Titagarh Rail Systems Ltd Directors Report

Dear Shareholders,

Your Directors present their Twenty-Ninth Annual Report on the business and operations of your Company Titagarh Rail Systems Limited (the Company or TRSL) together with the Audited Financial Statements, for the financial year ended March 31,2026. The consolidated performance of Titagarh Group (the Company and its subsidiaries) has appropriately been referred to in this Report.

Financial and Performance Highlights and State of Companys Affairs

Titagarh Groups financial performance during the financial year ended March 31,2026 was as follows:

(¥ in crores)

	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	3,143.58	3,747.38	3,185.82	3,867.75
Other income	47.17	75.25	48.44	75.35
Total Income (TI)	3,190.75	3,822.63	3,234.26	3,943.10
Earnings before interest, tax, depreciation and amortisation (EBIDTA)	415.81	527.05	379.29	409.89
Less: Finance Cost	70.37	73.14	70.77	73.15
Less: Depreciation and amortization expenses	50.22	29.03	51.07	29.58
Profit/(Loss) before exceptional items & tax	295.22	424.88	257.45	307.16
Share of Profit/(Loss) of Joint Ventures	-	-	-17.15	-98.50
Exceptional items	57.58	270.25	64.78	157.52
Profit/(Loss) before tax	237.64	154.63	192.67	149.64
Tax Expenses/(Benefits)	73.73	64.06	71.12	62.89
Profit/(Loss) for the year after tax from continuing operations	163.91	90.57	121.55	86.75
Profit/(Loss) from discontinued operations (net of tax)	-13.21	-13.60	1.27	-0.14
Profit/(Loss) for the year after tax	150.70	76.97	122.82	86.61
Other Comprehensive Income/(Loss) (net of tax)	1.02	-1.47	0.16	-1.32
Total Comprehensive Income for the year	151.72	75.50	122.98	85.29

Note: 1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report. 2. Previous year figures have been regrouped/re-arranged/restated wherever necessary. 3. There has been no change in nature of business of your Company

The Companys operations for FY 2025-26 were organised around two continuing reportable business segments, Freight Rail Systems (FRS) consisting of Wagons Steel Castings and includes Bridges and Defenceand Passenger Rail Systems (PRS) consisting of Metro Coaches, EMUs, Trains Electricals, Tractions Motors.During the year under review, the Shipbuilding & Maritime Systems (SMS) business, a vertical in the previous year, was transferred to the Companys wholly-owned subsidiary, Titagarh Naval Systems Limited ("TNSL"), to facilitate its independent growth and thereby enabling the Company to continue to give greater focus on its core business activities viz. Freight and Passenger Rail Systems, with effect from January 1,2026 and the effect of the said transfer is disclosed in the financials.

FRS remained the Companys largest segment by revenue,

contributing Rs.2,604.25 crore during the year under review. Wagons dispatches for FY 2025-26 stood at 7,019 units, with the majority of the Companys near-term deliverable pipeline; approximately 6,500 wagons thereof deliverable to Indian Railways and private customers as on March 31,2026.

The FRS segment achieved several strategic milestones during the year, including the supply of specialised BRNA flat wagons and hopper wagons to the Dedicated Freight Corridor Corporation of India Limited (DFCCIL), and the Companys first order for the design, manufacture, supply, testing and commissioning of Rail Borne Maintenance Vehicles (RBMV) for Indian Railways, marking a diversification into railway maintenance-equipment manufacturing. The Company also completed a foundry capacity upgrade to 50,000 metric

tonnes per annum, enabling near-complete backward integration for steel castings used in wagon manufacturing.

The PRS segment was the standout performer of FY 2025-26 and is the Companys principal growth engine. Segment revenue rose to Rs.539.33 crore, an increase of approximately 109-111% over Rs.255.55 crore in FY 2024-25, marking the segments highest- ever annual turnover. Coach dispatches increased to 63 units for the full year, as against 12 units in the previous year. Segment profitability improved meaningfully as scale increased, with the segment recording EBIT margin of 19% in the fourth quarter, aided by execution progress on the Bengaluru Metro contract.

As on March 31, 2026, PRS represented approximately 77% of the Companys standalone order book, underlining its significant role in the Companys future revenue and the Company is strengthening its PRS manufacturing capabilities through the development of an integrated facility at Uttarpara including a 1.6 km test track, a strategic technology collaboration with ABB for TCMS, and continued investment in backward integration, including an under-development aluminium metro-coach manufacturing line.

On a standalone basis, the Companys revenue from operations for FY 2025-26 stood at Rs.3,143.58 crore. Profit before tax rose to Rs.237.64 crore from Rs.154.63 crore, and the Company recorded net profit of Rs.150.70 crore, as against Rs.76.97 crore in the previous year.

