Thaai Casting Ltd Directors Report

Dear Members,

The Board of Directors take pleasure in presenting the 02nd (Second) Boards Report together with the Audited Financial Statements (standalone and consolidated) financial year ended March 31, 2025.

1. FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Companys financial performance for the year ended March 31, 2025 is summarized as below:

(Amount in In Lakhs)

	STANDALONE		CONSOLIDATED
Particulars
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	10,651.27	7,096.14	12,220.50	7,096.14
Other Income	207.75	1.40	89.33	1.40
Total Revenue	10,859.02	7,097.54	12,309.83	7,097.54
Employee Benefit Expenses	821.39	505.09	1,103.21	505.09
Cost of Consumption	5983.65	3768.54	6208.63	3768.54
Finance Costs	537.39	282.52	616.27	282.52
Depreciation And Amortization Expenses	655.27	240.14	745.72	240.14
Other Expenses	1334.25	851.44	1,939.90	851.44
Total Expenses	9331.96	5647.74	10,613.74	5647.74
Profit/ (Loss) before Tax	1527.06	1499.80	1,696.09	1499.80
Current Tax	285.88	321.64	412.78	321.64
Deferred Tax	67.82	62.15	73.20	62.15
Tax Adjustment for earlier years	-	-	-	-
Profit/ Loss After Tax	1173.37	1,066.01	1,210.11	1,066.01

2. COMPANY PERFORMANCE OVERVIEW

During the financial year 2024-25, revenue from operations on a standalone basis 10,651.27 Lakhs as against 7,096.14 Lakhs in the previous year

2023-24 registering a growth of 50.10 %. The total expenditure of the company was 9,331.96 Lakhs (on Standalone basis) as against 5647.73 Lakhs in the previous year 2023-24 an increase of 65.23%. Profit before exceptional items and tax for the current year is 1, 527.06 as against 1,449.80 in the previous year 2023-24 a growth of 5.33%. Profit after tax for the current year is 1,173.37 Lakhs as against 1,066.01 Lakhs in the previous year 2023-

24 a growth of 10.07%. The Net Profit/ for the year under review amounted to 1,173.37 Lakhs as compared to 1,066.01 Lakhs in the previous year a growth of 10.07%.

During the financial year 2024-25, revenue from operations on a consolidation basis 12,220.50

Lakhs as against 7,096.14 Lakhs in the previous year 2023-24 24 registering a growth of 72.21 %. The total expenditure of the company was 10, 613.74 Lakhs (on Consolidation basis) as against

5,647.74 Lakhs in the previous year 2023-24 an increase of 87.93%. Profit before exceptional items and tax for the current year is 1,696.09 Lakhs as against 1,449.80 in the previous year 2023-24 a growth of 16.99 %. Profit after tax for the current year is 1,210.11 Lakhs as against 1,066.01 Lakhs in the previous year 2023-24 a growth of 13.51 %.

The Net Profit/ for the year under review amounted

1,210.11 Lakhs as against 1,066.01 Lakhs in the previous year 2023-24 a growth of 13.51 %.

BUSINESS OUTLOOK

The Company is specialised in Pressure Die Casting, precision Machining of both Ferrous and Non-Ferrous materials, Induction heating & quenching. Currently, the company is engaged in manufacturing of various auto components including Engine Mounting Support Brackets, Transmission Mounts, Fork Shift and Housing, Armature – Steering Wheel, Electrical Connectors, YFG Base Frame (Right-hand drive side/Left-hand drive side), Housing, Top Cover.

Considering the increased expenditure in infrastructure development and overall growth in the economy, the company expects substantial increase in its order book which will reflect in both revenue and profits going forward.

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

3. DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2024-25.

In order to bring transparency pertains to declaration of dividend and protect the interests of shareholders, the company has adopted a Dividend Policy and the same has been displayed on the Companys website at link https://www.thaaicasting. com/

4. TRANSFER TO RESERVES

During the year under review, the Company has not proposed to transfer any amount to the reserves.

5. QUALITY ASSURANCE:

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level. We are having Quality Approval from the department of ISO and our products are per specification and standards set by the Department. The followings are the awards & certifications have conferred to the company from time to time, which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products;

Sl. No.	Particular	Year of Certification/ Awards
01.	ISO 9001: 2008	2011
02.	SQ Mark Award From Hyundai	2014
03.	Best QCD Award from Tokai Tubber Auto Parts - IATF 16949: 2016	2019
04.	MSIL-GREEN Certification from Maruti Suzuki	2021
05.	Best Quality Award from Hanon Systems	2022
06.	GE Approval from - RSB Key Partner Award	2023
07.	SMETA 4-Pillar Audit	2024

6. UNCLAIMED DIVIDEND:

During the period under review, there is no unpaid/ unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

8. CHANGE IN NATURE OF THE BUSINESS:

There was no change in the nature of business of the Company during the year under review.

