Your Directors are pleased to present the 68^th Annual Report on the business and operations of your Company along with Audited
Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified
by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.

BUSINESS REVIEW

The global economic environment in 2024-25 was shaped by heightened uncertainty, with new US tariff measures, rapid policy
shifts, and intensifying geopolitical tensions weighing on trade and growth. Global headline inflation is expected to moderate more
slowly than earlier projected, easing to 4.3% in 2025 and 3.6% in 2026. Equity market volatility, elevated asset valuations, and
sustained high corporate debt levels further cloud the financial outlook, posing challenges for central banks seeking to contain
inflation without compromising financial stability.

India, however, maintained robust growth momentum, with GDP expanding by 6.5% in 2024-25, supported by resilient domestic
demand, expanding investments, and sound macroeconomic management. The automotive industry recorded a 7.3% rise in
domestic sales and a 14.6% increase in exports, while EV sales crossed 2 Mn units, reflecting the sector’s accelerating shift towards
sustainable mobility.

Against this backdrop, the Company remained focused
on operational continuity, manufacturing excellence, and
supply chain optimisation, underpinned by stringent safety
measures for employees. It leveraged its diversified product
portfolio, spanning gaskets and heat shields, forgings, chassis
systems, anti-vibration products, and hoses, to capture growth
opportunities across domestic and export markets.

During the year, Talbros secured P1,475 Crores in new orders,
with approximately 40-45% already under execution and
another ~30% scheduled to commence in 2025-26. This
included multiple EV-specific orders worth ~?280 Crores and
export orders worth ~?560 Crores, strengthening its revenue
visibility and market diversification. Capacity enhancements,
including the operationalisation of the Pune facility and
the upcoming Marelli JV chassis systems plant, are poised
to support these new programmes, many of which cater to
premium and EV platforms.

The Company also advanced its localisation and technology
investments, particularly in EV components and next-
generation heat shields for battery and noise insulation.
Continued R&D focus, coupled with strategic joint ventures,
enables Talbros to deliver high-value, future-ready products
aligned with evolving mobility trends.

Looking ahead, the Company’s priorities include scaling exports
to over 35% of revenue, capitalising on policy tailwinds from
schemes like PLI and FAME-II, and strengthening its presence
in high-growth segments such as EVs, premium chassis
systems, and heavier forged components. Sustainability will
remain integral, with ongoing initiatives in localisation, energy
efficiency, and process optimisation aimed at enhancing
competitiveness while supporting environmental goals.

FINANCIAL REVIEW

Your Company recorded all time high revenue from operations
on standalone basis for the financial year 2024-25 amounting
to ' 827. 05 Crores, 6.27 % higher as compared to the last
financial year 2023-24 with gross turnover of ' 778.27 Crores.
Profit after tax (PAT) for the Company for financial year 2024¬
25 was ' 77.87 Crores, 39.66% lower as compared to the PAT
of ' 129.06 Crores in the previous year 2023-24.

The JV Company Marelli Talbros Chassis Systems Private
Limited (MMT) registered a turnover of ' 284.43 Crores up
by 9.43% as compared to financial year 2023-24 turnover of
' 259.91 Crores. PAT of MMT was ' 28.62 Crores, higher by
51.5 % as compared to ' 18.89 Crores in the previous year
2023-24

Talbros Marugo Rubber Private Limited (TMR), another JV
Company has registered a turnover of ' 129.85 Crores up by
6.02 % as compared to financial year 2023-24 turnover of
' 122.47 Crores. PAT of TMR was ' 6.86 Crores as compared
to ' 2.21 Crores in the previous financial year 2023-24.

During the financial year 2024-25, the consolidated total
revenues increased by 6.27 % from ' 778.27 Crores in 2023¬
24 to ' 827.05 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components manufacturer
with a strong presence across two-wheelers, passenger
vehicles, commercial vehicles, and agricultural equipment.
Our business spans gaskets and heat shields, forgings,
suspension systems, anti-vibration products, and hoses,
supported by strategic joint ventures with global automotive
leaders in suspension and rubber components.