Your Company achieved remarkable milestones during the Financial Year 2026 in the Groups journey towards its mission and vision of a leading mobility solution provider to billions underlining the Companys growth trajectory and rapid transformation as reflected in the following major developments:

?€? Inaugurated its Vande Bharat production line in the presence of senior leadership from the Company and Bharat Heavy Electricals Limited (BHEL), at Companys state-of-the-art manufacturing facility in Uttarpara, Kolkata, West Bengal,a significant step in advancing Indias next-generation rail manufacturing capabilities. The project in joint venture with Bharat Heavy Electricals Limited (BHEL), under the Make in India initiative, involves design, development, manufacture and delivery of 80 indigenously designed, semi high-speed sleeper trains with advanced safety and passenger comfort features and maintenance of the trains for 35 years.

?€? The Company rolled out its first indigenously manufactured driverless metro trainset for the Ahmedabad Metro Phase-II project in the presence of Shri Bhupendrabhai Patel, Honble Chief Minister of Gujarat. Equipped with an advanced Train Control and Management System (TCMS) for unattended train operations, the milestone reinforces the Companys commitment to indigenous, technology-driven urban mobility solutions under the Make in India initiative.

?€? The Company inaugurated its Train Control and Management System (TCMS) Laboratory at its Titagarh Engineering and Technology Centre in Bengaluru, strengthening its research, development, and engineering capabilities in intelligent rail technologies. Equipped with state-of-the-art infrastructure for the development of advanced TCMS and Propulsion Systems, the Centre will support the execution of key rolling stock and propulsion projects, including Surat Metro, Ahmedabad Metro, Vande Bharat, and ICF EMU/MEMU, while reinforcing the Companys commitment to the Make in India, Aatmanirbhar Bharat, and Viksit Bharat initiatives.

?€? The Company entered into a strategic agreement with ABB India Limited for the development of 25 kV AC metro propulsion systems, including Transfer of Technology (ToT) for Train Control and Management Systems (TCMS) and phased localisation of traction converters and motors, strengthening indigenous manufacturing capabilities under the Make in India and Aatmanirbhar Bharat initiatives.

?€? The Company secured an extension order worth Rs.430 crore from Maharashtra Metro Rail Corporation for the supply of 12 additional Pune Metro trainsets, further strengthening its leadership in aluminium passenger rail solutions under the Make in India initiative.

?€? The Company received approval from the Ministry of Railways, Government of India, for registration as a Wagon Leasing Company (WLC) under the Wagon Leasing Scheme (WLS) and entered into a Wagon Leasing Company Agreement with Indian Railways. This strategic milestone enables the Company to own and lease railway wagons, strengthening its presence in the freight mobility segment and expanding customer-centric rail logistics solutions and the Company has already received its first order for wagon leasing.

?€? The Company received a Letter of Acceptance from NCC Limited for the design, manufacture, supply, testing, commissioning, and maintenance of 108 metro coaches (18 trainsets) for Mumbai Metro Line 6, with a contract value of approximately Rs.1,598.55 crore.

?€? The Company received a Letter of Acceptance (LOA) from Mumbai Metropolitan Region Development Authority (MMRDA) for the design, manufacture, supply, installation, testing, commissioning, and maintenance of rolling stock and railway systems for Mumbai Metro Line 5, with a contract value of approximately Rs.2,481 crore.

?€? The Company entered into a Strategic Collaboration Agreement with TuTr Hyperloop Private Limited, an IIT Madras incubated deep-tech startup, to jointly develop Indias first indigenous Hyperloop-enabled freight mobility solutions. The collaboration combines the Companys rolling stock engineering and manufacturing expertise with

TuTrs Hyperloop technology capabilities to advance next- generation, sustainable freight transportation in line with the Make in India, Aatmanirbhar Bharat, and Viksit Bharat initiatives.

a Reinforcing its strategic focus on strong financial health and resource management, the Company maintained its net debt negative status during the year, highlighting continued fiscal strength and resilience.

a The Company successfully delivered DSC A20, the first indigenously built Diving Support Craft and launched the third indigenously built Diving Support Craft (DSC) in a series of five vessels for the Indian Navy under the Ministry of Defences Make in India initiative. This is a significant milestone, with DSC A20 becoming the first Indian Naval commissioned vessel built and delivered by a private shipyard in West Bengal

Outlook

The current year has already witnessed certain important

developments viz. a Your Company produced 263 traction motors during the Q1FY27 against a production of 206 in the previous quarter. Your Company secured new orders for supply of 273 traction motors to Indian railways for an amount of INR 37 crores taking the total external order book of this SBU as on date to INR 544 crores consisting of Traction motors for Locomotives, Propulsion systems including traction converters for EMU and Propulsion systems as well as Traction converters for MEMUs.

a Total order book of PRS is robust at INR 17,625 crore including the share of joint ventures.The Company has set up the complete car body production line for the Vande Bharat coaches at Uttarpara facilities and started the production of the first car body during Q1FY26. Further, your Company is targeting scaling up the production capacity of 200 coaches in the current year.

a New orders for 766 wagons from private sector customers for an aggregate value of INR 295 crore already secured taking the total order of FRS to INR 2,859 crore comprised in 7,123 wagons.

a Foundry capacity expansion project of the Company is on track and would make your Company 100% self-sufficient for captive consumption for wagons.

a Another key milestone the Company has entered into a 99-year lease agreement dated 12th July 2025 with the Honble Governor of West Bengal for approximately 40.009 acres of land contiguous to its existing factory at Uttarpara, West Bengal, at an aggregate cost of about INR 137 crores. The strategic nature of this land parcel provides crucial space for establishing enhanced production infrastructure, and dedicated areas for testing and commissioning of metro coaches and Vande Bharat trains.

a The promoter group decided to infuse INR 199.99 crore by subscribing to 21,11,932 convertible warrants at INR 947/- each for utilization as detailed in the Corporate Governance Report.

