TIL Ltd Management Discussions

Annexure V

TIL Limited: Company Overview

Established in 1944, TIL Limited (TIL) is one of Indias leading material handling and infrastructure equipment manufacturers recognized for its tough and high-quality products, innovative design and skilled craftsmanship. With its headquarters nestled in the city of Kolkata, TIL maintains a strategic footprint across India with regional offices located in the nations key urban centres. Since its inception as Tractors India, the Company has been an integral partner in Indias infrastructure development, boasting a rich history and market expertise. In eight decades of its proud legacy, TIL has left an indelible imprint on various signature infrastructure projects of the nation. In 1955, the Company went public, solidifying its presence in the industry. The year 1985 marked a significant transition for the Company as it rebranded from Tractors India Limited to TIL Limited. From the beginning, TIL was appointed as the representative for Caterpillar Inc., USA. In 2000, TIL further extended its reach by establishing a subsidiary in Nepal, Tractors Nepal Private Limited.

The Companys rich expertise is supported by a pair of cutting-edge manufacturing facilities in Kamarhatty, Kolkata, and Changual, Kharagpur, complemented by a sophisticated warehousing complex in Dankuni, West Bengal. The Companys diverse product range is a testament to its versatility, offering a comprehensive array of material handling and lifting solutions as well as a variety of port equipment. This lineup includes Rough Terrain Cranes, Truck Cranes, Industrial Cranes, Pick and Carry Cranes, Crawler Cranes, ReachStackers, Forklift Trucks, Container Handlers, and more, designed to meet the varied needs of its clientele. TIL adheres to a customer-centric approach, manufacturing and delivering a range of high-performance, durable, reliable and adaptable equipment. This commitment is further enhanced by a technology-driven array of bespoke aftermarket solutions that the customers may choose from. To effectively deliver the committed customer support services, TIL has readily available parts, exceptional customer service engineers and technicians across major customer clusters, ensuring an integrated after-sales service experience.

TIL holds the distinction of being Indias first crane Company, setting industry benchmarks with a series of pioneering achievements that carry deep footprints of TILs constant quest for innovation. The Company has achieved several industry firsts, including manufacturing Indias first 100-tonne truck-mounted mobile crane, rolling out the countrys first indigenously manufactured mobile crane, and producing the first rough terrain crane. TIL was also a pioneer in initiating the first Maintenance and Repair Contract (MARC) in India with Tata Steel (South-Eastern Block) as part of its Caterpillar business.

TILs pursuit of excellence and its ambition to compete on a global stage have been marked by strategic alliances with leading industry players such as Grove Worldwide, Manitowoc Crane Group, Hyster? (a division of Hyster-Yale Group, Inc.), National Cranes, and Astec Inc, among others. These partnerships have empowered TIL to introduce a spectrum of road building solutions, crushing and screening equipment, and other infra-equipment manufacturing capabilities that meet varying demand of customers across sectors. Through various strategic mergers, TIL has elevated its manufacturing capabilities to a global scale, continuing to lead the way in Indias infrastructure equipment sector.

Equipped for Innovation: TILs

Manufacturing Capabilities and the Road Ahead

TIL boasts two state-of-the-art manufacturing plants in Eastern India, located at Kamarhatty in Kolkata and Changual in Kharagpur, West Bengal. The Kamarhatty facility, operational since 1962, stands as a unique, first-ever purpose-built mobile crane manufacturing hub in India. It is equipped with a modern machine shop, fabrication and assembly shop, and a test bed. Strategically situated near airports and ports, the Kamarhatty plant has a history of pioneering achievements in India, including the manufacture of the first rough terrain crane, the first 100-tonne crane, the first self-propelled diesel-electric crane, the first truck crane, and the first hydraulic crane.

The Kharagpur facility is an ERP-enabled advanced factory that produces loaded container handling ReachStackers under license from the Hyster Yale Group. The factorys design adheres to Demand Flow and Lean Principles, ensuring an efficient and safe working environment. With a built-up area of 58,000 Sq. Mt. and a shop floor area of 21,600 Sq. Mt., the facility is conveniently equidistant from Kolkata, Jamshedpur, and the maritime ports of Kolkata and Haldia.

Both manufacturing sites are certified under ISO 9001:2015 and DIN EN ISO 3834-2 international quality management system standards, reflecting TILs sustained commitment to quality and excellence. The production facilities continue to diligently operate to fulfil orders, with a range of products being dispatched for defence and retail sectors. Additionally, several engineered products and platforms are in the pipeline and awaiting production.