9. SHARE CAPITAL

The capital structure of the company is as follows Authorised Share Capital: 2,50,00,000 Equity shares of 10/- Each Issued, Subscribed, Fully Paid up Capital :-2,31,29,600 equity shares of 10/- Each

There were no changes in the Authorised, issued, subscribed, and paid-up share capital of the Company during the year. Further it is hereby confirmed that, the Company has not:

i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend, voting or otherwise

iii) issued any sweat equity shares to its directors or employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from restructuring

vii) failed to implement any corporate action

The Companys securities were not suspended for trading during the year since its listing

10. LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of "Emerge Platform on National Stock Exchange". The annual Listing Fees for the Year 2025-26 has been paid to the exchange.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

12. BORROWINGS:

As on March 31, 2025, an amount of INR 7,591.93 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.

13. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively issued by the Institute of Company Secretaries of India (‘ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2024-25.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year coming under the purview of Section 186 of the Companies Act, 2013, except unsecured loan of INR 370.85 Lakhs to its wholly owned subsidiary i.e Thaai Induction And Nitriding Private Limited. . The details of the investment is provided under Note. 13 and of loan is provided under Note. 14 of the Notes to financial statements.

16. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties were in the ordinary course of the business and on the arms length basis and are reported in the Notes to Financial Statements. The related party transactions entered into by the company during the year under review have been approved by both Audit

Committee and the Board. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure II to this report.

17. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025 is available on the Companys website and can be accessed at https://www.thaaicasting.com/

18. DIRECTORS OR KEY MANAGERIAL PERSONNEL: A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31^st March 2025, the Board of Directors comprised of 7 Directors which includes

3 Independent Directors and 4 Executive Directors which includes Managing Director, Time Director(including a women director).

Brief profile of Directors is available at Companys website at https://www.thaaicasting. com The composition of the Board consists of a combination of Executive and Non-Executive Directors, which is not less than 1/3rd of the Board comprising of Independent Directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company held 10 (Ten) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz (1) 28^th May 2024, (2) 28^th June 2024, (3) 28^th August 2024, (4) 11^th October 2024, (5) 14^th November 2024, (6) 27^th November 2024, (7) 07^th December 2024, (8) 07^th January 2025, (9) 24^th January 2025, (10)14^th March 2025., The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Sriramulu Anandan	Chairman & Managing Director	10	10
2	Mr. Chinraj Venkatesan	Whole Time Director	10	10
3	Mrs. Anandan Shevaani	Whole Time Director & CFO	10	10
4	Mr. Sri Ramulu Rajasekar	Whole Time Director	10	10
	Ramakrishnan
5	Mr. Naren Kumar	Independent Director	10	10
	Mandepudi
6	Mr. Achaya Kumarasamy	Independent Director	10	10
7	Mr. Gautham	Independent Director	08	08

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board

Adequate notice is given to all directors for the meetings of the Board and Committees. Except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings.

Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

C. RETIREBYROTATION/CHANGESINDIRECTORS

AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Ms. Anandan Shevaani (DIN: 10061358) Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

					Effective Date/
Name			DIN/PAN	Particulars	Appointment/
					Resignation
Dharmala	Venkata	Ramana	06564770	Independent Director	01/06/2024
Murthy					Resignation
Rajesh Kumar Samal			CYUPS3516F	Company Secretary	03/10/2024
					Resignation
Satyabrata Baral			BFHPB6680Q	Company Secretary	Appointment
					14/11/2024
Gautham			AGYPG6543N	Independent Director	Appointment
					28/08/2024

The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.

19. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. P P N and Company, Chartered Accountants, (FRN: 013623S) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of this 01st Annual General meeting, (for the financial year 31.03.2024) to, till the conclusion of 06th Annual General Meeting (for the financial year 31.03.2029) of the Company

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. P P N and Company, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024- 25. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/ comment from the Board of Directors.

Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the companies act 2013, in the year under review.

B. COST RECORDS AND COST AUDIT /

COMPLIANCE:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your companys annual turnover is not exceeds the threshold limit as mentioned above; so the appointment of cost auditor is not applicable for the FY 2024-25 except keeping of cost records as applicable to the company.

In accordance with the provisions of Section 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s SVM

& Associates, Cost Accountants, Chennai, Firm Registration No: 000536, as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2025-2026.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. SKD & Associates, Company Secretaries, (Firm Regn. No. S2023TN958600) were appointed as Secretarial Auditors of the Company for the financial year ended on March 31, 2025. The secretarial audit report does not contain any qualification or reservation or observation or adverse remark and the same is self-explanatory and is annexed as Annexure III forming part of this report.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. SKD & Associates, as the Secretarial Auditors of the Company to conduct the secretarial audit for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations and provisions of Section 204(1) of the Companies Act, 2013. M/s. SKD & Associates has given consent and confirmed that he is not disqualified from being appointed as the Secretarial Auditor of the Company and satisfies the eligibility criteria. The profile of the Secretarial Auditor is provided as part of the explanatory statement to the AGM Notice.

The Secretarial Audit report submitted by them for the financial year 2024-25 in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act received from M/s. SKD & Associates is provided in Annexure III forming part of this report. The Secretarial Auditors Report for the financial year 2024- 25 does not contain any qualification, reservation or adverse remarks and the same is self-explanatory.