The continuing implementation of Governments plans to radically improve the railway infrastructure as part of its "AtmaNirbhar Bharat" and "Make in India" initiatives towards its commitment to "Viksit Bharat" is expected to keep the demand for your Companys products strong in future. Further, the dedicated focus on continuous improvement in its products and processes duly supported by innovative measures to optimally utilise the resources for execution of the orders combined with the Company pursuing consistently further growth by participation in tenders for both freight rolling stock and passenger rolling stock segments makes the outlook for the current year promising.

On a consolidated basis your Companys performance during the year under review was reasonably satisfactory although the contribution from joint ventures in various stages of project execution would accrue going ahead. The analysis of performance/ status of the subsidiaries, joint ventures and associate company has been reported herein after and also dealt with in detail in the Management Discussion and Analysis annexed to this Report.

Management Discussion and Analysis

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

Dividend

Considering the performance of the Company during the year under review, the Board of Directors with a view to maintaining the consistency in this regard has recommended a dividend of 50% i.e. Rs.1/- per equity share of face value of Rs.2/- each out of the profits for the financial year ended March 31, 2026. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy, which can be accessed on the website of the Company at https:// www.titaaarh.in/storaae/report/actual/1683172930 WE83p ddr- policypdf.pdf

Details of outstanding and unclaimed dividends, previously declared and paid by your Company, are in under the Corporate Governance Report, which forms part of this Integrated Annual Report.

Transfer to reserves

Your directors do not propose to transfer any amount to the general reserve for the year under review. Change in nature of business, if any

During the year under review there was no change in the nature of business of the Company.

Changes in Share Capital

During the financial year under review, there was no change in the issued, subscribed and paid-up equity share capital of the Company. The issued, subscribed and paid-up equity share capital of the Company was Rs. 26,93,47,536 comprising of 13,46,73,768 equity shares of ^2/- each.

During the year under review in accordance with the Titagarh Rail Systems Limited Employee Stock Option Scheme, 2023 ("TRSL ESOP Scheme 2023"), the Nomination and Remuneration Committee ("NRC") at its meeting held on 30th May, 2025, approved the grant of 1,15,000 Employee Stock Options at a price of ^860/- (i.e. at a discount of 10% on the closing price of the equity shares at NSE on 2nd February, 2025) from the available ESOP pool to eligible employees. During FY26 the Company received necessary approvals for amendment to the TRSL ESOP Scheme 2023 for increasing the stock option pool from 5,00,000 options to 15,00,000 options.

Further, the Nomination and Remuneration Committee (NRC), at its meeting held on 31st December, 2025 - (a) approved the grant of 1,24,500 Employee Stock Options at a price of ^860/- (i.e. at a discount of 10% on the closing price of the equity shares at NSE on 2nd February, 2025) from the available options under the existing pool of TRSL ESOP-2023; and b) pursuant to receipt of the in-principle approvals from the Stock Exchanges for the additional Employee Stock Options approved by the shareholders, granted 7,50,000 Employee Stock Options from the additional pool under TRSL ESOP-2023 to eligible employees at a price of ^750/- (i.e. at a discount of 15% on the closing price of the equity shares at NSE on 30th December, 2025).

However no Employee Stock Options were exercised during the FY26 and accordingly, no equity shares were allotted under the Scheme.

Pursuant to the approval of the shareholders at the Extraordinary General Meeting held on 8th August, 2025, the Company issued 21,11,932 Convertible Warrants to members of the Promoter Group on a preferential basis which were allotted on 4th November, 2025 at an issue price of Rs.947/- per warrant, upon receipt of 25% of the issue price in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Each warrant is convertible into one fully paid-up equity share of face value of Rs.2/- each upon payment of the balance consideration within the prescribed period i.e. 18 months from the date of allotment of warrants. As on 31st March, 2026, the warrants

remained outstanding and not converted, as such no equity shares had been allotted pursuant to their conversion during the said financial year.

Save as disclosed above, there was no other change in the share capital or capital structure of the Company during the financial year under review. In particular, the Company did not undertake any bonus issue, rights issue, buy-back of securities, issue of sweat equity shares, reduction of share capital, qualified institutions placement or any other form of equity capital restructuring during the year.

The equity shares of the Company continued to be listed and actively traded on BSE Limited and the National Stock Exchange of India Limited throughout the financial year, and there was no suspension in trading of the Companys equity shares on either of the stock exchanges.