Recent Business developments

TIL 2.0: A New Chapter in Growth

In a strategic move that marks a significant milestone in the material handling and infrastructure equipment manufacturing industry, TIL witnessed a major strategic investment by Gainwell Group in January 2024. The strategic acquisition of TIL by the Gainwell Group heralds a new era for TIL which involved a complete management overhaul in accordance with the Reserve Bank of Indias 7^th June, 2019 circular rolling out "Prudential Framework for Resolution of Stressed Assets". Gainwell Groups promoter, Mr. Sunil Kumar Chaturvedi, stepped in as the Chairman and Managing Director of TIL. A new Board with three Independent Directors of great professional repute and standing replaced the previous incumbents. The strategic investment was facilitated through Gainwell Groups entity, Indocrest Defence Solutions Private Limited (IDSPL), which bought a majority stake in TIL. As part of the acquisition, IDSPL has invested A 120 crore into TIL, including A 70 crore for an initial preferential issue of shares made by the Company followed by ~A 50 crore for subscribing to the rights shares issued to meet its growing need for resources. Gainwell Group has assured of a continuing commitment of wide-ranging support to ensure TILs breakout growth in domestic as well as in expanded global markets across various continents.

Synergistic Expansion: Gainwells Strategic Move with TIL Limited

Gainwell Groups acquisition of TIL Limited marks a strategic enhancement of its leadership in material handling and infrastructure equipment sector. TILs rich legacy of engineering expertise and strong market presence is set to synergize with Gainwells innovative, technology-driven approach, expanding their product offerings and fortifying market reach. This move aligns with national initiatives like "Make in India" and "Atmanirbhar Bharat," aiming to not only diminish Indias reliance on imported capital goods but also to strengthen domestic manufacturing capabilities for scaling up Indias engineering export potential. It is anticipated to offer increased value to customers, ensure sustained growth, and improve returns to TIL shareholders.

Both Gainwell and TIL share a commitment to customer-centricity, excellence, and delivering technologically advanced and sustainable solutions. The acquisition is expected to enhance companys footprint in the defence sector. Gainwells operations create a robust demand for services such as fabrication, engineering, component design, manufacturing, and component repurposing, all of which TIL is well-positioned to capitalize on. With a legacy of partnership and common values, the coming together of the two entities will tap into the combined skills and knowledge of their workforce and make use of TILs facilities to accelerate Gainwells as well as TILs manufacturing initiatives, propelling the groups vision to make India a hub for high- technology, reliable and cost-effective engineering and manufacturing solutions, thus boosting Indias accelerated economic progress.

An 8-decade Legacy: Engineering Indias Infrastructure Excellence

The Gainwell Group and TIL Limited share a rich legacy of around eight decades that has been instrumental in shaping Indias infrastructure. This shared heritage is marked by significant contributions across various sectors, including mining, construction, energy, defence, railways, and heavy equipment. Over the years, the group has been a part of many landmark projects that have become cornerstones of Indias infrastructure, such as the Bhakra Nangal Dam, the Atal Tunnel, and the new Parliament House. The strategic association between TIL Limited and the Gainwell Group is set to enhance the robust order book and propel its growth trajectory, positioning both Gainwell and TIL as champions in the capital goods sector.

The long-standing collaboration with Caterpillar, which has extended for around eight decades, endows a distinct competitive advantage that is focused on customer needs and firmly anchored in technological advancement. Gainwell Engineering, the principal manufacturing arm of the group, also embodies the ‘Make in India initiative, showcasing Indias manufacturing capabilities on a global stage. Gainwell Engineering manufactures highly engineered capital goods in sectors like soft rock mining, railways and defence, etc and has been exporting some of these to advanced economies. The groups commitment to operational excellence and long-term partnerships is evident in its approach to providing comprehensive solutions, including rental and used equipment solutions with sophisticated aftermarket operations that include cutting-edge workshops, Component Rebuild Centres (CRCs) and Machine Rebuild Centres in India, Nepal, New South Wales (Australia) and in Hico, West Virginia (USA) for road and mining customers. The adoption of advanced technology like IoT and autonomous or continuously connected fleets ensures customized, data-driven predictive solutions for customer success. Emphasizing technological prowess, outstanding customer service, and an international presence, both the Gainwell Group and TIL are well- positioned to uphold their status as frontrunners in infrastructure development and key contributors to the nations advancement.

Strategic Vision and Outlook

TIL 2.0 is embarking on a strategic mission to redefine its future, with a focus on revitalizing its workforce and financial health, expanding its product range and scaling-up the technology orientation. The Company is committed to fostering a supportive environment for its vendor base and employees, ensuring timely payments, addressing grievances, and creating opportunities for professional growth.

