Talbros Automotive Components Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 68^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, 2025.

FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Particulars:	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Operations	82,705.22	77,826.68	82,705.22	77,826.68
Profit before Interest and Depreciation	14,844.73	12,842.65	14,726.93	12,724.85
Less : Interest	1,369.65	1,326.54	1369.65	1,326.54
Depreciation	3,187.81	2591.09	3187.81	2591.09
Profit/(Loss) before Exceptional Items, share in profit of joint ventures (net) and tax	10,287.27	8925.02	10,169.47	8,807.22
Exceptional Items	-	7653.48	-	4,245.54
Profit/(Loss) before share in profit of joint ventures (net) and tax	10,287.27	16,578.50	10,169.47	13,052.76
Share in profit/(loss) of joint ventures (net)	-	-	1,773.82	1,617.15
Profit before Tax	10,287.27	16,578.50	11,943.29	14,669.91
Less: Provision for Tax	2529.10	3,718.89	2529.10	3,718.89
Provision for Deferred Tax	(41.77)	(31.87)	(41.77)	(31.87)
Less: (Excess)/Short provision of tax for earlier years written back/provided	12.69	(14.74)	12.69	(14.74)
Profit after Tax	7,787.25	12,906.22	9,443.27	10,997.63
Other Comprehensive Income
a) Items that will not be reclassified to profit and loss	692.81	8,268.16	695.71	8,264.29
b) Income tax relating to items that will not be reclassified to profit and loss	(161.23)	(1,925.36)	(161.23)	(1,925.36)
Total other comprehensive income	531.58	6,342.80	534.48	6,338.93
Total comprehensive income	8,318.83	19,249.02	9,977.75	17,336.56

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

The global economic environment in 2024-25 was shaped by heightened uncertainty, with new US tariff measures, rapid policy shifts, and intensifying geopolitical tensions weighing on trade and growth. Global headline inflation is expected to moderate more slowly than earlier projected, easing to 4.3% in 2025 and 3.6% in 2026. Equity market volatility, elevated asset valuations, and sustained high corporate debt levels further cloud the financial outlook, posing challenges for central banks seeking to contain inflation without compromising financial stability.

India, however, maintained robust growth momentum, with GDP expanding by 6.5% in 2024-25, supported by resilient domestic demand, expanding investments, and sound macroeconomic management. The automotive industry recorded a 7.3% rise in domestic sales and a 14.6% increase in exports, while EV sales crossed 2 Mn units, reflecting the sectors accelerating shift towards sustainable mobility.

Against this backdrop, the Company remained focused on operational continuity, manufacturing excellence, and supply chain optimisation, underpinned by stringent safety measures for employees. It leveraged its diversified product portfolio, spanning gaskets and heat shields, forgings, chassis systems, anti-vibration products, and hoses, to capture growth opportunities across domestic and export markets.

During the year, Talbros secured P1,475 Crores in new orders, with approximately 40-45% already under execution and another ~30% scheduled to commence in 2025-26. This included multiple EV-specific orders worth ~?280 Crores and export orders worth ~?560 Crores, strengthening its revenue visibility and market diversification. Capacity enhancements, including the operationalisation of the Pune facility and the upcoming Marelli JV chassis systems plant, are poised to support these new programmes, many of which cater to premium and EV platforms.

The Company also advanced its localisation and technology investments, particularly in EV components and next- generation heat shields for battery and noise insulation. Continued R&D focus, coupled with strategic joint ventures, enables Talbros to deliver high-value, future-ready products aligned with evolving mobility trends.

Looking ahead, the Companys priorities include scaling exports to over 35% of revenue, capitalising on policy tailwinds from schemes like PLI and FAME-II, and strengthening its presence in high-growth segments such as EVs, premium chassis systems, and heavier forged components. Sustainability will remain integral, with ongoing initiatives in localisation, energy efficiency, and process optimisation aimed at enhancing competitiveness while supporting environmental goals.

FINANCIAL REVIEW

Your Company recorded all time high revenue from operations on standalone basis for the financial year 2024-25 amounting to 827. 05 Crores, 6.27 % higher as compared to the last financial year 2023-24 with gross turnover of 778.27 Crores. Profit after tax (PAT) for the Company for financial year 202425 was 77.87 Crores, 39.66% lower as compared to the PAT of 129.06 Crores in the previous year 2023-24.

The JV Company Marelli Talbros Chassis Systems Private Limited (MMT) registered a turnover of 284.43 Crores up by 9.43% as compared to financial year 2023-24 turnover of 259.91 Crores. PAT of MMT was 28.62 Crores, higher by 51.5 % as compared to 18.89 Crores in the previous year 2023-24

Talbros Marugo Rubber Private Limited (TMR), another JV Company has registered a turnover of 129.85 Crores up by 6.02 % as compared to financial year 2023-24 turnover of 122.47 Crores. PAT of TMR was 6.86 Crores as compared to 2.21 Crores in the previous financial year 2023-24.