Awards, Achievements & Notable events

The Company and its management received several notable recognitions during the year under review:

a Rollout of Indias First Indigenously Manufactured Driverless Metro Trainset:

The Company rolled out its first indigenously manufactured driverless metro trainset for the Ahmedabad Metro Phase-II project in the presence of Shri Bhupendrabhai Patel, Honble Chief Minister of Gujarat. Equipped with an advanced Train Control and Management System (TCMS) for unattended train operations.

a Anantya Award for Philanthropy:

Smt. Rashmi Chowdhary, Non-Executive Director and Chairperson of the CSR Committee of Titagarh Rail Systems Limited, was honoured with the prestigious Anantya Award by FICCI FLO for her outstanding contribution to philanthropy.

a Business Leader of the Year :

Shri Prithish Chowdhary, Dy. Managing Director, was honoured with the Business Leader of the Year award at the HRD India Awards 2025, recognising his leadership in the rail and mobility sector.

a India-Italy Business, Science & Technology Forum:

Shri Umesh Chowdhary, VCMD, was one of the speakers at the India-Italy Business, Science & Technology forum, where he shared insights on strengthening India-Italy business collaboration and industrial cooperation.

a CII ER Manufacturing Conclave East 2025:

Shri Umesh Chowdhary, VCMD and Shri Prithish Chowdhary, Dy. Managing Director participated in the CII ER Manufacturing Conclave East 2025, where they shared insights on innovation, indigenisation and the future of Indian manufacturing, reaffirming the Companys commitment to manufacturing excellence and Indias vision of becoming a globally competitive manufacturing powerhouse.

?€? STRAT-X 2025:

The Strategic Mind Forum: Shri Prithish Chowdhary, Dy. Managing Director, participated in STRAT-X 2025, where he joined industry leaders to discuss Vision 2047 and the future of Indian business, highlighting the importance of sustainability, digital transformation and inclusive growth in driving the nations long-term development.

?€? International Rail Conference (IRC) 2025:

At IRC 2025, Titagarh was the event partner at the International Rail Conference 2025, Titagarh contributed to discussions on advancing Indias railway ecosystem under the vision of Viksit Bharat.

?€? India Maritime Week 2025:

Titagarh exhibited at India Maritime Week 2025, showcased its latest maritime innovations, highlighting advancements in shipbuilding and maritime systems. The exhibition reinforced our commitment to strengthening Indias indigenous maritime capabilities.

?€? Delegation Visit to Jordan:

Shri Umesh Chowdhary, VCMD, participated in the India-Italy Business Interaction, hosted by Titagarh, in the presence of Italys Deputy Prime Minister and Indias Honble Minister of Commerce & Industry. He highlighted new opportunities for collaboration between Indian and Italian industries to strengthen bilateral economic ties.

?€? CII West Bengal State Council Appointment:

Shri Prithish Chowdhary, Dy. Managing Director, was appointed Vice-Chairman of the CII West Bengal State Council for 2026-27, recognising his leadership and contributions to industry. The appointment reflects Titagarhs growing role in shaping Indias manufacturing and industrial landscape.

?€? Visit of Railway Board Member- Shri. Braj Mohan Agrawal:

Shri Braj Mohan Agrawal, Member (Traction & Rolling Stock), Railway Board, visited Titagarhs Uttarpara facility, where the Companys Vande Bharat and metro manufacturing capabilities were showcased, reaffirming its commitment to delivering world-class rail solutions.

a Contribution to Bihars First Metro Rail:

The Company marked a significant milestone by contributing to Bihars first metro rail project through the design and manufacture of indigenously developed aluminiumbodied metro coaches. The project reflects the Companys commitment to sustainable urban mobility and the Government of Indias Make in India initiative.

Credit Rating

The Company continues to maintain a strong credit profile, reflecting its sound financial position, prudent financial management and robust business fundamentals. During the financial year under review, CRISIL Ratings Limited reaffirmed the credit ratings assigned to the Companys bank facilities.

The long-term bank facilities of the Company continue to be rated CRISIL AA-/Stable, while the short-term bank facilities continue to carry the rating of CRISIL A1+. The reaffirmation of these ratings reflects the rating agencys confidence in the Companys financial strength, liquidity position and ability to meet its debt obligations in a timely manner.

Material Changes and Commitments after the balance sheet date:

No material changes and commitments have occurred since the date of close of the financial year, to which the financial statements relate, till the date of this report, which might affect the financial position of the Company.

Investor Education and Protection Fund (IEPF)

As stipulated by the applicable provisions of the Companies Act, 2013 (the Act) read with IEPF (Accounting, Audit, Transfer & Refund) Rules, 2016, as amended (the IEPF Rules) all unpaid or unclaimed dividend required to be transferred by the Company to the IEPF has been/ shall be transferred, details whereof are provided on the Companys website: www.titagarh.in.

Pursuant to the provisions of Section 124(6) of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority (IEPF Account) as notified by the Ministry of Corporate Affairs. In accordance with the said provisions, the Company had executed and submitted the necessary documents for transfer of 8,820 equity shares of ^2/- each, to the IEPF account, on January 21, 2026, in respect of which dividend had not been claimed by the members for seven consecutive years or more as on the cut-off date, i.e. January 21, 2026. The details of all shares transferred to the IEPF Account are uploaded on the Companys website.