TIL is overhauling its manufacturing processes, reassessing its cost structure, undertaking a major engineering refresh of its existing product lines, and initiating a strategy to integrate digital layer across its products to facilitate data driven predictive maintenance for ease of its customers. TIL is recalibrating its manufacturing footprint designating its core products to specific plants and integrating related products and partnerships, with sustainability as a guiding principle. The Company is also poised to strengthen its defence portfolio by leveraging Gainwells leadership and networks to establish formidable defence partnerships to expand its product range. Technology will play a pivotal role in TILs evolution, as the Company plans to infuse its machinery with advanced engineering and digital capabilities for superior customer experience and create a lasting competitive edge. This technological evolution will also support TILs ambition to expand its global footprint.

Leveraging Gainwells acclaimed aftermarket support protocols and digital eco-system, TIL anticipates a swift enhancement of its customer service capabilities, supported by the strength of a substantial order book. Aligned with Indias ‘Make in India and ‘Atmanirbhar Bharat initiatives, TIL is dedicated to reducing the nations dependence on imported capital goods, particularly in strategic sectors. By strengthening domestic manufacturing capabilities and promoting self-sufficiency, TIL is set to contribute significantly to Indias economic development and industrial competitiveness.

The Gainwell Groups acquisition of TIL marks a significant milestone in its journey, perfectly poised to propel the group towards its ambitious five-year target of becoming a billion-dollar enterprise. This strategic acquisition is expected to reinforce Gainwell Groups leadership within the heavy equipment manufacturing sector and is a crucial stride in fulfilling its expansive vision.

Business Performance Summary

0 On a standalone basis, the total turnover of your Company, including gross income from operations and other income for the year under review i.e. the year ended 31^st March, 2024, stood at ^ 68.91 Crores as against ^ 54.69 Crores in the previous year. The Company sustained an operating loss of ^ 106.88 Crores as compared to the operating loss of ^ 92.09 Crores in the previous year. The Company has booked an exceptional gain of ^ 302.55 Crores during the year ended 31^st March, 2024. The overall Profit before tax was ^ 195.67 Crores as against a loss of ^ 92.09 Crores in the previous year. Detailed analysis of the aforesaid exceptional gain has been provided in the notes to accounts forming a part of the financial statements of the Company.

o On a consolidated basis the total turnover of your Company including gross income from operations and other income for the year under review i.e. the year ended 31^st March, 2024, stood at ^ 69.07 Crores compared to ^ 50.53 Crores in the previous year. The Company incurred an operating loss of ^ 106.90 Crores during the year. The overall Profit before tax & after Exceptional Item during the year ended 31^st March, 2024 was ^ 195.65 Crores against a loss of ^ 94.72 Crores in the previous year.

o Despite the distressed financial results posted for the year under review coupled with ongoing production bottlenecks and delivery challenges, TIL remains the preferred choice of customers of cranes, ReachStackers and defence sector. This was further reinforced by fresh orders during the year under review and the total order book including machines and after-market stood at ^

231.8 Crores as on 31^st March, 2024.

Key Financial Indicators/Ratios

Particulars	FY24	FY23	Change %	Reason for Variance
Current Ratio	0.75	0.42	80%	Due to payment of current borrowings under OTS scheme in the current year.
Debt-Equity Ratio	4.93	(1.37)	460%	Due to exceptional gain under OTS scheme and Preferential Allotment of Equity Shares in the current year.
Debt-Service Coverage Ratio	0.05	(1.12)	105%	Due to principal repayment of Borrowing under OTS during current year.
Return on Equity	18.43	(8.80)	309%	Due to exceptional Income under OTS in the current year.
Return on Capital Employed	(0.88)	(0.80)	-9%
Return of Investment	(0.01)	(0.73)	98%	Impairment loss on Investment in previous year was more as compared to the current year.
Trade Receivable Turnover Ratio	2.00	1.56	29%	Due to increase in net sales in current year.
Trade Payable Turnover Ratio	0.43	0.11	299%	Due to increase in credit purchase in the current year.
Net Profit Ratio	3.79	(2.01)	288%	Due to exceptional Income under OTS in the current year.

Opportunities

Infrastructure Development: With the Indian governments focus on infrastructure, including the expansion of the national highway network and the Sagarmala project, TIL is well-positioned to meet the growing demand for construction and material handling equipment. The nations drive towards infrastructure development, crucial for achieving the governments goal of a USD 5 trillion economy, presents a favourable environment for TILs growth. The ongoing boom in real estate projects continues to drive growth in the construction equipment industry, with TIL expected to grow significantly as the market is projected to triple in the next decade.

