Taparia Tools Ltd Directors Report

Boards Report

Dear Members,

Your Directors have pleasure in presenting the 59^th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended March 31, 2025.

Financial Year 2024-2025 has been yet another year of achievements for your Company. Performance highlights of your Company for the Financial Year 2024-2025 are mentioned briefly to give you all, an overview of accomplishments of the Company.

1. FINANCIAL PERFORMANCE (as per Ind AS)

		(Rs. in Lakh)
Particulars	2024-2025	2023-2024
Revenue (Net)	92,492.17	83,766.86
Profit before interest and depreciation	16,777.26	13,511.64
Less: Finance Costs	29.06	29.06
Gross Profit	16,748.20	13,482.58
Less: Depreciation	260.61	139.73
Profit for the year before tax	16,487.59	13,342.85
Less : Provision for taxation
Current Tax	4,080.00	3,255.94
Deferred Tax	76.50	110.30
Tax Provision for earlier years	79.16	-
Profit after tax	12,251.93	9,976.61
Other comprehensive Income
Defined benefit Gain on Measurements of the plans	34.03	77.14
Income Tax effect	(8.57)	(19.42)
Other comprehensive Income, net of tax	25.46	57.72
Total comprehensive Income for the year, net of Tax	12,277.39	10,034.33
Appropriations
Less : Transferred to General Reserve	1,227.74	1,003.44
Distributable Profit	11,049.65	9,030.89
Interim Dividend (paid)	3,794.69	3,035.75
Final Dividend (proposed)	3,794.69	3,035.75

2. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 25/- per equity share on 1,51,78,750 equity shares of Rs. 10/- each for the year ended 31st March, 2025, subject to approval of Members at the ensuing Annual General Meeting and shall be subject to deduction of Income tax at source. (Final Dividend paid in previous Financial Year was Rs. 20.00 per equity share on 1,51,78,750 equity shares of Rs. 10/- each).

During the Financial Year 2024-2025, your Company has paid Interim Dividend of Rs. 25/- per share on 1,51,78,750 equity shares of Rs.10/- each. (Interim Dividend in previous Financial Year was Rs. 20.00 per share on 1,51,78,750 equity shares of Rs. 10/- each).

DIVIDEND DECLARED IN PAST FOUR YEARS :

Financial Year 2021-2022	Dividend Declared and paid on 30,35,750 Equity Shares of Rs.10 each	1st Interim Dividend- Rs.70.00 per share	llnd Interim Dividend- Rs. 50.00 each share	Final Dividend- Rs. 52.50 per share	Total Dividend for the year- Rs.172.50 per share
Financial Year 2022-2023	Dividend Declared and paid on 30,35,750 Equity Shares of Rs. 10 each	Interim Dividend- Rs.77.50 per share	NIL	Final Dividend- Rs. 77.50 per share	Total Dividend for the year- Rs. 155.00 per share
Financial Year 2023-2024	Dividend Declared and paid on 1,51,78,750 Equity Shares of Rs. 10 each	Interim Dividend- Rs.20.00 per share	NIL	Final Dividend- Rs. 20.00 per share	Total Dividend for the year- Rs.40.00 per share
Financial Year 2024-2025	Dividend Declared and paid on 1,51,78,750 Equity Shares of Rs. 10 each	Interim Dividend- Rs.25.00 per share	NIL	Final Dividend (Proposed) Rs. 25.00 per share	Total Dividend for the year- Rs. 50.00 per share

3. REVIEW OF OPERATIONS

The Companys working during the year is satisfactory. The Companys total Revenue was Rs.92,492.17 Lakh that represents an increase of 10.42 % over Rs. 83,766.86 Lakh in the previous year. The total comprehensive income after tax is Rs. 12,277.39 Lakh in the current year represents an increase of 22.35% against Rs. 10,034.33 Lakh in the previous year.

The Performance highlights of five years are furnished hereunder:

Financial Year	Gross Revenue (Rs./lakh)	Net Profit (Rs./lakh)
2020-2021	53,775.00	4,863.93
2021-2022	66,949.85	6,559.11
2022-2023	76,887.55	7,208.70
2023-2024	83,766.86	10,034.33
2024-2025	92,492.17	12,277.39

4. CORPORATE GOVERNANCE

Your Company is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same, from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations, from time to time and the Secretarial Auditors of the Company, vide his Certificate dated 20/05/2025, has confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations.

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

5. LISTING INFORMATION

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees for the year 2025-2026 have been paid to BSE (Bombay Stock Exchange).

6. DEMATERIALISATION OF SHARES

The Promoters and Promoter group have dematerialized 97.83% of their shareholding as on the date of this report. The Promoters and Promoter Group have finished the dematerialization of their shareholding whatever has been possible.

7. PUBLIC DEPOSITS

During the financial year 2024-2025, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 ("the Act") read together with the Companies (Acceptance of Deposits) Rules, 2014.