The Company identified 122 shareholders holding 8,989 equity shares in aggregate, who have not claimed their dividend consecutively since FY 2018-19 and therefore shares held by them were liable to be transferred to the IEPF Account on due date i.e. October 25, 2026 which has since been done. The Company sent a communication to all concerned with information regarding transfer of their shares and reminder for taking appropriate action for claiming the dividend unclaimed on their shares and also published a Notice in the leading newspaper both in English and Vernacular language on June 23, 2026, which was also uploaded at the website of the Company and the Stock Exchanges.

Risk Management, Risks and Concerns

A Risk Management Policy to identify and assess the key risk areas, monitor mitigation measures and report compliance which is in line with the provisions of the Act and Listing Regulations has been adopted by the Company. Based on a review, major elements of risks have been identified and are being monitored for effective and timely mitigation.

The Company has constituted a Risk Management Committee of the Board of Directors under the Chairmanship of Shri Atul Joshi, Independent Director, who also serves as the Chairman of the Audit Committee. The Risk Management Committee assists the Board of Directors in overseeing the Companys risk management framework, processes, and internal controls to identify, assess, monitor, and mitigate key business risks.

The Company has laid down governance procedures around information, communication and risk reporting to inform the Risk Management Committee, the Audit Committee and the Board of Directors about risk assessment, mitigation effectiveness evaluation and related outcome and status.

The strategic risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/relevant.

Subsidiary Companies, Associates and Joint Ventures

A report containing the details required under Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 in respect of performance and financial position for the financial year ended March 31,2026, of subsidiaries: Titagarh Firema Engineering Services Private Limited (TFESPL) and Titagarh Naval Systems Limited (TNSL) (a wholly owned subsidiary, incorporated for the shipbuilding and maritime systems business, w.e.f. August 11, 2025); Joint Venture Companies: Titagarh Mermec Private Limited, Ramkrishna Titagarh Rail Wheels Limited, and Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited), included in the Consolidated Financial Statements (CFS) in the Form AOC-1 , is annexed to this Report and marked as Annexure DR-1 . The CFS is attached to this Annual Report.

During the year under review, the Board of Directors, at its meeting held on August 11, 2025, accorded in-principle approval for the transfer of the Companys Shipbuilding and Maritime Systems (SMS) business to Titagarh Naval Systems Limited, its wholly owned subsidiary, on a going concern basis. Pursuant thereto, the Board, at its meeting held on December 31,2025, approved the Business Transfer Agreement for the said transfer, on a slump sale basis, for a consideration of Rs.114.88 crore, discharged through issuance and allotment of equity shares by TNSL to the Company, effective January 1,2026.

During the year under review, the Board of Titagarh Firema S.p.A., Italy ("Firema"), an associate of the Company, at its meeting held on 26th February, 2026, approved the proposed transfer of its business to FS Fabbrica Italiana Treni S.p.A., a subsidiary of Ferrovie dello

Stato Italiane S.p.A. (FS Group). Further, at its meeting held on 27th March, 2026, the Board of the Company approved the sale of the Companys entire equity shareholding in Titagarh Singapore Pte. Limited, a wholly owned subsidiary of the Company, to Worldvmc Singapore Pte. Limited, subject to the terms and conditions of the Share Purchase Agreement and receipt of the necessary regulatory approvals. As on approval of this report board of directors have approved exit from Titagarh Mermec Private Limited, subject to applicable approvals.

There has been no material change in the nature of the business of the subsidiaries, joint ventures and associate, except as stated above. The Company does not have any other subsidiary, joint venture or associate company which has ceased to be so during the year, except as stated here in above.

Loans, Guarantee and Investments

Particulars of loans/guarantees and investments made by the Company pursuant to the Section 186 of the Act are furnished under notes to financial statements. The Company has been informed that the said loan, guarantee and security are proposed to be utilised by each recipient for its general business/corporate purposes.

Significant and Material Orders

There were no material/significant orders passed by any regulator, tribunal impacting the going concern status and the Companys operations in future.

Copy of the Annual Return

Pursuant to the provisions of Section 92(3) of the Act read with Section 134(3) (a), the copy of the annual return for the financial year ended March 31, 2026, is available on the website of the Company at web link httDs://www.titaaarh.in/storaae/reDort/ actual/mat-7(2025-26).Ddf and the same can be viewed by the members and stakeholders of the Company.

Related Party Transactions

All Related Party Transactions ("RPTs") entered into by the Company during the FY26 were in the ordinary course of business and on an arms length basis, and were in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and the Companys Policy on Related Party Transactions.

All RPTs are placed before the Audit Committee for its prior approval. In the case of repetitive transactions, the Company obtains omnibus approval from the Audit Committee in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. During the year, the Audit Committee comprised solely of Independent Directors, and the members abstained from participating in the discussion and voting on transactions in which they were interested.

