Talbros Engineering Ltd Directors Report

To The Members,

The Directors have pleasure in presenting 39th Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March, 2025.

FINANCIAL RESULTS:

( in Lacs)

Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Revenue from Operations
- Sale of Products	43,026	39,307
- Other Operating revenues	1,583	1,696
Total Revenue from Operations	44,609	41,003
Other Income	43	62
Total Income	44,652	41,065
Profit before Interest, Depreciation & Tax	5,022	4,366
Less: Interest	1,176	958
Depreciation	1,125	997
Exceptional Items	NIL	NIL
Profit Before Tax and After Exceptional Items	2,721	2,411
Less: Previous Year adjustments	2	7
Provision for current year income-tax	560	597
Provision for Deferred Tax	142	24
Net Profit after tax	2,017	1,783
Net profit after tax and adjustments	2,017	1,783
Other Comprehensive Income
- Items that will not be classified to profit or loss	3	6
- Items that will classified to profit or loss	NIL	NIL
Total Income	2,020	1,789
EPS (Basic)	39.78	35.24
EPS (Diluted)	39.78	35.24

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of Rs. 44,609 Lakhs in this financial year ended on 31st March, 2025 as against Rs. 41,003 Lakhs for the previous financial year. The net profit after tax for this year is Rs. 2,017 Lakhs as compared to Rs. 1,783 Lakhs for the previous financial year.

Reserves & Surplus as on 31st March, 2025 stand at Rs. 14,938 Lakhs as against the paid-up capital of Rs. 508 Lakhs.

DIVIDEND:

The Board of Directors of your Company is pleased to recommend a final dividend of Rs. 2.50/- per equity share of the face value of Rs. 10/- each (@25%), payable to those shareholders whose name appear in the Register of Members as on the Book Closure/ Record Date. The payment of final dividend is subject to the approval of the shareholders of the Company at the ensuing Annual general meeting (AGM) of the Company.

TRANSFER TO GENERAL RESERVE:

Your directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.

SHARE CAPITAL Authorised Share Capital:

As on March 31, 2025, the Authorised Share Capital of the Company stood at Rs. 5,10,00,000/- (Rupees Five Crore and Ten Lakh only) divided into 51,00,000 Equity Shares of Rs. 10/- each. Paid-up Share Capital:

As on March 31, 2025, the Paid-up Equity Share Capital of the Company stood at Rs. 5,07,65,040/- (Rupees Five Crore Seven Lakh Sixty-Five Thousand and Forty only) comprising of 50,76,504 Equity Shares of Rs. 10/- each.

During the year under review, there is no change in Authorised, Subscribed, Issued and paid-up capital of the Company and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/bonds.

TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND/ SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven (7) years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred an amount of Rs. 1,33,906/- (Rupees One Lakh Thirty- Three Thousand Nine Hundred Six Only) towards the unclaimed and unpaid dividend and 13,685 shares for the financial year 2016-17 as no dividend was declared for that period. The details are provided on our website www.talbrosaxles.com.

The Company has appointed Mr. Divam Mittal, Company Secretary and Compliance Officer as Nodal Officer of the Company w.e.f November 11,2024. The details of Nodal officer are accessible at www.talbrosaxles.com. However, he has tendered his resignation from the office of Company Secretary and Compliance Officer and Nodal Officer of the Company w.e.f. 30th June, 2025.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the COO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales of the Company during the financial year 2024-25 stands at Rs. 7,698 Lakhs as against Rs. 5,614 Lakhs in the previous fiscal.

BORROWINGS:

The Companys consolidated borrowings as on March 31, 2025 was Rs. 13,209 Lakhs as against Rs. 11,253 Lakhs as at March 31,2024.

CREDIT RATING:

CARE Ratings Limited has re-affirmed the ratings of your Company as per below given details and outlook on the longterm rating is stable.

Facilities	Earlier Rating	Revised/ Re-affirmed Rating
(Long Term Bank Facilities)	CARE A-; Stable	CARE A-; Stable (Single A Minus; Outlook:Stable) (reaffirmed)
Long Term Ratings
(Short Term Bank Facilities)	CARE A-; Stable / CARE A2+	CARE A-; Stable / CARE A2+ (Single A Minus;
Short Term Ratings		Outlook: Stable / A Two Plus) (reaffirmed)

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, the Company has no subsidiary, joint ventures or associate company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Ankush Jindal, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Ankush Jindal, Executive Director, Mr. Manoj Kumar Chauhan, Chief Financial Officer and Mr. Divam Mittal, Company Secretary. *However, Mr. Divam Mittal has resigned from the position of Company Secretary, Compliance Officer and Nodal Officer of the company w.e.f. June 30, 2025.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on directors appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations. The Designated employees have confirmed the compliance with the code of conduct.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

COMPOSITION OF COMMITTEES

The following Committees constituted by the Board function according to their respective roles and defined scope:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Corporate Social Responsibility Committee;

(d) Stakeholders Relationship Committee;

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.