Defence Sector Growth: TILs niche products cater to the strategic needs of the Indian military. The Companys partnership with key defence gear manufacturers positions it to capitalize on the increased defence spending and the governments push for indigenous production.

Risks

In an increasingly complex and dynamic global environment, effective risk management is crucial to sustaining the long-term success and resilience of our Company. As we navigate through a landscape marked by macroeconomic uncertainties, geopolitical tensions, fierce competition and industry-specific challenges, understanding and managing risk remains a cornerstone of our strategic approach.

The initial phase of risk management involves establishing a robust system to differentiate and understand the various types of risks that organizations encounter. To facilitate this, the Company has established a Risk Management Committee at the Board level. Our Risk Management Committee plays a pivotal role in overseeing our risk management practices. The Risk Management Committee, is tasked with regularly reviewing and addressing various risk categories.

Beyond Risk Management Committee meetings, opportunities, risks, and optimization strategies are thoroughly reviewed in regular management meetings across all levels. Any exceptional situations with potential risks are promptly identified and addressed to minimize their impact on financial performance. By implementing a robust Risk Management Policy, we aim to minimize the impact of uncertainties and ensure that our risk management efforts are both systematic and effective.

Renewable Energy Initiatives: Indias

commitment to renewable energy, including solar and wind projects, presents opportunities for TIL to supply the necessary equipment for construction and maintenance.

Urbanization and Smart Cities: The rise of urban development projects and smart cities creates demand for TILs range of products, particularly in material handling and lifting equipment.

Export Potential: TILs strategic alliances with global industry leaders and Indias push for exports under the ‘Make in India initiative open up international markets for TILs products.

Feeder Industry: TIL has the potential to serve as a feeder industry for large-scale fabrication and forging, providing critical components and specialized services to other manufacturing sectors, thereby expanding its market reach and diversifying its revenue streams.

The Company employs a comprehensive three- step approach to risk management:

Risk Identification: This involves educating stakeholders on recognizing risks, evaluating their likelihood, and assessing their potential impact or financial losses to gauge the severity of each risk.

Risk Evaluation: This step involves analysing the identified risks to understand their potential effects and significance.

Risk Mitigation: This includes implementing actions to reduce or eliminate the risks and establishing a monitoring system to track their effectiveness

This section of our annual report provides an overview of the key risks we face under various risk categories. Through a disciplined and proactive risk management process, we strive to achieve our strategic goals and maintain our strong position in the industry.

1. Strategic and Commercial Risks: Risks that rise from factors outside the organizations control and are typically associated with the broader business environment that may affect the longterm direction and competitiveness of TILs business.

• Global Economic and Geopolitical Environment: Geopolitical tensions and trade policies could affect supply chains, leading to disruptions in sourcing raw materials or exporting finished goods. As we work towards expanding our export business, fluctuations in global economic conditions may impact demand for our products and access to key markets.

Impact on: :f m h s

• Increasing Sustainability Focus: Governments worldwide are increasingly focusing on sustainability issues, which may lead to increased expenses for our business to comply with new regulations, develop and launch more sustainable products, and fulfil associated reporting requirements.

Impact on: ^ m s

• Disruptive Technological Advancements:

Introduction of new technologies, industry norms, or customer demands could potentially make our equipment, inventory, or processes outdated or less competitive.

Impact on: (f i

• Competitive Environment: The markets for our products, solutions, and services are characterized by intense competition across various fronts, including pricing, quality, product development speed, customer service, financing terms, and responsiveness to evolving market needs. We encounter formidable competition from well-established rivals and emerging Chinese contenders from both domestic and international markets.

Impact on: :f s

• Technology Partnerships: TILs two out of three product segments develop licensed products through partnerships with global companies like Manitowoc and Hyster. This exposes us significantly to the risk of partnership discontinuation, whether through partners finding new collaborators offering better opportunities, or partners establishing their own Indian setups to meet local demands.

Impact on: (f s i

• Limited export sales: TIL is currently engaged in a limited level of export business, focusing mainly on domestic markets. This limited exposure to international markets restricts the companys access to global economic opportunities and potential revenue streams that could enhance financial performance. Without significant export activity, TIL cannot leverage natural hedging by aligning revenues and costs in the same currency. The lack of diversification makes the company more susceptible to domestic market fluctuations, economic downturns, and shifts in consumer behaviour.