D. INTERNAL AUDITOR:

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Appointed M/s. KEK & Associates, LLP, Chartered Accountant,, as Internal Auditor to conduct Internal Audit for the Financial Year 2025-2026. The Internal Audit reports are periodically reviewed by the Audit Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

20. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

21. COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Companyiscommittedtoprovideequalopportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2024-25 on sexual harassment

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

Number of complaints filed during the	0
financial year
Number of complaints disposed of during	0
the financial year
Number of cases pending for more than	0
ninety days during the financial year
Number of complaints pending as at the	0
end of the financial year

22. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The Company remains committed to ensuring a safe and supportive work environment for its women employees.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2024-25 in the prescribed format are annexed as Annexure- IV.

27. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9)

& 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134

(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE V to this Report.

29. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https:// www.thaaicasting.com

30. MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2024-25 was in accordance with the NRC Policy of the Company. Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the remuneration and other details as required are annexed to this Report as ANNEXURE- VI.

31. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

During the year under review, the Company acquired a 51% stake in Simtec CNC, a partnership firm. Consequently, as on 31st March 2025, the Company has one wholly owned subsidiary, Thaai Induction and Nitriding Private Limited (incorporated on 2nd November 2023), and one associate/joint venture company. There has been no material change in the nature of business of these entities during the year under review.

The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its wholly owned subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure I

Thaai Induction And Nitriding Private Limited is engaged in core capability lies in Gas Nitriding and Induction Hardening & Quenching, processes designed to improve the wear resistance, fatigue strength, and surface hardness of ferrous components without compromising their core toughness. For the year ended 31st March, 2025, the company has earned a total income of 210.24 Lakhs and has made Profit/ (Loss) after Tax of the 5.73 Lakhs. The financial and other details of the said Wholly owned Subsidiary for the Year ended 31-03-2025 is as under:

Particulars	31.03.2025 (in In Lacs.)	31.03.2025 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	209.94	1.72%
Other Income	0.30	0.33%
Total Revenue	210.24	1.71%
Total Expenditure	199.12	1.88%
Depreciation and amortizations	6.69	0.90%
Profit/(Loss) before Tax	11.11	0.66%
Current Tax	-	-
Deferred Tax	5.38	7.35%
Profit/(Loss) after Tax	5.73	0.47%

M/s Simtec CNC - Firm is engaged in the business of To carry on the business of i)Manufacturing of Automobile Components.ii) To carry on the business as Commission Agent,Broker, etc.ii) To cary on all other businesses which are otherwise legally allowed to be carried onFor the year ended 31st March, 2025, the Firm has earned a total income of 21,20,63,188./- as against 21,06,02.455/- in the previous year and has made Profit before Tax of the 3,39,88,305./- as against 2,05,15,652/-. in the previous year. A summary of the financial performance of the said firm is provided below:

(Amount in YTD.)

Particulars	Financial year 2024-25 (in In Lacs.)	Financial year 2023-24 (in In Lacs.)	Financial year 2024-25 % of Contribution to the Overall Performanceof consolidated entity
Revenue From operation(gross)	21,18,23,222	21,05,48,287	17.33%
Other Income	2,39,966	54,168	2.68%
Total Revenue	21,20,63,188	21,06,02,455	17.22%
Total Expenditure	17,80,74793	19,00,86,803	16.77%
Depreciation and amortizations	87,78,820	92,52,676	11.77%
Profit/(Loss) before Tax	3,39,88,395	2,05,15,652	20.03%
Current Tax	1,26,90,134	4,66,101	30.74%
Deferred Tax	-	-	-
Profit/(Loss) after Tax	2,12,98,261	2,00,49,551	17.60%

Last year comparison has not given as the company invested in the company during the year 2024-25

32. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

Pursuant to Section 197(14) of the Companies Act, 2013, none of the Managing / Whole-time Directors of the Company have received any remuneration or commission from the holding or subsidiary companies during the year under review, except for Mr. Sri Ramulu Rajasekar Ramakrishnan, who has drawn salary from Thaai Induction and Nitriding Private Limited (the wholly owned subsidiary) with effect from 1st October 2024, in lieu of Thaai Casting Limited.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31^st March, 2025.

34. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

35. COMMITTEES OF THE BOARD:

As on March 31, 2025, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee C) Stakeholders Relationship Committee D) Risk Management Committee E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

During the Financial Year 2024-25, the Company held 05 (Five) Audit Committee meetings on 28^th May, 2024, 28^th August 2024, 14^th November 2024,07^th December 2024, 10^th March, 2025

The composition of the Committee as on March 31, 2025 and the details of meetings attended by its members during the financial year 2024-25 are given below;

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN: 07657046)	Chairman	5	5
2	Mr. Gautham (DIN: 09683689)	Member	4	4
3	Mr. Achaya Kumarasamy (DIN: 00844400)	Member	5	5