In gaskets, we retain market leadership with a share exceeding
50%, which is approximately three times that of our nearest
competitor. We continue to hold a dominant position in the
two-wheeler, agricultural and off-loader, and HCV & LCV
segments.

During the year, the Company secured multiple long-term
orders from both domestic and international customers across
all business divisions, product lines, and joint ventures. These
orders, spread over the next five years, encompass gaskets,
heat shields, forgings, and chassis components. They will
strengthen our share of business with existing customers,
expand our reach to new OEMs, and enhance our footprint
across global markets.

The Company has also secured significant new orders for
global head gaskets and integrated wire harness assemblies
from European customers. These programmes are expected
to generate healthy revenues over the next two years, further
diversifying our export portfolio.

To support the timely execution of these new programs, the
recently commissioned Pune facility will be fully operational in
Q2 FY26, while the upcoming Marelli JV chassis systems plant
became operational in April 2025. Both facilities are equipped
with advanced manufacturing technologies and will cater to
premium and EV platforms, enhancing capacity, quality, and
responsiveness.

Looking ahead, the Company’s strategic priorities include
scaling exports to over 35% of revenue, increasing penetration
in high-growth segments such as EVs, premium chassis

systems, and heavier forged components, and furthering
localisation and technology investments to strengthen cost
competitiveness.

Sustainability will remain central to our growth approach, with
continued efforts in localisation, energy efficiency, and process
optimisation aimed at improving environmental performance
while enhancing operational resilience.

TRANSFER TO RESERVE

An amount of ' 50 Lacs has been transferred to General
Reserves out of the profit earned during the financial year
2024-25.

DIVIDEND

Your Board of Directors declared Interim Dividend for the
financial year 2024-2025 10% (' 0.20p per equity share)
on 6,17,28,150 Equity Shares of ' 2/- each, aggregating to
' 1,23,45,630/-, at its meeting held on November 14, 2024.
The said Interim dividend was paid to the Shareholders on
December 09, 2024.

Further, your Directors are pleased to recommend, a final
dividend @ 25% (' 0.50p/- per equity share) for the financial
year 2024-25 on 6,17,28,150 Equity Shares of ' 2/- each,
aggregating to ' 3,08,64,075/- (Rupees Three Crore Eight
Lacs Sixty-Four Thousand and Seventy-Five Only), for the
approval of members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis is enclosed as
Annexure-I to this Report and provides a detailed analysis on
the performance of business and its outlook.

BUSINESS AND OPERATIONS OF THE COMPANY AND
THE MATERIAL CHANGES AFFECTING IT

The Company is relentlessly working on increasing the
business and is taking all necessary steps to ensure the
health, safety and well-being of its employees and constantly
moving forward on the path of growth.

No material changes and commitments affecting the financial
position of the Company have occurred after the end of the
financial year ended March 31, 2025 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

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

INDUSTRY OVERVIEW

The Indian automotive sector remains a cornerstone of the
national economy, contributing approximately 7% to GDP
and driving demand across critical ancillary industries such
as steel, aluminium, plastics, and oil and gas. It is also a
significant generator of employment, innovation, and supply
chain sophistication.

In 2024-25, domestic automobile sales grew by 7.3% year-
on-year, supported by healthy urban demand, evolving
vehicle replacement cycles, and policy-led tailwinds such
as the vehicle scrappage programme. Exports recorded a
strong rebound, rising by 14.6%, underscoring India’s growing
relevance in the global automotive supply chain.

With robust policy support, sustained innovation, and a dynamic
consumer base, India’s automotive sector is well-positioned
to lead the next phase of industrial and technological growth.
Government initiatives such as FAME-II and the Production-
Linked Incentive (PLI) scheme are accelerating the adoption
of electric mobility and catalysing advanced manufacturing
at scale, reinforcing the sector’s global competitiveness and
long-term resilience.

India’s auto component industry continues to expand
steadily, driven by strong domestic demand, healthy export
momentum, and an increasing focus on localisation. Despite
global headwinds, the sector’s fundamentals remain sound,
with long-term growth supported by economies of scale,
premiumisation, and the rising share of high-value components.