During the financial year under review, the Company did not enter into any transaction with related parties that was material or

required disclosure under Section 188(1) of the Act. Accordingly, the disclosure of particulars of contracts or arrangements with related parties as mentioned in Form AOC-2 , as prescribed under Rule 8(2) of the Companies (Accounts) Rules, 2014, under the Act are annexed hereto and marked as Annexure DR-2 is not applicable.

None of the related party transactions entered into during the year were prejudicial to the interests of the Company or its minority shareholders. Details of the related party transactions forming part of the financial statements are disclosed in Note 46 to the Standalone Financial Statements.

In compliance with Regulation 23 of the SEBI Listing Regulations, the Company has submitted the half-yearly disclosures of related party transactions to the Stock Exchanges within the prescribed timelines.

Number of Board Meetings

The Board of Directors met thirteen (13) times during the year under review. The intervening gap between any of the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Committees of Board

Asrequired under the Act and the SEBI Listing Regulations, your Company has constituted various Committees. As at March 31, 2026, the Board had the following constituted committees:

?€? Audit Committee

?€? Nomination and Remuneration Committee

?€? Stakeholders Relationship Committee

?€? Risk Management Committee

?€? Corporate Social Responsibility Committee

?€? Finance Committee

?€? Management Committee

?€? Internal Complaints Committee

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnel

As at March 31, 2026, the Board of Directors of your Company comprised 11 (eleven) Directors, consisting of 4 (four) Executive Directors, 1 (one) Non-Executive Non-Independent Woman Director, and 6 (six) Non-Executive Independent Directors, including 1 (one) Woman Independent Director.

The details of the Board and Committee composition, of Directors, and other particulars are given in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment, Re-appointment and Cessation of Directors:

Based on the recommendation of the Nomination and

Remuneration Committee, and considering their skills, expertise, experience and valuable contribution to the Company, the following Directors were re-appointed during the year under review:

1. Ms. Nayantara Palchoudhuri (DIN: 00581440) was re-appointed as an Independent Director (Non-Executive) for a second term of five consecutive years with effect from June 22, 2025.

2. Shri Krishan Kumar Jalan (DIN: 01767702) was re-appointed as an Independent Director (Non-Executive) for a second term of five consecutive years with effect from August 13, 2025.

3. Shri Sushil Kumar Roongta (DIN: 00309302), was

re-appointed as an Independent Director (Non-Executive) for a second term of five consecutive years with effect from January 1,2026.

4. Shri Umesh Chowdhary (DIN: 00313652) was re-appointed as Vice Chairman & Managing Director & CEO of the Company for a further term of five years, with effect from October 1, 2025.

The aforesaid re-appointments were approved by the Members through Postal Ballot on June 19, 2025.

Re-appointment of Director(s) retiring by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Rules made thereunder and the Articles of Association of the Company, Shri Anil Kumar Agarwal (DIN: 01501767), Deputy Managing Director retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The details, as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice convening the ensuing Annual General Meeting.

Key Managerial Personnel:

During the year under review, Shri Umesh Chowdhary (DIN: 00313652) was re-appointed as Vice Chairman & Managing Director & CEO of the Company for a further term of five years, with effect from October 1, 2025. The said re-appointment was approved by the Members of the Company through Postal Ballot on June 19, 2025.

The Board of Directors took note of the retirement of CS Dinesh Arya as Company Secretary & Chief Compliance Officer with effect from the close of business hours on May 31, 2025 and pursuant to the recommendation of the Nomination and Remuneration Committee, appointed CS Aditya Purohit as the Company Secretary & Compliance Officer of the Company with effect from June 1,2025.

Further, Shri Saket Kandoi (DIN: 02308252) ceased to hold office as Director & CEO (Shipbuilding & Maritime Systems) with effect from February 13, 2026.

As on the date of this Report, the following are the Key Managerial Personnel ("KMPs") of the Company pursuant to Sections 2(51) and 203 of the Act:

?€? Shri Umesh Chowdhary - Vice Chairman & Managing Director & CEO

?€? Shri Prithish Chowdhary- Deputy Managing Director

?€? Shri Anil Kumar Agarwal - Deputy Managing Director

?€? Shri Saurav Singhania - Chief Financial Officer

?€? Shri Aditya Purohit- Company Secretary & Compliance Officer

In terms of Section 149 of the Act and Listing Regulations, Shri Atul Joshi, Shri Sushil Kumar Roongta, Shri Krishan Kumar Jalan, Ms. Nayantara Palchoudhuri, Shri Bontha Prasada Rao and Shri Debanjan Mandal continue to be the Independent Directors of the Company as on the date of this Report.

Evaluation of the Boards performance, Committee and Individual Directors

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated.