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting. com

B. NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2024-25, the Company held 02 (Two) Nomination and Remuneration Committee meetings on 28^th August 2024 and 14^th November 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S		Designation in	NO. OF MEETING	NO. OF MEETING
	DIRECTOR
NO		the Committee	ENTITLED	ATTENDED
1	Mr. Naren Kumar Mandepudi	Chairman	2	2
	(DIN: 07657046)
2	Mr. Gautham	Member	2	2
	(DIN: 09683689)
3	Mr. Achaya Kumarasamy	Member	2	2
	(DIN: 00844400)

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting. com/

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Financial Year 2024-25, the Company held 01 (One) Stakeholders Relationship Committee meetings on 24^th 01, 2025

The composition of the Committee and the details of meetings attended by its members are given below:

S		Designation in	NO. OF MEETING	NO. OF MEETING
	DIRECTOR
NO		the Committee	ENTITLED	ATTENDED
1	Mr. Naren Kumar Mandepudi	Chairman	1	1
	(DIN: 07657046)
2	Mr. Gautham	Member	1	1
	(DIN: 09683689)
3	Mr. Achaya Kumarasamy	Member	1	1
	(DIN: 00844400)

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting. com/

D. RISK MANAGEMENT COMMITTEE

During the Financial Year 2024-25, the Company held 01 (One) Risk Management Committee meetings, viz 28^th August, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:

S		Designation in	NO. OF MEETING	NO. OF MEETING
	DIRECTOR
NO		the Committee	ENTITLED	ATTENDED
1	Mr. Naren Kumar Mandepudi	Chairman	1	1
	(DIN: 07657046)
2	Mr. Gautham	Member	1	1
	(DIN: 09683689)
3	Mr. Achaya Kumarasamy	Member	1	1
	(DIN: 00844400)

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.thaaicasting.com/

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on 28^th August, 2024 in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2024-25, the Company held 01 (One) Corporate Social Responsibility Committee meeting on viz 28^th August, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:

S		Designation in	NO. OF MEETING	NO. OF MEETING
	DIRECTOR
NO		the Committee	ENTITLED	ATTENDED
1	Mr. Naren Kumar Mandepudi	Chairman	1	1
	(DIN: 07657046)
2	Mr. Gautham	Member	1	1
	(DIN: 09683689)
3	Mr. Achaya Kumarasamy	Member	1	1
	(DIN: 00844400)

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.thaaicasting.com/

36. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www. thaaicasting.com

38. TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.thaaicasting. com

39. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 14^th March, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of 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

All the Independent Directors were present at the meeting.

40. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements

41. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.thaaicasting.com.

42. CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

1. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of "legitimate purposes" forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information

43. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.thaaicasting.com All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

44. POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.thaaicasting.com.

45. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079 No 9, Shiv Shakti Industrial Estate Mumbai - 400011, Maharashtra, India

46. LISTING

The equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- "TCL" with effect from 23^rd February, 2025.

47. DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0QJL01014.

49. POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

50. PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

51. SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

52. ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023, on "Online Resolution of Disputes in the Indian Securities Market" a common Online Dispute Resolution Portal ("ODR Portal") which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established.

53. RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

54. CREDIT RATING

In the absence of issue of any debt securities, the Company has not obtained any credit rating with respect to any debt securities. Further, CRISIL Ratings Limited has assigned a long-term rating of CRISIL BBB-/ (Positive) for the credit facilities availed by the Company from Banks.

55. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

56. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS

BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

57. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

58. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 02^nd Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at https:// www.thaaicasting.com

59. INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@ thaaicasting.com

60. BUSINESS LOCATIONS:

As on March 31, 2025, the company has its place of business (Factory Unit) in the following location;

Pillaipakkam,	No.A-20 SIPCOT Industrial
Thiruvallur, Tamil	Park, 7th Cross Street,
Nadu – 602105	PiPillaipakkam, Thiruvallur,
	Tamil Nadu – 602105
Pillaipakkam,	Plant – II: S28, Vengadu
Thiruvallur, Tamil	Village, Adithya Pavers,
Nadu – 602105	SIPCOT Industrial Park
	Pillaipakkam, Kancheepuram,
	Tamil Nadu, 602105

61. ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Annexure – I

to Boards Report

AOC-1

Statement containing salient features of the financial statement of subsidiaries/ Associate companies/ joint ventures Part "A": Subsidiaries

Name of the subsidiary	Thaai Induction And Nitriding Pvt
	Ltd
Cin	U24105TN2023PTC164925
Date Since when subsidiary was acquired	02/11/2023
Provisions Pursuant to which the company has become subsidiary	2(87)(ii)
1. Reporting period for the subsidiary concerned, if different from the	NA
holding companys reporting period
2. Reporting currency and Exchange rate as on the last date of the relevant	NA
Financial year in the case of foreign subsidiaries.
3. Share capital	15.00 Lakhs
4. Reserves & surplus	5.73 Lakhs
5. Total assets	1082.93 Lakhs
6. Total Liabilities	1082.93 Lakhs
7. Investments	-
8. Turnover	209.94 Lakhs
9. Profit before taxation	11.11 Lakhs
10. Provision for taxation	5.38 Lakhs
11. Profit after taxation	5.73 Lakhs
12. Proposed Dividend	0
13. % of shareholding	100(Along With its Nominee)