There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2025.

8. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-2025, the Company has not given any guarantee for loans taken by others from banks or other financial institutions. The Company has not taken any Term Loan. During the financial year 2024-2025, the Company invested surplus fund generated from its operating activities in various Mutual Funds: Liquid and Arbitrage funds. The balance as on 31st March 2025 was Rs 15915.96 Lakh.

9. MANAGEMENT DISCUSSION AND ANALYSIS

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

10. HUMAN RESOURCE DEVELOPMENT

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

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Shri RajeevJ. Mundra, Independent Director (DIN: 00139886) completed his second term of five years as Independent Director of the Company on 29th July 2024. So he is not associated with the Company. The Board placed on record the appreciation for the guidance and assistance extended by Shri RajeevJ. Mundra during tenure of his association with the Company.

Shri Narayan Tulsiram Atal (DIN: 00237626) was appointed as Independent Director of the Company w.e.f. 21st May 2024 for a period of 3 years till the conclusion of 61st Annual General Meeting to be held in the year 2027.

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

12. KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel.

13. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the Annual Financial Statements for the year ended 31st March 2025; the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Annual Financial Statements have been prepared on a going concern basis;

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

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

14. INDEPENDENT DIRECTORS DECLARATION

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

15. ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES

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

16. RELATED PARTY TRANSACTIONS

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

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

Further other related party transactions are noted under Note Number35 underthe Financial Statements containing to this Report.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

On the basis of good internal control company ensures:

• Orderly and efficient conduct of operations.

• Security of its assets.

• Prevention of frauds and errors.

• Reliable and accurate financial records.

18. PARTICULARS OF EMPLOYEES

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

19. MEETINGS OF THE BOARD

Four Meetings of the Board of Directors were held during the year 2024-2025. For further details of the meetings, please refer to the Corporate Governance Report, which forms part of this report.

20. AUDIT COMMITTEE

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

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year 2024-2025 under review.

21. NOMINATION AND REMUNERATION COMMITTEE

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

22. STATUTORY AUDITORS

M/s Batliboi & Purohit Chartered Accountants, Mumbai (Reg. No. 101048W) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the annual General Meeting held on 29th July 2024.

The Company has received the confirmation from Statutory Auditors stating that they are not disqualified from continuing as auditors of the Company.

23. AUDITORS REPORT

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

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

24. SECRETARIAL AUDITORS

The Company has received written Consent from the proposed Secretarial Auditors - S R Khandelwal & Associates, Firm of Practicing Company Secretaries and they have confirmed that they are not disqualified from being appointed as a Secretarial Auditors of the Company. A resolution seeking appointment of S R Khandelwal & Associates, Firm of Practicing Company Secretaries as Secretarial Auditors of the Company forms part of the Notice of 59th Annual General Meeting and the same is recommended for Members approval.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board recommended to appoint S R Khandelwal & Associates, Firm of Practicing Company Secretaries, to conduct Secretarial Audit for the a consecutive term of five years commencing from Financial Years 2025 -2026 to 2029-2030.

25. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed as Annexure D to the Report.

26. COST AUDIT/MAINTENANCE OF COST RECORDS

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

27. INTERNAL FINANCIAL CONTROLS AUDIT

The Board has laid down Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134 (5)(e) of the Companies Act, 2013. The Board believes that the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud, environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

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

28. RISK MANAGEMENT

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

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Being a good corporate citizen, your Company is committed to contribute towards society, discharging its corporate social responsibilities. In terms of section 135 and Schedule-VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The composition of the CSR Committee and the meeting held in the financial year 2024-2025 are enclosed as part of this report as an Annexure B.

CSR Committee of the Board has developed a CSR Policy. The Annual Report on Corporate Social Responsibility (CSR) Activities for F.Y. 2024-2025 is enclosed as a part of this report as an Annexure B. Additionally, the CSR Policy has been uploaded on the website of the Company at www.tapariatools.com.

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

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

31. VIGIL MECHANISM

Your Company believes that Employees are the backbone of the Company. In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tapariatools.com.

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

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

33. ANNUAL RETURN

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

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

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

Now, the Commissioner of Income tax has allowed the Appeal and cancelled the Demand of Rs. 5450.68 lakh.

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

The Company complied with the applicable rules and regulations and there was no violation. Hence, the Company filed an Application for waiver of fine by paying processing fee of Rs. 11,800/- including GST and filed revised Corporate Governance Report for the quarter ended 30th September 2023 with explanation. Thereafter, the case stands closed on 9th August 2024 and the waiver of penalty request was accepted by the BSE.

35. OTHER DISCLOSURES

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

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

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

36. ACKNOWLEDGEMENT

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

	For and on behalf of the Board of Directors
	Shri Narayan Tulsiram Atal	Shri D.P. Taparia
	Chairman of the Board	Managing Director
	(DIN:00237626)	(DIN:00126892)
Mumbai, 22nd May 2025