The results of the evaluation confirmed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations and suggestions arising from the evaluation process are considered by the Board to optimise the effectiveness and functioning of the Board and its committees.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

Remuneration Policy and remuneration

A policy approved by the Nomination and Remuneration Committee and adopted by the Board is practiced by the Company on remuneration of Directors and Senior Management Employees, as per the details set out in the Corporate Governance Report. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

It is affirmed that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Corporate Governance Report

Your Company is committed to maintain the highest standards of corporate governance practices. The Company has complied with the corporate governance requirements under the Act and Listing Regulations. A separate section on Corporate Governance under Listing Regulations along with a certificate from a Company Secretary in Practice confirming compliance is annexed to and forms part of the Annual Report.

Business Responsibility and Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 26, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various ESG initiatives adopted by the Company.The ESG disclosures are in compliance with BRSR core and have been independently assured by M/s Grant Thornton Bharat LLP.

Internal Control System

The Company has system of internal controls and necessary checks and balances so as to ensure:

a. that its assets are safeguarded;

b. that transactions are authorised, recorded and reported properly; and

c. that the accounting records are properly maintained and its financial statements are reliable.

The Company has appointed external firm of Chartered Accountants to conduct internal audit whose periodic reports are reviewed by the Audit Committee and Management for bringing about desired improvement wherever necessary.

Compliance Management Mechanism

Your Company has deployed a Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organisation to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

Vigil Mechanism / Whistle Blower Policy

A fraud and corruption free environment as part of work culture of the Company is the objective and with that view your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in conformity with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee wherever so availed. The said policy is uploaded on the website of your Company at www.titagarh.in. No complaint falling under the purview hereof has been received by the Audit Committee during the year under review.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, state that:

i. Appropriate Accounting Standards as are applicable to the Annual Statement of Accounts for the financial year ended March 31,2026 had been followed in preparation of the said accounts and there were no material departures therefrom requiring any explanation;

ii. The Directors had selected and followed the accounting policies as described in the Notes on Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

iii. The Directors had 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;

iv. The Directors had prepared the Annual Accounts on a going concern basis; and

v. The Directors had laid down Internal Financial Controls (IFC) to be followed by the Company and that such IFC are adequate and operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditor & Auditors Report

The Members of the Company, at the Twenty Fifth Annual General Meeting ("AGM") held on September 15, 2022, approved the reappointment of Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 304026E/E- 300009), as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the Twenty Fifth AGM until the conclusion of the Thirtieth AGM to be held in the year 2027.

Further, pursuant to the approval of the Members at the Twenty Sixth AGM held on September 29, 2023, Salarpuria & Partners, Chartered Accountants (Firm Registration No. 302113E), were appointed as the Joint Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Twenty Sixth AGM until the conclusion of the Thirty First AGM to be held in the year 2028.

Standalone Financial Statements (SFS)

The Joint Statutory Auditors have audited the Standalone Financial Statements of the Company for the financial year ended March 31,2026 and have expressed an unmodified opinion thereon. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

As regards an Emphasis of Matter (EOM) paragraph mentioned by the Joint Statutory Auditors, drawing attention to Note 35A to the Standalone Financial Statements, relating to the restatement of comparative financial information for prior periods consequent to the correction of certain prior period errors in accordance with Indian Accounting Standard (Ind AS) 8 - Accounting Policies, Changes in Accounting Estimates and Errors. The said note is selfexplanatory and, in the opinion of the Board, does not call for any further comments. The Joint Statutory Auditors have further clarified that their opinion on the Standalone Financial Statements remains unmodified in respect of the aforesaid matter. The same EOM also appears in the Consolidated Financial Statements (CFS) and the Note No. 33 thereto is self explanatory in this regard and does not required any further explanation from the Board.

Consolidated Financial Statements (CFS)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with the applicable Indian Accounting Standards, including Ind AS 110 - Consolidated Financial Statements, the Consolidated Financial Statements of the Company have been prepared on the basis of the audited financial statements of the Company and its subsidiaries, associates and joint ventures, as applicable, and form an integral part of this Annual Report.

The Joint Statutory Auditors have audited the Consolidated Financial Statements for the financial year ended March 31, 2026 and have expressed an unmodified opinion thereon. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

M R Vyas & Associates, Cost Accountants, (Registration No. 2032) have been re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2025-26 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Act and the Companies (Cost Records and Audit)

Rules, 2014. The Cost Audit Report for the financial year ended March 31,2026 would be filed as stipulated by the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

Secretarial Auditor

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, M/s Prateek Kohli & Associates, Practising Company Secretaries (Unique Code: P2017WB059700), were appointed as the Secretarial Auditors to under take the Secretarial Audit of your Company for the first term of five consecutive yearsfrom financial year 2025-26 to financial year 2029-30. M/s Prateek Kohli & Associates has confirmed that they are not disqualified to continue as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Secretarial Audit has been conducted and their report is annexed hereto and marked as Annexure DR-3 . The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Deposits

The Company did not accept any deposits covered under Chapter V of the Companies Act, 2013 during the financial year ended March 31, 2026.

Particulars of Remuneration of Directors/KMP/Employees

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) is annexed and marked as Annexure DR-4. The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Report, is readily available for inspection by the members at the Companys Registered Office between 10.30 A.M. to 1 P.M. on all working days upto the date of ensuing AGM. Should any member be interested in obtaining a copy including through email (investors@titagarh.in), may write to the Company Secretary at the Companys Registered office.

