act and rules made thereunder is annexed to this Board's Report and marked as Annexure DR-6.

Apart from the above, the Company makes, inter alia, donations to the charitable institutions directly and through philanthropic organisations engaged in providing medical, education and other reliefs to the economically weaker sections of the society.

Industrial Training Institute (the "ITI") set up on the Company's land at Titagarh plant situated in Barrackpore, North 24 Parganas under Private Public Partnership (PPP) is yet another area. The ITI with access to the requisite infrastructure provided by the Company imparts hands-on training to the local people. A large number of students in various batches have passed and significant number of them are engaged in various jobs in the industry. The ITI has been recognised by the State Government as one of the best in the country and it caters to the requirement of skilled workmen by industrial

The National Apprenticeship Promotion Scheme (NAPS) is a flagship scheme of the Government of India, launched in 2016 under the Ministry of Skill Development and Entrepreneurship. The primary objective of the scheme is to promote the apprenticeship training and skill development of youth across the country. As part of the skill development initiative, your Company provides "On the Job" training to unemployed and uneducated youth at its business segments under the Government of India sponsored National Apprenticeship Promotion Scheme. During the year under review through this initiative your Company supported 224 trainees, thus enhancing their skills and making them employable.

Your Company has been engaging apprentices under the Scheme since long. However, it was decided in 2023-24, to bring it under the ambit of its CSR activities by way of supporting a group of apprentices over and above the statutory minimum requirement of 2.5% of the total workforce.

The Company's Equity Shares are listed at the BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). The listing fees for the financial year ending on March 31, 2025 have been duly paid. As at March 31, 2024, your Company was at 396 in the list of all listed companies as per Market Capitalisation released by National Stock Exchange of India Ltd. & BSE Ltd.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Other Disclosures

1. The Auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees as specified under section 143(12) of the Act, details of which needs to be mentioned in this Report.

2. There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

3. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - There are no instances of one-time settlement during the financial year under review.

Forward Looking Statement

The statements in this report describing the Company's policy, strategy, projections, estimation and expectations may appear forward looking statements within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events and the actual results could materially differ from those expressly mentioned in this Report or implied for various factors including those mentioned in the paragraph "Risks and Concerns" herein above and subsequent developments, information or events.

Acknowledgement

The Directors place on record their sincere appreciation of the cooperation and support extended by the Government, Banks/Financial Institutions and all other business partners and the services rendered by the employees.

Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.