During the financial year 2024-25, the consolidated total revenues increased by 6.27 % from 778.27 Crores in 202324 to 827.05 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components manufacturer with a strong presence across two-wheelers, passenger vehicles, commercial vehicles, and agricultural equipment. Our business spans gaskets and heat shields, forgings, suspension systems, anti-vibration products, and hoses, supported by strategic joint ventures with global automotive leaders in suspension and rubber components.

In gaskets, we retain market leadership with a share exceeding 50%, which is approximately three times that of our nearest competitor. We continue to hold a dominant position in the two-wheeler, agricultural and off-loader, and HCV & LCV segments.

During the year, the Company secured multiple long-term orders from both domestic and international customers across all business divisions, product lines, and joint ventures. These orders, spread over the next five years, encompass gaskets, heat shields, forgings, and chassis components. They will strengthen our share of business with existing customers, expand our reach to new OEMs, and enhance our footprint across global markets.

The Company has also secured significant new orders for global head gaskets and integrated wire harness assemblies from European customers. These programmes are expected to generate healthy revenues over the next two years, further diversifying our export portfolio.

To support the timely execution of these new programs, the recently commissioned Pune facility will be fully operational in Q2 FY26, while the upcoming Marelli JV chassis systems plant became operational in April 2025. Both facilities are equipped with advanced manufacturing technologies and will cater to premium and EV platforms, enhancing capacity, quality, and responsiveness.

Looking ahead, the Companys strategic priorities include scaling exports to over 35% of revenue, increasing penetration in high-growth segments such as EVs, premium chassis systems, and heavier forged components, and furthering localisation and technology investments to strengthen cost competitiveness.

Sustainability will remain central to our growth approach, with continued efforts in localisation, energy efficiency, and process optimisation aimed at improving environmental performance while enhancing operational resilience.

TRANSFER TO RESERVE

An amount of 50 Lacs has been transferred to General Reserves out of the profit earned during the financial year 2024-25.

DIVIDEND

Your Board of Directors declared Interim Dividend for the financial year 2024-2025 10% ( 0.20p 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 14, 2024. The said Interim dividend was paid to the Shareholders on December 09, 2024.

Further, your Directors are pleased to recommend, a final dividend @ 25% ( 0.50p/- per equity share) for the financial year 2024-25 on 6,17,28,150 Equity Shares of 2/- each, aggregating to 3,08,64,075/- (Rupees Three Crore 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.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2025 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 automotive sector remains a cornerstone of the national economy, contributing approximately 7% to GDP and driving demand across critical ancillary industries such as steel, aluminium, plastics, and oil and gas. It is also a significant generator of employment, innovation, and supply chain sophistication.

In 2024-25, domestic automobile sales grew by 7.3% year- on-year, supported by healthy urban demand, evolving vehicle replacement cycles, and policy-led tailwinds such as the vehicle scrappage programme. Exports recorded a strong rebound, rising by 14.6%, underscoring Indias growing relevance in the global automotive supply chain.

With robust policy support, sustained innovation, and a dynamic consumer base, Indias automotive sector is well-positioned to lead the next phase of industrial and technological growth. Government initiatives such as FAME-II and the Production- Linked Incentive (PLI) scheme are accelerating the adoption of electric mobility and catalysing advanced manufacturing at scale, reinforcing the sectors global competitiveness and long-term resilience.

Indias auto component industry continues to expand steadily, driven by strong domestic demand, healthy export momentum, and an increasing focus on localisation. Despite global headwinds, the sectors fundamentals remain sound, with long-term growth supported by economies of scale, premiumisation, and the rising share of high-value components.

Investment in the sector is expected to remain strong, with an estimated 25,000-30,000 Crores projected for 202526. A significant share of this will be channelled into EV- specific component development, reflecting the industrys shift towards future-ready technologies. Localisation in the EV value chain has reached 30-40%, with substantial progress in battery management systems, traction motors, and power electronics. Battery cell manufacturing, however, remains a key white space presenting high-impact opportunities for domestic players.

The OEM segment, which accounts for more than half of the industrys revenue, is forecast to grow by 7-9% in 2024-25 and 8-10% in 2025-26, supported by platform renewals, content enrichment, and rising customer expectations. The replacement market is also expanding, driven by an ageing vehicle population and the increasing adoption of preventive maintenance practices.

Backed by a cost-competitive manufacturing base, a skilled workforce, and supportive policy frameworks, Indias automotive and auto component sectors are poised to play a leading role in shaping the future of global mobility.