Human Resources

a. Empowering the employees: The Company considers its organizational structure to be evolving consistently over time while continuing with its efforts to follow good HR practices. Adequate efforts of the staff and management personnel are directed on imparting continuous training to improve the management practices.

b. Industrial Relations: Industrial relations at all sites of the Company remained cordial.

c. No. of Employees: Manpower employed as at March 31,2026 was 1327.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 on conservation

of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as Annexure DR-5 .

Corporate Social Responsibility

A report on Corporate Social Responsibility (CSR) activities undertaken by the Company during the financial year ended March 31, 2026 pursuant to the provisions of Section 135 of the Act and rules made thereunder is annexed to this Boards Report and marked as Annexure DR-6 .

Apart from the CSR activities detailed in the said Annexure, the Company makes, inter alia, donations to charitable institutions directly and through philanthropic organisations engaged in providing medical, educational and other relief to economically weaker sections of society.

During the year under review, the Board of Directors, at its meeting held on May 30, 2025, approved the creation of a trust for implementing the CSR activities of the Titagarh Group, in accordance with the provisions of the Companies Act, 2013 and the applicable CSR Rules made thereunder, with the objective of promoting the cultural and social welfare of underserved communities and economically weaker sections of society. Smt. Rashmi Chowdhary, Chairperson of the CSR Committee of the Company, is also the Chairperson of the said trust, "Titagarh Group Foundation".

Through the Titagarh Group Foundation, the Company partnered with the Preview Show of Durga Puja Art 2025, reaffirming its commitment to preserving Bengals cultural heritage while supporting local artisans and community engagement.

The Industrial Training Institute ("ITI") set up on the Companys land at its Titagarh plant, situated in Barrackpore, North 24 Parganas, under a Public-Private Partnership (PPP), operates with access to the requisite infrastructure provided by the Company and continues to be maintained by the Company. The ITI imparts hands-on training to local people and caters to the requirement of skilled workmen by industrial units in the region.

The Companys CSR activities also include initiatives for enhancing vocational skills. The National Apprenticeship Promotion Scheme ("NAPS"), a flagship scheme of the Government of India launched under the Ministry of Skill Development and Entrepreneurship, is one such initiative through which your Company provides training to unemployed and educationally underserved youth across its business segments. During the year under review, the Company supported apprentices under this initiative towards enhancing their skills and improving their employability.

Your Company has been engaging apprentices under the Scheme for a considerable period of time; however, in FY 2023-24, it was decided to bring this initiative under the ambit of the Companys CSR activities by way of supporting a group of apprentices over and above the statutory minimum requirement relative to the Companys total workforce.

In recognition of her contribution in this field, Smt. Rashmi Chowdhary, Non-Executive Director and Chairperson of the CSR Committee of the Company, was honoured with the prestigious Anantya Award by FICCI FLO for her outstanding contribution to philanthropy.

Listing

The Companys Equity Shares are listed at the BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). The listing fees for the financial year ending on March 31,2027, have been duly paid. As at December 31,2025 (the latest list available on the NSE as of the date of this Report), your Company was at 505 in the list of all listed companies as per Market Capitalisation released by National Stock Exchange of India Ltd. & BSE Ltd.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy, a suitable mechanism forprevention, prohibition, redressaland has constituted Internal Complaints Committees (ICC), at all relevant locations across India to consider and resolve the complaints related to sexual harassmentto address the complaints, if any received under the above Act which covers all employees.

The ICC includes external members with relevant experience. The ICC, presided by senior women, conduct the investigations and make decisions. Your Company has zero tolerance on sexual harassment at the workplace.

There were no complaints received from any employee during the FY2025-26 and as such no complaint was outstanding as at 31st March,2026 for redressal. The ICC discharges its duties in accordance with the above Act read with the Rules/Policy thereunder.

All new employees go through a detailed personal orientation on antisexual harassment policy adopted by your Company.

Compliance with The Maternity Benefit Act, 1961

The Company ensures compliance with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder and is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as stipulated under the Maternity Benefit Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

Codes and Policies

Your Company has laid down various policies and codes including "Insider Code" for effective corporate governance and affirms that no person is denied access to the Audit Committee/internal authority concerned from approaching with the information they may wish

to communicate. In addition, your Company has Titagarh Code of Conduct for other aspects of clean, transparent, anti bribery, integrity and morally ethical conduct. The said codes and policies are available on the website of the Company www.titagarh.in.

Code for prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Companys website at www.titagarh.in.

Other Disclosures

1. The Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees as specified under section 143(12) of the Act, details of which needs to be mentioned in this Report.

2. There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

3. 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 - There are no instances of one-time settlement during the financial year under review.

Acknowledgement

The Directors place on record their sincere appreciation of the cooperation and support extended by the Government, Banks/ Financial Institutions and all other business partners.

Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

Place: Kolkata
Date: 7th September,2026	For and on behalf of the Board
	J P Chowdhary
	Executive Chairman