The following information shall be furnished:-

1. Names of subsidiaries which are yet to commence operations – NIL

2. Names of subsidiaries which have been liquidated or sold during the year- NIL

Annexure – I

to Boards Report

Part "B": Associates and Joint Ventures –

<td ALIGN=LEFT>Networth attributable to Shareholding as per latest audited Balance

Name of Associates/Joint Ventures	M/s. SIMTECH CNC - Firm bearing Registration
	No. FR/Chennai South/580/2024.
Latest audited Balance Sheet Date	31/03/2025
Date on which the Associates/Joint Venture was associated or	01/04/2024
acquired
Shares of Associate/Joint Ventures held by the Company on the year	51%
end
A-Number	NA
B-Amount of Investment in Associates/Joint Venture	435.66 Lakhs/- (Rupees Four Hundred Thirty
	Five .(point) Sixty Six Lakhs Only)(Including
	Share of Profit)
C-Extend of Holding %	51%
Description of how there is significant influence	Voting power & Profit Sharing
Reason why the associate/joint venture is not consolidated	NA
435.66 Lakhs/-
Sheet	(Pertains to Holding Companys Share)
Profit / Loss for the year
i. Considered in Consolidation	Profit for Holding Compny-1,08,62,113
ii. Not Considered in Consolidation	Profit for Minority Interst-1,04,36,147
	Nil

The following information shall be furnished:-

1. Names of associates or joint ventures which are yet to commence operations: Nil

2. Names of associates or joint ventures which have been liquidated or sold during the year Nil

Annexure- II

to Boards Report

FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis

Sl.
		Details
No.	Particulars
A	Name(s) of the related party and nature of relationship	NOT APPLICABLE
B	Nature of contracts/arrangements/transactions
C	Duration of the contracts/arrangements/transactions
D	Salient terms of the contracts or arrangements or transactions
	including the value, if any
E	Justification for entering into such contracts or arrangements or
	transactions
F	Date of approval by the Board
G	Amount paid as advances, if any
H	Date on which the special resolution was passed in General meeting as
	required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arms length basis

(Amount in Lakhs)

Nature of

Duration of

Salient terms of

Name(s)

of

the

Total value, if

Date(s) of

Amount paid

contracts /

the contracts/

the contracts or

related

party

and

any during the

approval by the

as advances,

Arrangements

arrangements/

arrangements or

nature of relationship

year (INR)Lakhs

Board, if any

if any:

/ Transaction

transactions

transactions

Zuddha Enterprises

Purchase of

2024-2025

Terms

of the

451.61/-

Not

Applicable,

NIL

Mr. Sriramulu Rajasekar

Goods

contract

confirm

since

the

Ramakrishnan who

is

to the

prevailing

arrangement

the whole-time director

Sales of Goods

2024-2025

market rates and all

326,24/-

was entered into

NIL

in

the

company,

is

the care

has been

in

the

ordinary

the proprietor of this

taken to ensure

course

of

entity.

reasonability of

business

and on

prices

compare

arms length

to the

prevailing

rates in the market,

better

quality

products and timely

supply.

Annexure- II

to Boards Report

	Nature of	Duration of	Salient terms of
Name(s) of the							Total value, if		Date(s) of		Amount paid
	contracts /	the contracts/	the contracts or
related party and							any during the	approval by the			as advances,
	Arrangements	arrangements/	arrangements or
nature of relationship							year (INR)Lakhs	Board, if any			if any:
	/ Transaction	transactions	transactions
Samundeeswari	Purchase of Goods		Terms		of	the	177.98/-	Not	Applicable,		NIL
Industries	2024-2025		contract		confirm			since		the
Mrs. Samundeswari,			to	the	prevailing			arrangement			NIL
wife of Mr. Sriramulu			market rates and all					was entered into
Anandan, MD &			the	care	has	been		in	the	ordinary
Charman of the			taken	to ensure				course		of
company, is the			reasonability			of		business		and on
proprietor of this entity			prices		compare			arms length
			to	the	prevailing
Shri Auto Components	Purchase of	2024-2025	rates in the market,				8.81/-				NIL
Mr.Santosh, Brother	Goods		better		quality
of Mr. C. Venkatesan,			products and timely
who is the Whole-			supply.
time director of the
company, is having
Significant Control in
the partnership firm
3C Casting	Purchase of	2024-2025					570.36/-				NIL
Brother of Mr. C.	Goods
Venkatesan, who is the							499.28/-				NIL
Whole-time director of	Sales of Goods	2024-2025
the company, is having
Significant Control in
the partnership firm.
Simtech CNC	Purchase of	2024-2025					58.09/-				NIL
Partnership Firm	Goods
where company has 51
Percentage stake and	Purchase of	2024-2025					386.90/-				NIL
Promoter,Promoter	Fixed Asset
Gorups are partner to	Sales of Goods	2024-2025					311.15/-				NIL
the Firm
											NIL