SHARE CAPITAL

The Paid up share capital of the Company as on March 31, 2025 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.

CREDIT RATING

Companys credit ratings were reaffirmed by CARE Ratings on September 30, 2024. The ratings of the Company are as under:

Facilities	Amount ( Crores)	Rating
Long term Bank Facilities	118.47 (reduced from 123.18))	CARE A+; Stable Reaffirmed
Short term Bank Facilities	45.00	CARE A1+ Reaffirmed
Total Bank Facilities	163.47 ( One Hundred Sixty-three Crore and forty seven Only)	-
Medium Term Instrument (Fixed Deposit)	-	-
Total Medium Term Instruments	-	-

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 2016-17 for amount aggregating to 6,59,540/- had been transferred to the "Investor Education and Protection Fund" established by the Central Government on November 20, 2024.

The Company shall transfer the unclaimed dividend for the financial year 2017-18 to the Investor Education and Protection Fund on or before October 23, 2025 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 2017-18 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 2017-18.

The Company has transferred 68385 equity shares of 2/- each to "Investor Education and Protection Fund" in the previous year and the unpaid Dividend on such shares was also transferred to the Investor Education and Protection Fund (IEPF).

The Company would be transferring the required shares this year as per the data finalised by KFIN Technologies 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 2024-25, following changes took place in the composition of Board of Directors.

• Mr. Anil Kumar Mehra (DIN: 00004654), Independent Director of the Company, ceased to be a Director of the Company with effect from September 11, 2024 upon completion of the second term of 5 (Five) consecutive years in accordance with the provisions of Section 149(11) of Companies Act, 2013.

• Mr. Amit Burman (DIN: 00042050) Independent Director of the Company, ceased to be a Director of the Company with effect from September 11, 2024 upon completion of his second term of 5 (Five) consecutive years in accordance with the provisions of Section 149(11) of Companies Act, 2013.

• Mr. Rajat Verma (DIN: 02548070) was appointed as NonExecutive Independent Director of the Company for the first term of 5 (five) consecutive years w.e.f. August 07, 2024, not liable to retire by rotation, as approved by the shareholders in the 67^th Annual General Meeting held on September 25, 2024.

• Mr. Rakesh Vohra (DIN: 00836463) was appointed as Non-Executive Independent Director of the Company for the first term of 5 (five) consecutive years w.e.f. August 07, 2024, not liable to retire by rotation, as approved by the shareholders in the 67^th Annual General Meeting held on September 25, 2024.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Varun Talwar (DIN: 00263984) and Mr. Anuj Talwar (DIN: 00628063) are liable to retire by rotation and being eligible, offers themselves for re-appointment/appointment.

Details of the proposal for director seeking re-appointment are mentioned in the annexure to the Explanatory Statement of the Notice of 68^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. Tarun Singhal (DIN: 07056960) was appointed as an Independent Director at the 63^rd AGM of the Company for a term of five years and holds office up to September 24, 2025. He is aged 67 years. He holds B. Tech.(E.E.)- degree from Indian Institute of Technology, Kanpur and is having rich experience and knowledge.

Mr. Tarun Singhal 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. Tarun Singhal (DIN: 07056960) as Independent Director, not liable to retire by rotation, for a second term of five consecutive years w.e.f. September 25, 2025 to September 24, 2030.

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Secretarial Standards, the details of to Mr. Tarun Singhal seeking reappointment in the ensuing Annual General Meeting, are provided in the Explanatory Statement annexed to the Notice of the 68^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.

1. Mr. Umesh Talwar	- Vice Chairman & Managing Director
2. Mr. Anuj Talwar	- Joint Managing Director
3. Mr. Manish Khanna	- Chief Financial Officer
4. Mrs. Seema Narang	- Company Secretary

All Directors, Key Managerial Personnel and senior management have confirmed compliance with the Companys 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 programmes 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, The Earth Saviours Foundation, Savera Association, Roshni Education Society, Sarvam Foundation, NGO Sapna, Servants of the People Society, Venu Charitable Society, Save The Girl, The Talwar Foundation, Delhi Common Wealth Womens Association, Guild for Service, Indian Institute of Cerebral Palsy, Prabhat An Awakening, Ladli Foundation, Akshaya Patra, Arya Samaj, Akhand Jyoti (in the name of "Yugrishi shriram sharma Acharya Charitable Trust"), People for Action, CRY, PM National Relief Fund, for fulfilling its CSR obligations for the financial years 2024-25 and ensuring compliance with provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The amount of 129.01 Lacs was spent by the Company during the financial year 2024-25 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 companys 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 70th 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 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Annual Secretarial Audit Report and Compliance Report

Pursuant to Regulation 24A(2) of Listing Regulations, all listed entities on annual basis are required to obtain Annual Secretarial Compliance Report from Practicing Company

Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the said report is further required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

The Company engaged the services of Kiran Sharma & Co., Practicing Company Secretaries (Membership No. 4942 & Certificate of Practice No. 3116) PCS and Secretarial Auditor of the Company for providing this certification for 2024-25.