Investment in the sector is expected to remain strong, with
an estimated ' 25,000-30,000 Crores projected for 2025¬
26. A significant share of this will be channelled into EV-
specific component development, reflecting the industry’s
shift towards future-ready technologies. Localisation in the EV
value chain has reached 30-40%, with substantial progress
in battery management systems, traction motors, and power
electronics. Battery cell manufacturing, however, remains a
key white space presenting high-impact opportunities for
domestic players.

The OEM segment, which accounts for more than half of the
industry’s revenue, is forecast to grow by 7-9% in 2024-25
and 8-10% in 2025-26, supported by platform renewals,
content enrichment, and rising customer expectations. The
replacement market is also expanding, driven by an ageing
vehicle population and the increasing adoption of preventive
maintenance practices.

Backed by a cost-competitive manufacturing base, a skilled workforce, and supportive policy frameworks, India’s automotive and
auto component sectors are poised to play a leading role in shaping the future of global mobility.

SHARE CAPITAL

The Paid up share capital of the Company as on March 31, 2025 stands at ' 12,34,56,300/- divided into 6,17,28,150 equity shares
of ' 2/- each.

Further, Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently
there is no change in the capital structure since previous year.

CREDIT RATING

Company’s credit ratings were reaffirmed by CARE Ratings on September 30, 2024. The ratings of the Company are as under:

TRANSFER OF UNPAID DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act,
2013, the unclaimed final dividend pertaining to the financial
year 2016-17 for amount aggregating to ' 6,59,540/- had been
transferred to the “Investor Education and Protection Fund”
established by the Central Government on November 20,
2024.

The Company shall transfer the unclaimed dividend for the
financial year 2017-18 to the Investor Education and Protection
Fund on or before October 23, 2025 upon completion of
7 years from the date of transfer of said dividend into the
Unclaimed Dividend Account in compliance with the provisions
of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend
warrants for the financial year 2017-18 or any subsequent year
are requested to lodge their claims for revalidation of dividend
warrants. The Company is intimating those members who
have so far not claimed the unpaid dividend for the financial
year 2017-18.

The Company has transferred 68385 equity shares of
' 2/- each to “Investor Education and Protection Fund” in the

the Company with effect from September 11, 2024 upon
completion of the second term of 5 (Five) consecutive
years in accordance with the provisions of Section 149(11)
of Companies Act, 2013.

• Mr. Amit Burman (DIN: 00042050) Independent Director
of the Company, ceased to be a Director of the Company
with effect from September 11, 2024 upon completion
of his second term of 5 (Five) consecutive years in
accordance with the provisions of Section 149(11) of
Companies Act, 2013.

• Mr. Rajat Verma (DIN: 02548070) was appointed as Non¬
Executive Independent Director of the Company for the
first term of 5 (five) consecutive years w.e.f. August 07,
2024, not liable to retire by rotation, as approved by the
shareholders in the 67^th Annual General Meeting held on
September 25, 2024.

• Mr. Rakesh Vohra (DIN: 00836463) was appointed as
Non-Executive Independent Director of the Company for
the first term of 5 (five) consecutive years w.e.f. August
07, 2024, not liable to retire by rotation, as approved by
the shareholders in the 67^th Annual General Meeting held
on September 25, 2024.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act,
2013 and the Articles of Association of the Company,
Mr. Varun Talwar (DIN: 00263984) and Mr. Anuj Talwar (DIN:
00628063) are liable to retire by rotation and being eligible,
offers themselves for re-appointment/appointment.

Details of the proposal for director seeking re-appointment
are mentioned in the annexure to the Explanatory Statement
of the Notice of 68^th Annual General Meeting. The Board
recommends his re-appointment to the members for their
approval.