DIRECTORS RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. The directors confirm that:

(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149 of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2024-25. Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered / evaluated the Boards performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board subsequently evaluated its own performance, the working of its committees (Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There has been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

ANNUAL RETURN

The extracts of the Annual Return of the Company in Form MGT-9, as they stood on the close of the financial year i.e. March 31, 2025 is furnished in Annexure-D and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Companies Act, 2013, in Form MGT-7, as they stood on the close of the financial year i.e. March 31, 2024 is uploaded on the website of the Company at website www.talbrosaxles. com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Companys website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 20th May, 2025. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

INTERNAL AUDITORS:

Pursuant to section 138 of the Companies Act, 2013, the Company has appointed M/s G R A B & Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2024-25.

They have performed the duties of Internal Auditors of the Company, satisfactorily, and their report for financial year 2024-25 was placed before the Audit Committee and Board of Directors.

STATUTORY AUDITORS:

M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory Auditors of the Company to hold the office from the conclusion of 36th Annual General Meeting held on 22nd August, 2022, till the conclusion of 41st Annual General Meeting to be held in year 2027.

The Statutory Auditors Report for Financial Year 2024-25 on the financial statement of the Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31st March, 2025. The observations of the Statutory Auditors are self-explanatory and therefore Directors dont have any further comments on the same.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s Anuj Gupta and Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31st March, 2025 is being attached with the Directors Report as Annexure - A which is self explanatory and needs no comments.

Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta and Associates, Company Secretary in Practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 “OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT”

No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under subsection 12 of Section 143 of Companies Act, 2013.

SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta and Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure - B

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complied with all applicable Secretarial Standards.

COST AUDITORS AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The Company has formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company.

The code inter alia contains the formalities / pre clearance required for dealing in companys shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2025.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Auditors Certificate received from M/s Anuj Gupta and Associates dated August 07, 2025 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Directors Report.

Mr. Tarun Talwar, Chief Operating Officer and Mr. Manoj Kumar Chauhan, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.

CORPORATE SOCIAL RESPONSIBILITY:

Annual Report on CSR Activities

1. Brief Outline of CSR Policy of the Company

Talbros Engineering Limited (TEL) reaffirms its commitment towards high social, ethical and environmental standards since its inception. TEL believes that an organization should make all decisions considering the social and environmental consequences. The Corporate Social Responsibility (CSR)

Committee identifies the areas for allocating expenditures in line with the budget allocated.

The Schedule VII of the Act lays down the framework and modalities of carrying out CSR activities. Therefore, the Company has to formulate a policy for the welfare and sustainable development of the society, while meeting the interest of the shareholders.

Our Company TEL has also established a Talbros Charitable Trust in early 80s so as to ensure help to the needy and poor people. Every year the trust donates generously to the needy people.

Objective

The CSR Policy covers both existing and proposed activities to be undertaken by TEL within the meaning of section 135 of the Act read with schedule VII and rules made thereunder including any amendments/modifications/additions thereof. The major sectors where TEL expands its hands under CSR are as follows:

a) Contributing to the Non-profit organisations engaged in promoting Organ Donations activities.

b) To create equitable opportunities for the under privileged children of the society.

c) Improving health care with the help of modern medical equipment.

d) Establishing modern health care facilities in villages.

e) Contributing to the non-profit organisations indulged in rendering of free services including lab testing, dispensary and emergency services.

f) Relief during natural disasters.

g) Career Counselling programs for the under privileged students.

h) Contribution for COVID-19 directly / through any implementing agencies

The Company is committed to discharging its social responsibility as a good corporate citizen and to facilitate good education and medical facilities to the required citizens in society.

2. Composition of CSR Committee

S. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Mr. Vijay Kumar Sharma	Executive Director (Chairman of Committee)	2	2
2	Mr. Kuldeep Singh Bhalla	Independent Director (Member of Committee)	2	2
3	Mrs. Seema Sethi	Independent Director (Member of Committee)	2	2

3. Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company

Composition: https://talbrosaxles.com/board-of-directors/ CSR Policy: https://talbrosaxles.com/pdf/csr-policy.pdf CSR Projects: https://talbrosaxles.com/about-us/#sustainabilitv

4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:

The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

5. (a) Average net profit of the Company as per

Section 135(5): Rs. 3021.5 Lakhs

(b) Two percent of average net profit of the Company as per section 135(5): Rs. 60.43 Lakhs

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

(d) Amount required to be set off for the financial year, if any: NIL

(e) Total CSR obligation for the financial year [(5b)+(5c) - (5d)]: Rs. 60.43 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing

Project and other than Ongoing Project): Rs. 60.90 Lakhs

(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year (a+b+c): Rs. 60.90 Lakhs

(e) CSR Amount spent or unspent for the financial year:

Total Amount spent for the Financial Year (In Lakhs)	Amount Unspent (In )
	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of Transfer	Name of the Fund	Amount	Date of transfer
60.90	NIL	NA	NA	NIL	NA

(f) Excess amount for set off, if any:

S. No.	Particular	Amount (In Lakhs)
(i)	Two percent of average net profit of the Company as per section 135(5) of the Act.	60.43
(ii)	Total amount spent for the Financial Year	60.90
(iii)	Excess amount spent for the Financial Year[(ii)-(i)]	0.47
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any.	NIL
(v)	Amount available for set off in succeeding financial year [(iii) - (iv)].	0.47