Impact on: f

2. Operational Risks: These are the risks associated with uncertainties or potential losses arising from failures, inadequacies, or disruptions in processes, systems, people that can affect TILs ability to achieve its objectives. These risks stem from day- to-day operations and can have various sources including both internal and external factors.

• Data Privacy including IP Protection: Data privacy and intellectual property (IP) has become paramount concern for our business. Misuse or theft of data can result in IP infringement, violations of laws and regulations, regulatory enforcement actions, financial penalties, as well as damage to reputation and finances.

Impact on: (f s i

• IT Systems and Cyber Security: IT/cyber security risks pose a significant threat to our business, potentially leading to operational disruptions, regulatory actions, ransom demands and liabilities arising from data breaches.

Impact on: (f s i

• Supply chain disruptions and commodity inflation: Significant or sudden rises in raw material or component costs, along with considerable decreases in their availability, or reliance on specific suppliers, compounded by limited supplier consolidation, may lead to reduced production, delays in delivery, quality issues, and escalating expenses.

Impact on: ^f m

• Environmental: Environmental and climate change risks present significant challenges for our business, including regulatory pressures, resource scarcity, and weather-related disruptions to operations. This can be further be classified into Physical risks, Transition Risks and Market Risks.

Impact on: Jf m h n

• Manmade Disasters and Unprecedented Risks: Man-made accidents and disasters can arise from sudden malfunctions in various units, machinery, and mechanisms during operations, often linked to serious breaches in the production process. They may involve terrorism acts, explosions, as well as the spread of radioactive, biological (Like COVID 19), and chemical contaminants across vast areas and can cause widespread disruption to our business.

Impact on: (f m h n

• Criminal Acts: Criminal acts can have profound and multifaceted impact on TILs business, affecting various aspects of our operations, reputation and financial stability.

Impact on: (h f s

• Occupational Health and Safety: Occupational Health and Safety (OHS) risks are paramount concerns for any workplace, encompassing hazards that endanger employees physical and mental well-being. Failure to address these risks adequately can result in injuries, illnesses, and even fatalities, leading to legal, financial, and reputational repercussions for our business.

Impact on: :h f s

• Talent Acquisition, Retention and Succession Planning: Losing experienced employees due to retirement or resignation, or facing challenges in attracting, retaining, and motivating skilled personnel necessary for business operations and growth, may impede our ability to perform design, engineering, and manufacturing tasks effectively, develop marketable products, and expand our aftermarket service business successfully. In addition, the existing lack of gender diversity can lead to risks associated with constrained perspectives in decision-making, unequal opportunities, and reputational harm arising from perceptions of exclusion.

Impact on: (h f s

3. Financial Risks: Risks associated with the

potential for adverse outcomes or losses resulting from financial activities or exposures within our business or investment portfolio.

• Foreign Exchange Fluctuations: The persistent depreciation of the Indian rupee against the dollar and euro poses a significant concern for our business. This stems from our significant reliance on overseas suppliers for raw materials.

Impact on: f

• Interest rates: Fluctuations in interest rates have the potential to negatively impact the financial health and profitability of our company.

Impact on: f

• Capital adequacy: We possess substantial working capital needs. In the event of inadequate cash flows from our operations, collection cycles or an inability to secure borrowing to fulfil our working capital needs, can have a significant and adverse impact on our business, cash flows, and financial results. borrowing to fulfil our working capital needs, can have a significant and adverse impact on our business, cash flows, and financial results.

Impact on: f

4. Legal and Compliance: Risks associated with non-compliance with laws, regulations, industry standards, or ethical principles, which may result in legal penalties, fines, or reputational damage.

• Regulatory Compliance Risks: Our

operations are governed by government regulations, and the inability to secure, uphold, or renew necessary statutory and regulatory licenses, permits, and approvals could negatively impact our financial performance and cash flows. In addition, with the growing emphasis on good governance, environmental conservation and sustainability, regulatory requirements are being introduced or modified at an unprecedented rate, often with little or no advance implementation lead time. This may result in the risk of addressing these requirements promptly.

Impact on: :f h s i

• Pending and Future Litigations and Investigations - Including Management Liabilities and Product Liabilities:

Legal actions against us or our business associates for allegations such as corruption, antitrust violations, and other legal breaches could result in fines, penalties, sanctions, injunctions against future activities, forfeiture of profits, disqualification from certain business engagements, revocation of licenses or permits, imposition of other restrictions, legal repercussions, and adverse media attention. Further if we do not meet customers product quality, reliability standards and expectations, we may experience increased or unexpected product warranty, recall, financial loss claims and other adverse consequences to our business. In addition, ongoing claims, breaches and regulatory proceedings against TIL, past promoters and management personal can significantly impact our business on multiple fronts, posing both financial and reputational risks.