The Company has complied with the above said provisions and Annual Secretarial Compliance Report for 2024-25 has been submitted to the Stock Exchanges within stipulated time.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 under the Act, read with Rules made thereunder and Regulation 24A (1) of the Listing Regulations is set out in the Annexure - IV to this Report. There are no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Appointment of Secretarial Auditors

In accordance with Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, on the recommendation of the Audit Committee, has approved and recommended to the Members, the appointment of Kiran Sharma & Co., Practicing Company Secretaries (Membership No. 4942 & Certificate of Practice No. 3116 and Peer Review Certificate No.: 1236/2021), as Secretarial Auditors of the Company to hold office for a term of Five years, from 2025-26 to 2029-30.

Kiran Sharma & Co., Practicing Company Secretaries, holds peer review certificate issued by the Peer Review Board of Institute of Companies Secretaries of India. The resolution for seeking approval of the members of the Company for the appointment of Kiran Sharma & Co., Practicing Company Secretaries as the Secretarial Auditor is provided in the Notice of the 68^th AGM along with relevant details.

Kiran Sharma & Co., Practicing Company Secretaries, has consented to act as the Secretarial Auditors of the Company and have confirmed that the appointment, if approved, would be within the prescribed limits under the Act & relevant Rules, and Listing Regulations. Kiran Sharma & Co. have also affirmed that they are not disqualified from being appointed as the Secretarial Auditors under the applicable provisions of the Act, its Rules, and the Listing Regulations.

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, 2025 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 2023-24 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 have also re-appointed them as Cost Auditors for financial year 2025-26, to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

Internal Auditors

In compliance with the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Internal Audit of various units of Company, for the financial year 2024-25 was carried out by the following Internal Auditors:

M/s. Mazars Advisory Private Limited, Gurgaon as the Internal Auditors to conduct the Internal Audit for Gasket Division at Faridabad and Forging Division at Bawal.

M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune as the Internal Auditors to conduct the Internal Audit for Companys Plant at Pune.

M/s. Pant Ravi & Associates, Chartered Accountants as the Internal Auditor to conduct the Internal Audit for Companys Plant at Sitarganj.

Further, the Board in their meeting held on May 26, 2025 has reappointed the existing Internal Auditors for conducting Internal Audit for the financial year 2025-26.

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 CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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 2024-25, 4 (four) Board Meetings were held on May 22, 2024, August 07, 2024, November 14, 2024, February 11, 2025, 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 2024-25, 4 (four) meetings of Audit Committee were held on May 22, 2024, August 07, 2024, November 14, 2024, February 11, 2025. 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 2024-25, 1 (One) meeting of the Nomination and Remuneration Committee was held on July 31, 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 2024-25, 4 (four) meetings of Stakeholders Relationship Committee were held on May 22, 2024, August 7, 2024, November 14, 2024 and February 11, 2025. Composition and other details of the Stakeholders Relationship Committee are available in the Corporate Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2024-25, 2 (two) meetings of the Corporate Social Responsibility Committee were held on June 18, 2024 and January 09, 2025. 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 and has been explained in the Corporate Governance Report.

The Remuneration Policy of the Company is available on companys 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 Members 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 companys 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, 2025 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 ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure -VII.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary and Compliance Officer of the Company.

Public Deposits

There are no deposits outstanding as on March 31, 2025, except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit amounting to 2,37,000 remains unclaimed at the end of financial year 2024-25 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 Practicing Company Secretary 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, 2024 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:-

Location: Faridabad
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Anshu Mehra	Member
Mr. Harish Thakur	Member

 

Location: Pune
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Ms. Reshma Gharge	Member

 

Location: Bawal
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Vivek Singh	Member
Ms. Neha Batra	Member

No complaints have been filed/disposed of/pending during the financial year ended March 31, 2025.

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 Companys 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 Ms. Priyanka Gulati - Chairperson of the Audit Committee.

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

No complaints/ grievances 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 Companys operations in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys 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 2024-25 in prescribed form is placed on Companys website www.talbros.com.

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

Neither an y application has been mad e n or any proceed ing 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 judgements 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 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 Companys employees at all levels. Your Companys growth was made possible by their hard work, solidarity, cooperation and support.

		For and on behalf of the Board
	Sd/-	Sd/-
	Umesh Talwar	Anuj Talwar
Place: Gurugram	Vice Chairman & Managing Director	Joint Managing Director
Date: May 26, 2025	(DIN: 00059271)	(DIN: 00628063)