Annexure- III

to Boards Report

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

THAAI CASTING LIMITED CIN: L24105TN2023PLC161105

Registered Office: No.A-20 SIPCOT Industrial Park 7th Cross Street, Pillaipakkam, Tiruvallur Tamil Nadu, India, 602105

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by THAAI CASTING LIMITED having CIN L24105TN2023PLC161105 (hereinafter called the company) for the financial year ended March 31, 2025 ("Audit Period"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and representations made by the Management, I hereby report that in my opinion, the company has, during the audit period, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

Annexure- III

to Boards Report

c. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

d. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

e. The Securities and Exchange Board of India (Depositories and Participants Regulations, 2018)

f. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 – No events / actions occurred during the Audit Period coming under the purview of this regulation.

g. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 – No events / actions occurred during the Audit Period coming under the purview of this regulation;

h. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

i. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; – No events / actions occurred during the Audit Period coming under the purview of this regulation; and j. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; – No events / actions occurred during the Audit Period coming under the purview of this regulation;

(vi) Other specifically applicable laws to the Company:

As informed by the management, there are no other laws applicable specifically to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

(ii) The Listing Agreement entered into by the Company with National Stock Exchange of India Ltd (NSE) in respect of listing of equity shares of the company on NSE EMERGE Platform.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the fact that certain forms/returns required to be filed under the Act have been filed belatedly with payment of applicable additional fee. However, the Company is yet to file the e Form MGT 14 for the investment made in M/s Simtech CNC, a Partnership Firm and e-form CHG-4 in respect of satisfaction of charges pertaining to the Charge created in favour of Yes Bank Limited with the RoC wherein the due dates for filing the respective forms have been passed.

Annexure- III

to Boards Report

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including a Woman Director. The Key Managerial Persons (KMPs) required by the Companies Act, 2013 under the provisions of section 203 has been appointed. The changes in the composition of the Board of Directors and KMPs that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors for the meetings of the Board and Committees except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

Decisions at the meetings of the Board of Directors/ Committees of the Company were carried unanimously. I was informed that there were no dissenting views of the members on any of the members on any of the matters during the year that were required to be captured and recorded as part of the minutes.

I further report that the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by the statutory auditors, tax auditors and other designated professionals

I further report that as per the explanations given to me, by the company, its officers and authorised representatives during the conduct of the audit and compliance certificate (s) placed before the board meeting, the representation made by the Management and relied upon by me, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines

I further report that during the audit period, there were following specific events / actions having a major bearing on Companys affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc.:

1. Appointment of M/s P P N and Company, Chartered Accountants. (FRN 013623S) at the 1^st Annual General Meeting of the Company held on 30^th September 2024 as Statutory Auditor for a term of Five (05) Years to hold office from the conclusion of the 1^st Annual General meeting till the conclusion of 6^th Annual General Meeting to be held in the year 2029.

2. Resignation of Mr. DVR Murthy (DIN 06564770), as an Independent Director with effect from 1st June 2024.

3. Appointment of Mr. Gautham (DIN: 02442155) as an Independent Director of the Company for a term of 5 years with effect from 28^th August, 2024 to 27th August, 2029 (both dates inclusive.

4. Resignation of Mr. Rajesh Kumar Samal (Membership No. A62501) as the Company Secretary and Compliance Officer of the Company, w.e.f 03/10/2024

5. Appointment of Mr. Satyabrata Baral (Membership No. A60484) as the Company Secretary and Compliance Officer of the Company, w.e.f 16/11/2024 consequent to the resignation of Mr. Rajesh Kumar Samal.

Annexure- III

to Boards Report

6. Granting of Corporate guarantee of up to 12.50 Crore (Rupees Twelve crore Fifty lakhs Only) in favour of The

Federal Bank Limited to secure the Loan facility of up to 12.50 Crore (Rupees Twelve crore Fifty lakhs Only) to be availed by M/s. Thaai Induction and Nitriding Private Limited, a Wholly Owned subsidiary of Thaai Casting Limited.

7. Investment made in M/s Simtech CNC, a Partnership Firm where the Company holds 51% of share of profits.

Annexure- III

to Boards Report

Annexure – A

To,

The Members,

THAAI CASTING LIMITED

CIN: L24105TN2023PLC161105

Registered Office: No.A-20 SIPCOT Industrial Park, 7th Cross Street, Pillaipakkam, Tiruvallur Tamil Nadu, India, 602105

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Annexure- IV to Boards Report

Annual Report on Corporate Social Responsibility (CSR) activities for the financial Year 2024-25

1. Brief outline on CSR Policy of the Company: The Companys focus areas are education, health, Support for indigenous intergenerational sports, water and sanitation, women empowerment, support of rehabilitation centers and disaster management. The Companys has incorporated CSR Policy making it more comprehensive and in alignment with the broad framework of Schedule VII of the Companies Act, 2013. The Company is committed to Corporate Social Responsibility and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates.