Impact on: (f h s i

Internal Control Systems

Its quite imperative that the proper internal control systems exist in the Company along with the risk matrix tailored to each functional departments such as sales, finance, procurement. These internal controls establish the boundaries and guidelines that the various departments must adhere to.

Accordingly, the Company has devised various internal controls for various key functions like Sales, HR, Finance, Production, IT, Purchase which have been thoroughly vetted by our Internal Auditor. These controls defines the specific processes and procedures that must be stringently followed and they also provide the basic guidelines through which the Company should work & grow.

Our internal control systems are very robust leaving no room for any sort of deviations from the established practices and processes. These internal controls serve as fundamental pillars for any corporation and will further strengthen our overall Corporate Governance framework.

Human Resources and Industrial Relations

With the business set to evolve and journey towards an increasingly fast-paced future, our people strategy is meticulously geared and structured to nurture and sustain the staggering growth and demand for skilled and engaged talent. As the landscape of our industry transforms, so does our commitment to investing in our most valuable asset-our people.

Our employees and workers occupy a prime position in the organizations hierarchy of stakeholders. Recognizing their critical role in our success, we aim to continuously focus on retention, engagement, and development of talent at all levels. We aspire to promote a workforce that remains motivated, satisfied, and aligned with the Companys objectives guided by our values. Values create a strong, purpose-driven organization committed to achieving sustainable success.

We are dedicated to growing talent from within, fostering a culture of continuous learning and development. Many of our business leaders are homegrown talents demonstrating our commitment to internal career progression.

To achieve our people strategy, we have a bouquet of focused initiatives across five essential pillars of human resources:

1. Attracting Talent: We strive to attract the best talent in the industry by creating a compelling employer brand and ensuring a robust recruitment process. Our goal is to bring in individuals who not only possess the required skills and qualifications but also align with our rganizational values and culture.

2. Retaining Talent: Retention is a critical aspect of our strategy.

3. Fostering an Enabling Working Environment:

We focus on creating a supportive and inclusive workplace where employees can thrive. This includes ensuring safe working conditions, promoting work-life balance, and fostering a culture of respect and collaboration. Our policies are designed to create an environment where everyone feels valued and empowered to perform at their best.

4. Diversity & Inclusion: The heavy equipment manufacturing industry poses many cultural and social challenges to developing a gender- inclusive workplace. We approach this as both a moral responsibility and strong business sense. Our commitment to a gender-inclusive workforce

is demonstrated through active steps to recruit, retain, and promote women within our organization. We aspire to go beyond gender inclusivity by also focusing on other dimensions of diversity, including LGBTQIA+ inclusion. Our aim is to create a truly inclusive environment where all individuals, regardless of their gender identity or sexual orientation, feel respected and valued.

5. Industrial Relations: Maintaining positive

industrial relations is fundamental to the smooth operation of our business. We prioritize transparent communication and foster a collaborative relationship with labor unions and worker representatives. Our approach to industrial relations emphasizes mutual respect and dialogue, ensuring that workers voices are heard and their concerns addressed promptly. By focusing on fair labor practices and maintaining a safe and healthy work environment, we aim to build a strong, committed workforce. This cooperative approach not only minimizes disputes but also enhances productivity and job satisfaction among our workers.

We operate with full mindfulness of all regulatory requirements while employing and are committed to being an equal opportunity employer. Our recruitment and employment practices are designed to be fair and unbiased, ensuring that everyone has an equal chance to succeed based on their skills and potential.

Building a value-driven, performance-oriented organization is central to our strategy. We are focused on capability building and nurturing a talent pipeline that meets the requisites skills and competencies across all levels. Our efforts include:

• Training and Development Programs:

Regular workshops, seminars, and training sessions to enhance skills and knowledge.

• Leadership Development: Identifying and nurturing future leaders through targeted leadership programs.

• Performance Management: Implementing robust performance management systems that align individual goals with organizational objectives.

• Succession Planning: Ensuring a steady pipeline of qualified candidates ready to step into key roles as the Company grows.