REAPPOINTMENT OF INDEPENDENT DIRECTOR AND
JUSTIFICATION OF THE RE-APPOINTMENT

Mr. Tarun Singhal (DIN: 07056960) was appointed as an
Independent Director at the 63^rd AGM of the Company for
a term of five years and holds office up to September 24,
2025. He is aged 67 years. He holds B. Tech.(E.E.)- degree
from Indian Institute of Technology, Kanpur and is having rich
experience and knowledge.

Mr. Tarun Singhal meets the criteria of independence as per
provisions of Section 149(6) of the Companies Act, 2013.

The Board of Directors on the recommendation of the
Nomination and Remuneration Committee, recommends
the re-appointment of Mr. Tarun Singhal (DIN: 07056960)
as Independent Director, not liable to retire by rotation, for a
second term of five consecutive years w.e.f. September 25,
2025 to September 24, 2030.

As per the provisions of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and Secretarial
Standards, the details of to Mr. Tarun Singhal seeking re¬
appointment in the ensuing Annual General Meeting, are
provided in the Explanatory Statement annexed to the Notice
of the 68^th AGM.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS
UNDER SECTION 149(7)

The Independent Directors have furnished the necessary
declaration of Independence stating that they fulfill the criteria
of independence as per the provisions of Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI Listing
Regulations and are not disqualified to act as Independent
Directors.

They have also complied with requirements of Code for
Independent Directors prescribed in Schedule IV of the
Companies Act, 2013. The Board is of the opinion that
Independent Directors fulfill the independence requirement
in strict sense and are eligible to continue as Independent
Directors of the Company.

KEY MANAGERIAL PERSONNEL

As on date, Company has following Key Managerial Personnel
in compliance with the provisions of Section 203 of the
Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman & Managing Director

2. Mr. Anuj Talwar - Joint Managing Director

3. Mr. Manish Khanna - Chief Financial Officer

4. Mrs. Seema Narang - Company Secretary

All Directors, Key Managerial Personnel and senior
management have confirmed compliance with the Company’s
Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility
(CSR) policy which encompasses its philosophy and guides its
sustained efforts for supporting socially useful programmes for

welfare and sustainable development of the weaker sections
of the society.

The Company has contributed to several organisations namely
Armed Forces Flag Day Fund, The Earth Saviours Foundation,
Savera Association, Roshni Education Society, Sarvam
Foundation, NGO Sapna, Servants of the People Society, Venu
Charitable Society, Save The Girl, The Talwar Foundation,
Delhi Common Wealth Women’s Association, Guild for Service,
Indian Institute of Cerebral Palsy, Prabhat An Awakening, Ladli
Foundation, Akshaya Patra, Arya Samaj, Akhand Jyoti (in the
name of “Yugrishi shriram sharma Acharya Charitable Trust”),
People for Action, CRY, PM National Relief Fund, for fulfilling its
CSR obligations for the financial years 2024-25 and ensuring
compliance with provisions of Section 135 of the Companies
Act, 2013 and the rules made thereunder.

The amount of ' 129.01 Lacs was spent by the Company
during the financial year 2024-25 to fulfill its CSR obligations
and ensure compliance with the provisions of the Companies
Act, 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility) Rules, 2014 read
with various clarifications issued by Ministry of Corporate
Affairs, the Company undertakes activities as per the CSR
Policy (available on company’s website www.talbros.com)
and further details of the CSR activities are contained in the
Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT
Statutory Auditors

M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N),
Chartered Accountants, were re-appointed as Statutory
Auditors of the Company at 65th Annual General Meeting of
the Company held on September 25, 2022 for a second term
of 5 years to hold office till the conclusion of 70th AGM.

The Report given by M/s. J C Bhalla & Co., Chartered
Accountants, Statutory Auditors on the financial statements
(standalone as well as consolidated) of the Company for the
financial year 2024-25 is part of the Annual Report. There
has been no qualification, reservation or adverse remark or
disclaimer in their Report.

Annual Secretarial Audit Report and Compliance Report

Pursuant to Regulation 24A(2) of Listing Regulations, all
listed entities on annual basis are required to obtain Annual
Secretarial Compliance Report from Practicing Company

Secretary (PCS) on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder and
the said report is further required to be submitted to Stock
Exchanges within 60 days of the end of the financial year.