2. Composition of CSR Committee—

S no. Name of Director	Designation in the Committee	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Naren Kumar Mandepudi	Chairman	01	01
2 Ms. Achaya Kumarasamy	Member	01	01
3 Mr. Gautham	Member	01	01

3. Provide the web-link(s) where the Composition of the CSR Committee, CSR Policy, and CSR Projects approved by the Board are disclosed on the companys website - https://www.thaaicasting.com/

4. Provide an executive summary along with the web-link(s) of the Impact Assessment of CSR Projects undertaken pursuant to sub-rule (3) of rule 8, if applicable – Not Applicable

5. (a) Average net profit of the company as per sub-section (5) of section 135: 14,49,79,910 /-

(b) Two percent of the average net profit of the company as per sub-section (5) of section 135: 28,99,598 /-(c) Surplus arising out of CSR Projects, programmes, or activities from 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 = (b) + (c) - (d): 28,99,598 /-

6. (a) Amount spent on CSR Projects (including both Ongoing Projects and other Projects): 29,00,000/-

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
S. no Name of the Project	Item from the list of activities in	Local area (Yes/	Location of the project.		Amount spent for the	Mode of implementation	Mode of implementation - Through implementing agency
	schedule VII to the Act	No)	State	District	project (in )	- Direct (Yes/No)	Name	CSR reg number
1. Promoting Education students	II	Yes	Tamil Nadu	Chennai	10,00,000	No	ANANDAM Charitable Trust	CSR00000963
2. Promoting Education	II	Yes	Tamil Nadu	Keelkattalai	19,00,000	Yes	-	-
				TOTAL	29,00,000

Annexure- IV

to Boards Report

(b) Amount spent on Administrative Overheads.: NIL (c) Amount spent on Impact Assessment, if applicable. NIL

(d) Total amount spent for the Financial Year = (a) + (b) + (c): 29,00,000/-(e) CSR amount spent or Unspent for the Financial Year:

		Amount Unspent (In )
Total Amount Spent for the Financial Year	Total Amount transferred to Unspent CSR Account as per Sub Section (6) of Section 135		Amount transferred to any fund specified under Schedule VII as per Second Proviso to Sub – Section (5) of Section 135
(In )	Amount	Date of Transfer	Name of the Fund	Amount	Date of Transfer
29,00,000/-	-	-	-	-	-

(F) Excess amount for set-off, If any

Sl No Particular	Amount (In )
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135	28,99,598
(ii) Total amount spent for the Financial Year	29,00,000
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	402
(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 Years [(iii)-(iv)]	402

1. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

1	2	3	4	5	6		7	8
Sl. No.	Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub- section (6) of section	Balance Amount in Unspent CSR Account under sub- section (6) of section	Amount Spent in the Financial Year (in )	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in )	Deficiency, If any
		135 (in )	135 (in )		Amount	Date of
					(in )	Transfer
1	2023-2024	Nil	Nil	Nil	Nil		Nil	Nil
2	2022-2023	Nil	Nil	Nil	Nil		Nil	Nil
3	2021-2022	Nil	Nil	Nil	Nil		Nil	Nil

Annexure- IV

to Boards Report

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 Asset 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:

Sl. No. (1)	Short particulars of the property or asset(s) [including complete address and location of the property] (2)	Pincode of the property or asset(s) (3)	Date of creation (4)	Amount of CSR amount spent (5)	Details of entity/ Authority/ beneficiary of the registered owner (6)
					CSR Registration Number, if Name applicable Name Registered address	Registered Address
				NIL

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/ Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135: Not Applicable

Annexure- V

to Boards Report

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: A. CONSERVATION OF ENERGY

(i)	The	steps	taken	or	impact	on	Includes
	conservation of energy;
							i) Phasing out and replacement of conventional machinery with
							more efficient alternatives.
							ii) Conducting awareness and sensitization programmes for
							employees on responsible energy usage.
							iii) Regulated and optimized use of plant, machinery and allied
							equipment.
							iv) Installation and usage of energy-efficient equipment across
							facilities and
							v) Continuous monitoring to minimize	wastage	and optimize
							energy consumption in manufacturing processes.
(ii)	The	steps taken by		the company		for	The Company is actively exploring viable options for adoption of
	utilizing alternate sources of energy;						alternate and renewable sources of energy to reduce dependency
							on conventional power
(iii)	The	capital	investment		on energy		During the year, the Company has not incurred any capital
	conservation equipment;						expenditure towards installation of	energy	conservation
							equipment.

B. TECHNOLOGY, ABSORPTION, ADOPTION & INNOVATION - Nil

(i)	the efforts made towards technology	Efforts focus on adoption of latest technologies and innovation
	absorption;	to	improve	productivity	and	quality	of	services/products.
(ii)	the benefits derived like product	Improvement in product quality.
	improvement, cost reduction, product
	development or import substitution;
(iii)	in case of imported technology	No technology has been imported
	(imported during the last three years
	reckoned from the beginning of the
	financial year)-
	(a) the details of technology imported;
	(b) the year of import;
	(c) whether the technology been fully
	absorbed;
	(d) if not fully absorbed, areas where
	absorption has not taken place,
	and the reasons thereof; and
(iv)	the expenditure incurred on Research	Nil
	and Development.