7. Details of unspent CSR amount for the preceding three financial years:

Sl. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135(6) (In )	Amount spent in the reporting Financial Year (In Lakhs)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any			Amount remaining to be spent in succeeding financial years (In )
				Name of the fund	Amount (In	Date of Transfer
1	2023-24	NIL	NIL	NA	NIL	NA	NIL
2	2022-23	NIL	NIL	NA	NIL	NA	NIL
3	2021-22	NIL	NIL	NA	NIL	NA	NIL

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year: No

If yes, enter the number of capital assets created / acquired: Not Applicable

Furnish the details relating to such asset (s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: NA

(a) Short particulars of the property or asset(s) [including complete address and location of the property]
(b) Pincode of the property or asset(s)
(c) Date of creation or acquisition of the capital asset(s).	Not Applicable
(d) Amount of CSR spent for creation or acquisition of capital asset.
(e) Details of the entity/Authority/beneficiary of the registered owner including their CSR Registration No., if applicable, Name and Registered address etc.

9. Specify the reason(s) if the Company has failed to spend two percent of the average net profit as per Section 135(5):

Not applicable. The Company has spent and utilised the entire CSR fund during the financial year under review. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - C to the Boards Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Boards Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company

(Amount in Lacs)

Name of the Director	Designation	Remuneration paid	Ratio to median remuneration
Mr. Vijay Kumar Sharma	Executive Director	14.77	6.23
Mr. Ankush Jindal	Executive Director	12.98	5.48
Mr. Kuldeep Singh Bhalla	Independent Director	0.15	Only Sitting fees paid
Mrs. Seema Sethi	Independent Director	0.15	Only sitting fees paid
Mrs. Shashi Khurana	Independent Director	0.15	Only sitting fees paid
Mr. Sarabjeet Singh	Independent Director	0.15	Only sitting fees paid

(b) Percentage increase in remuneration of Directors and KMPs

(Amount in Lacs)

Name of the Director/ KMP	Designation	Remuneration for the year ended 2024-25	Remuneration for the year ended 2023-24	% change during the year
Mr. Vijay Kumar Sharma	Executive Director	14.77	13.95	5.89
Mr. Ankush Jindal*	Executive Director	12.98	4.97	161.17
Mrs. Seema Sethi*	Independent Director	0.15	0.10	50.00
Mrs. Shashi Khurana	Independent Director	0.15	0.10	50.00
Mr. Kuldeep Singh Bhalla	Independent Director	0.15	0.10	50.00
Mr. Sarabjeet Singh	Independent Director	0.15	0.10	50.00
Mr. Kanwar Pal Pawar*	CFO	3.73	5.36	(30.41)
Mr. Manoj Kumar Chauhan*	CFO	2.11	NIL	100.00
Mr. Anuj Gupta*	Company Secretary	1.61	1.72	(6.40)
Mr. Divam Mittal*	Company Secretary	2.60	NIL	100.00

*Mr. Ankush Jindal has been appointed as an Executive Director of the Company w.e.f. 01s November, 2023

*Mrs. Seema Sethi has been appointed as a Non-Executive Independent Director of the Company w.e.f. 01stApril, 2024

*Mr. Kanwar Pal Pawar has tendered his resignation from the office of Chief Financial Officer (CFO) and Mr. Manoj Kumar Chauhan

has been appointed as new Chief Financial Officer (CFO) w.e.f. 11th November, 2024

*Mr. Anuj Gupta has tendered his resignation from the office of Company Secretary (CS) w.e.f 14th August, 2024 and Mr. Divam Mittal has been appointed as new Company Secretary (CS) w.e.f. 11th November, 2024

(c) The median remuneration of the employees has increase by 4.44% in 2024-25 as compared to 2023-24.

(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 6%. The increment given to each individual employee is based on the employees potential, experience as also their performance and contributions to the Companys progress over a period of time and also industry trend.

(e) Number of permanent employees on the rolls of the Company.

Financial Year	No. of Employees
2024-25	238
2023-24	223

(f) We affirm that the remuneration paid to Directors, Key Managerial Personnels and employees is as per the remuneration policy of the Company.

(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2024-25 being attached with the Directors Report as Annexure - D.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

OTHER DISCLOSURES:

1. There is no application or proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year.

2. There is no difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from Bank or Financial Institution.

3. During the year under review, the Company has not done any buy back of equity shares.

4. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue etc. is not applicable to the Company.

5. There was no instance of non-compliance by the Company on any matters relating to capital markets; nor was there any penalty/ strictures imposed by the Stock Exchange or SEBI or any other statutory authority on such matters during the last three years.

6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2021, as such no disclosure is required in this regard.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board
Sd/-	Sd/-
Vijay Kumar Sharma	Ankush Jindal
Executive Director	Executive Director
DIN:06394784	DIN: 03634690
R/o H. No. 309, Sector 3,	R/o H. No. 37, Sector 55
Faridabad, Haryana	Faridabad, Haryana
Place: Faridabad
Date: 07th August, 2025