The Company engaged the services of Kiran Sharma & Co.,
Practicing Company Secretaries (Membership No. 4942 &
Certificate of Practice No. 3116) PCS and Secretarial Auditor of
the Company for providing this certification for 2024-25.

The Company has complied with the above said provisions
and Annual Secretarial Compliance Report for 2024-25 has
been submitted to the Stock Exchanges within stipulated time.

The Secretarial Audit Report for the Financial Year ended
March 31, 2025 under the Act, read with Rules made
thereunder and Regulation 24A (1) of the Listing Regulations
is set out in the Annexure - IV to this Report. There are no
qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report.

Appointment of Secretarial Auditors

In accordance with Section 204 of the Act read with Rule
9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the amended
provisions of Regulation 24A of the Listing Regulations,
the Board of Directors, on the recommendation of the
Audit Committee, has approved and recommended to the
Members, the appointment of Kiran Sharma & Co., Practicing
Company Secretaries (Membership No. 4942 & Certificate of
Practice No. 3116 and Peer Review Certificate No.: 1236/2021),
as Secretarial Auditors of the Company to hold office for a
term of Five years, from 2025-26 to 2029-30.

Kiran Sharma & Co., Practicing Company Secretaries, holds
peer review certificate issued by the Peer Review Board of
Institute of Companies Secretaries of India. The resolution
for seeking approval of the members of the Company for
the appointment of Kiran Sharma & Co., Practicing Company
Secretaries as the Secretarial Auditor is provided in the Notice
of the 68^th AGM along with relevant details.

Kiran Sharma & Co., Practicing Company Secretaries, has
consented to act as the Secretarial Auditors of the Company
and have confirmed that the appointment, if approved, would
be within the prescribed limits under the Act & relevant
Rules, and Listing Regulations. Kiran Sharma & Co. have also
affirmed that they are not disqualified from being appointed as
the Secretarial Auditors under the applicable provisions of the
Act, its Rules, and the Listing Regulations.

Pursuant to the provisions of Section 141 read with Section 148
of the Companies Act, 2013 and Rules made thereunder M/s.
Vijender Sharma & Co., Cost accountants (Firm Registration
No. 00180) were re-appointed as the Cost Auditors of the
Company for the financial year ending March 31, 2025
to conduct Cost Audit of the accounts maintained by the
Company in respect of the various products prescribed under
the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2023-24 issued
by M/s. Vijender Sharma & Co., Cost Accountants (Firm
Registration No. 00180) in respect of the various products
as prescribed under the Cost Audit Rules was filed in the
prescribed form with the Ministry of Corporate Affairs (MCA)
during the year.

The remuneration of Cost Auditors has been approved by the
Board of Directors on the recommendation of Audit Committee.
The requisite resolution for ratification of remuneration of Cost
Auditors by members of the Company has been set out in
the Notice of the ensuing Annual General Meeting. Further,
on the recommendation of the Audit Committee, the Board
of Directors have also re-appointed them as Cost Auditors for
financial year 2025-26, to conduct Cost Audit of the accounts
maintained by the Company in respect of the various products
prescribed under the applicable Cost Audit Rules.

Internal Auditors

In compliance with the provisions of Section 138 of the Act,
read with the Companies (Accounts) Rules, 2014, the Internal
Audit of various units of Company, for the financial year
2024-25 was carried out by the following Internal Auditors:

M/s. Mazars Advisory Private Limited, Gurgaon as the Internal
Auditors to conduct the Internal Audit for Gasket Division at
Faridabad and Forging Division at Bawal.

M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune as the
Internal Auditors to conduct the Internal Audit for Company’s
Plant at Pune.

M/s. Pant Ravi & Associates, Chartered Accountants as the
Internal Auditor to conduct the Internal Audit for Company’s
Plant at Sitarganj.

Further, the Board in their meeting held on May 26, 2025
has reappointed the existing Internal Auditors for conducting
Internal Audit for the financial year 2025-26.