Annexure- V

to Boards Report

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Amount in ()
The Foreign Exchange earned in terms of actual inflows during the year	-
The Foreign Exchange loss during the year in terms of actual outflows:	11,27,135.05/-

Annexure- VI

to Boards Report

PARTICULARS OF EMPLOYEES

[Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1), Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2025 (A) 1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-25 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary during the Financial Year Amount in Lakhs

				Ratio of
					% increase
Sr.	Name of Directors / Key			remuneration
		Designation	Remuneration		in the
No	Managerial Personnel			to Median
					remuneration
				remuneration
	DIRECTORS
1	MR.ANANDAN S	Managing	60,00,000	19.23	0
		Director
2	MR.C.CENKATESAN	Whole time	36,00,000	11.53	0
		Director
3	MRS.SHEVAANI S	Whole time	24,00,000	7.69	0
		Director& CFO
4	MR.RAMAKRISHNAN	Whole time	24,00,000	7.69	0
		Director
	KEY MANAGERIAL
	PERSONNEL
4	Rajesh Kumar Samal	Company	5,56,800	3.52	0
		Secretary	APRIL TO SEP
			24)
5	Satyabrata Baral	Company	3,94,000	3.06	0
		Secretary	NOVEMBER TO
			MAR 25)

Note 1: Non-Executive Directors are paid remuneration only by way of sitting fees. The remuneration package of the above Directors was approved by the Board of Directors and which were also approved by the Members of the Company at the General Meeting. For the Computation of median remuneration of the employees of the Company Gross Salary paid to each employee who has in the employment of the company for the whole financial year is taken into consideration.

Note 2: The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings. During FY 2024-25, the Company did not advance any loan to any of its Directors. Further, no loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company and its subsidiaries.

Annexure- VI

to Boards Report

Note 3: Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

Note 4: % increase in the remuneration is not applicable for Mr. Anandan C, Managing Director, Mr. C Venkatesan, Whole Time Director, Mrs S Sheevani, Whole Time Director & CFO, Mr. Ramakrishnan, Whole Time Director and Mr. Rajesh Kumar Samal/Mr. Satyabrata Baral, CS as their employment in the present position was only for a part of the previous financial year.

2. The percentage increase in the median remuneration of employees in the Financial Year: The median remuneration of employees in the Financial Year 2024-25 was not increased.

3. The number of permanent employees on the rolls of Company: The number of permanent employees on the rolls of Company as on March 31, 2025 was - 121

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There has not been changed in the salaries of the employees other than the managerial personnel as compared to last year. During the year there was no increase in the managerial remuneration.

5. The key parameters for any variable component of remuneration availed by the directors; - Not Applicable

Explanation.- For the purposes of this rule.- (i) the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one;

(ii) if there is an even number of observations, the median shall be the average of the two middle values.

6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

Annexure- VI

to Boards Report

B) Names of the top ten employees in terms of remuneration drawn

			nature of		date of			percent-
			employ-	qualifications	commence-		last em-	age of	Relation with
Name	Designation	Remunera-	ment, (con-	and experi-	ment of	Age	ployment	equity	any director
		tion (Gross)
			tractual or	ence	employ-		held	shares	or manager
			otherwise)		ment			held
ANANDAN S	Managing	60,00,000	Fixed Term	Post Graduate	12/06/2023	52	NA	54.87%	Father of MS
	Director			program at					Shevaani S
				Wasxeda					(Whole Time
				University					Director &
									Cfo)
C.VENKATESAN	Whole time	36,00,000	Fixed Term	Graduation	12/06/2023	40	NA	5.84%
	Director			in Diploma in
				Mechanical
				Engineering
SHEVAANI S	Whole time	24,00,000	Fixed Term	Doctorate in	12/06/2023	28	NA	0.42%	Daughter of
	Director&			Pharmacy					Mr. Anandan
	CFO								(MD)
RAMAKRISHNAN	Whole time	24,00,000	Fixed Term	MSc	12/06/2023	28	NA	0.42%	NA
	Director			International
				Business
				and Strategic
				Management.
Praveen Raj	Operation	16,80,000	Full Time	B Tech	01/03/2017	04/08/1984	NA	0	NA
	Head
Rajasekhar	Purchase &	12,00,000	Full Time	DME	01/09/2023	28/10/1973	NA	0	NA
	maintenance
	GM
Ayyar	Head	12,00,000	Full Time	B Tech	01/02/2025	03/03/1987	NA	0	NA
Ramesh Haribabu	Business	9,81,600	Full Time	DEEE	03/05/2024	13/06/1981	NA	0	NA
	Head
Manoharan P	GM HR &	9,60,000	Full Time	MBA	09/10/2023	19/05/1972	NA	0	NA
	ADMIN
Murali M	Manager	8,61,600	Full Time	DME	16/08/2023	23/05/1967	NA	0	NA
	Design

C) Employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees:

There was no employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month

D) Employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month:

There was no employees employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month

Annexure- VI

to Boards Report

E) Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company:

There was no employee employed throughout the financial year or part thereof, who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

F) Employees posted and working in a country outside India, not being directors or their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month:

There are no employees who are posted outside India.