Cautionary Statement

Statements in the Management Discussion & Analysis describing the Companys objectives, projections, estimates and expectations may be forward-looking statements- both written and oral within the meaning of applicable laws and regulations. Even though we have been careful in our assumptions, the actual results could differ materially from those expressed or implied. Achieving the anticipated results involves risks, uncertainties, and potentially inaccurate assumptions. Important factors that could make a difference to the Companys operations include among others, economic and market conditions affecting demand, supply and pricing conditions, climate conditions, regulatory and compliance risks, technological advancements, and other incidental factors. It is not possible to foresee or pinpoint all such risk factors; therefore, the above factors and following discussions should not be considered a comprehensive overview of all risks, uncertainties, and assumptions. While we take steps to manage these risks, there is no assurance that we can fully mitigate their potential impacts.

"Annexure VI"

Prescribed Particulars on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc.

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies

(Accounts) Rules, 2014

FORM A

Conservation of Energy

The business units of the Company continued their efforts to improve energy usage efficiencies through

specific measures to reduce energy consumption which is an important cost element of conversion cost.

1. Measures taken

a. The natural lighting and ventilation system installed at the Kharagpur Plant ensures reduced electric consumption during day time. Further, solar lights have already been installed along the peripheral road at the said facility.

b. The centralised Air Conditioning system installed at administrative block of the Kharagpur Plant has a Variable Refrigerant Volume (VRV) system to minimise consumption of electricity.

c. 1 (one) MWp Solar Plant, which is an alternate renewable source of power has been installed at Kharagpur Plant which is saving substantial consumption of grid power generated from fossil fuel.

2. Total Energy Consumption and Energy Consumption per unit of Production

A. Power and Fuel Consumption

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
a) Electricity
Purchased Units	13,93,165	17,19,997
Total Amount ( in Crores)	1.81	1.68
Rate Per Unit (?)	12.99	9.75
b) Own Generation
Through Diesel Generator
Units	2,272	412
Units Per Litre	4.1	4.34
Cost Per Unit (?)	22.43	21.44

B. Consumption per unit of Production

Particulars	Standard Unit	Year ended 31st March, 2024	Year ended 31st March, 2023
Product - Cranes Electricity (in ‘000)	Nos.	2.694	81.92

FORM B

Technology Absorption

I. Research and Development 1. Specific Areas:

The Company endeavors to consistently maintain its focus towards improvement and upgradation of existing products as well as development of new models by absorbing superior technology designs from foreign collaborators. Full efforts are also being made towards import substitution of materials and components with indigenous materials and components.

i) Foreign Exchange Earnings - Export sales (FOB), Commission, Dividend, Technical Fees, etc.	0.11
ii) Foreign Exchange outgo (includes raw material, capital goods, components & spares, and other expenditure in foreign currency, including dividends):
a) Raw Material with component	6.08
b) Machines (Trading items)	-
c) Spare Parts	0.07
d) Capital goods	-
e) Travelling	-
f) Technical Know-how Fees	-
g) Royalty	-
h) Dividend	-

2. Earnings and Outgo

all the products are compliant with the prevalent regulatory norms in India.

2. Benefits:

The Company believes that the improved technology and the product range enhancement will enhance the quality and value of its products.

3. Imported Technology:

In order to acquire the latest state-of-the-art technology available globally, the Company has executed technical collaboration agreements with some of the worlds leading and distinguished enterprises.

Foreign Exchange Earnings and Outgo

1. Efforts

The Company is exploring the possibility of achieving fabrication orders and specific market access from its principals to enhance its foreign exchange earnings.

2. Benefits Derived:

The Company continues to remain a dominant player in the material handling industry. The major reason for the same is attributed to the effective use of latest technology and cost optimisation through indigenous consumption have enabled the Company to remain a dominant player in the material handling industry.

3. Plan of Action:

Continuous capability development initiatives and upskilling of competencies for the human resource of the Company in order to achieve greater customer satisfaction.

II. Technology Absorption, Adoption & Innovation

1. Efforts made:

The Company has continued its endeavor to absorb, adopt and implement the best technologies for its product range to meet the requirements of a globally competitive market and ensuring that

"Annexure VII"

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Requirements of Rule 5(1)	Details
(i) The ratio of the remuneration of each	• Mr. Sumit Mazumder	67.43
Director to the median remuneration of	Chairman & Managing Director
the employees of the company for the financial year;	(upto 24.01.2024)
	• Mr. Sunil Kumar Chaturvedi Chairman & Managing Director (w.e.f 24.01.2024)	N.A.
	• Mr. Alok Kumar Tripathi Director & President (w.e.f 25.01.2024)	9.41
	• Mr. Ayan Banerjee Director - Finance (w.e.f 25.01.2024)	6.79
	• Other Directors	N.A.
(ii) The percentage increase in remuneration	• Mr. Sumit Mazumder, Chairman &	NIL
of each Director, Chief Financial Officer,	Managing Director (upto 24.01.2024)
Chief Executive Officer, Company Secretary or Manager, if any, in the	• Mr. Sekhar Bhattacharjee,	NIL
financial year;	Company Secretary
	• Other Directors and Key Managerial Personnel	N.A.
(iii) The percentage increase in the median remuneration of employees in the financial year;	NIL
(iv) The number of permanent employees	As on 31st March, 2024
on the rolls of company;	Management Staff Total
	145 202 347
(iv) Average percentile increase already	Average Salary Increase of non-managerial	NIL
made in the salaries of employees other	personnel
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;	Average Increase in managerial remuneration	NIL
(v) Affirmation that the remuneration is	The remuneration paid to the employees is in
as per the remuneration policy of the	accordance with the remuneration policy of the
Company.	Company.

"Annexure VIII"

MANAGING DIRECTORS CERTIFICATE ON COMPLIANCE OF CODE OF CONDUCT

Certificate of Compliance with the Code of Conduct

As required under Regulation 26(3) read with Part D of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, I hereby declare that all the Members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended 31^st March, 2024.

Ten Years Financial Highlights

Particular	Ind AS								IGAAP
	2023-24	2022-23	2021-22	2020-21	2019-20	2018-19	2017-18	2016-17a	2016-17	2015-16	2014-15
1. Equity Share Capital	1,753	1,003	1,003	1,003	1,003	1,003	1,003	1,003	1,003	1,003	1,003
2. Other Equity/ Reserve & Surplus	1,435	(30,210)	(21,309)	20,390	27,102	30,117	28,142	26,918	28,116	16,623	23,252
3. Net Worth	3,188	(29,207)	(20,306)	21,393	28,105	31,120	29,145	27,921	29,119	17,626*	24,255*
4. Borrowings	15,724	40,018	39,849	34,406	26,011	18,958	17,344	4,951	4,951	28,626	24,424
5. Fund Employed	18,912	10,811	19,543	55,799	54,116	50,078	46,489	32,872	34,070	46,252	48,679
6. PPE, Intangible Assets and ROU - Gross Carrying Amount	16,845	16,926	17,552	20,931	21,128	15,959	15,887	15,386	27,199	29,803	26,553
7. Depreciation/ Amortisation	6,489	6,326	5,692	5,344	4,389	3,179	2,194	1,074	8,805	10,206	9,734
8. PPE and Intangible Assets - Net Carrying Amount	10,356	10,600	11,860	15,587	16,739	12,780	13,693	14,312	18,396	19,597	16,820
9. Investments	68	74	311	311	306	313	330	331	322	9,982	9,982
10. Sales	6,691	4,383	6,391	31,035	37,303	46,401	39,176	32,945	32,945	33,172	34,166
11. Other Income	200	1,086	2,535	644	419	1,383	835	1,462	1,462	659	698
12. Expenses	9,723	7,075	15,628	12,506	15,122	12,188	10,857	9,338	9,043	10,845	10,863
13. Depreciation/ Amortisation	710	895	995	1,187	1,322	1,241	1,164	1,080	1,123	1,300	1,760
14. Profit/(Loss) Before Exceptional Items & Tax	(10,688)	(9,209)	(14,394)	(7,222)	(4,312)	2,441	2,008	459	711	(6,602)	(2,901)
15. Exceptional Items	30,255	-	(25,953)	224	-	-	-	13,078	13,078	-	-
16. Profit/(Loss) Before Tax	19,567	(9,209)	(40,347)	(6,998)	(4,312)	2,441	2,008	13,537	13,789	(6,602)	(2,901)
17. Taxation
- Current Tax	-	-	-	-	4	460	345	3151	3,151	-	-
- Short provision for tax relating to earlier years	-	-	172	-	-	(16)	-	-	-	35	-
- Deferred Tax	(5,825)	(381)	1,129	(296)	(1,515)	(217)	292	155	236	(8)	(39)
- Mat Credit Entitlement	-	-	-	-	(4)	(460)	(345)	(1,735)	(1,735)	-	-
18. Profit/(Loss) After Tax	25,392	(8,828)	(41,648)	(6,702)	(2,797)	2,674	1,716	11,966	12,137	(6,629)	(2,862)
19. Other Comprehensive Income	76	(73)	(51)	(10)	(6)	(275)	(130)	(52)
20. Total Comprehensive Income	25,468	(8,901)	(41,699)	(6,712)	(2,803)	2,399	1,586	11,914
21. Dividend	-	-	-	-	-	176	352	301	301	-	-