The Company has formulated a process for risk management.
The Company has set up a core group of leadership team,
which identifies, assesses the risks and the trends, exposure
and potential impact analysis at different level and lays down
the procedure for minimisation of the risks.

Company has identified various strategic, operational and
financial risks which may impact company adversely; however,
management believes that the mitigation plans for identified
risks are in place and may not threaten the existence of the
Company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

DISCLOSURES
Board Meetings

During the Financial Year 2024-25, 4 (four) Board Meetings
were held on May 22, 2024, August 07, 2024, November 14,
2024, February 11, 2025, Details of the same are available
in the section ‘Meetings of the Board of Directors’ in the
Corporate Governance Report.

Audit Committee

During the Financial Year 2024-25, 4 (four) meetings of Audit
Committee were held on May 22, 2024, August 07, 2024,
November 14, 2024, February 11, 2025. Composition and other
details of the Audit Committee are available in the Corporate
Governance Report.

During the year under review, all the recommendations of the
Audit Committee have been duly considered and accepted by
the Board of Directors.

Nomination and Remuneration Committee

During the Financial Year 2024-25, 1 (One) meeting of the
Nomination and Remuneration Committee was held on July
31, 2024. Composition and other details of the Nomination
and Remuneration Committee are available in the Corporate
Governance Report.

Stakeholders’ Relationship Committee

During the Financial Year 2024-25, 4 (four) meetings of
Stakeholders’ Relationship Committee were held on May 22,

2024, August 7, 2024, November 14, 2024 and February 11,

2025. Composition and other details of the Stakeholder’s
Relationship Committee are available in the Corporate
Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2024-25, 2 (two) meetings of the
Corporate Social Responsibility Committee were held on
June 18, 2024 and January 09, 2025. Composition and other
details of the Corporate Social Responsibility Committee are
available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

The Board on the recommendation of the Nomination &
Remuneration Committee for selections and appointments of
Directors, senior management and decides their remuneration,
after reviewing their qualifications, positive attributes,
independence of Directors and board diversity.

Remuneration Policy of the Company is based on the
fundamental principles of payment for performance, potential,
growth and aligning remuneration with the longer term
interests of the Company and its shareholders, promoting a
culture of merit recognition and creating a linkage to corporate
and individual performance. The criteria for performance
evaluation of Directors cover the areas relevant to their
functioning as member of Board or its Committees thereof.
The manner in which the performance evaluation of the Board
and its Committees thereof, the Chairman and the Directors
individually has been carried out and has been explained in
the Corporate Governance Report.

The Remuneration Policy of the Company is available on
company’s website www.talbros.com.

Related Party Disclosures

Related party transactions are periodically reviewed and
approved by Audit committee and are also placed before the
Board for necessary approval. The Company has developed
standard operating procedures for the purpose of identification
and monitoring of such transactions as referred to in Section
188(1) of the Companies Act, 2013.

There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key

Managerial Personnel or other related parties which may have
a potential conflict with the interest of the Company at large.

SEBI had made a major recast of the regulatory processes on
related party transactions vide various Circulars mandating
“Prior” approval of shareholders for material related party
transactions from AGM to AGM basis. Therefore, the Board
has taken relevant approvals from the Audit Committee for
entering into the Related party transactions and the Board
of the Company also recommend Member’s approval for the
resolution regarding Material Related Party Transactions as
set out in the notice of AGM.

The contracts or arrangements of the Company with related
parties during the period under review were in ordinary course
of business and on arms’ length basis and in accordance with
the shareholders’ approval, wherever required. The Audit
Committee has also given the omnibus approval for the
transactions repetitive in nature in the first Board Meeting of
the Financial Year.

The Board has approved policy for related party transactions
in terms of provision of Regulation 23 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015
which is available on company’s website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or
arrangements with related parties referred to in sub-section (1)
of section 188 is attached as Annexure II.

Frauds reported during the year

No material frauds were reported for the period under review.

Statement containing salient features of the Financial
Statement of Subsidiaries/Associate Companies/Joint
Ventures

Statement pursuant to Section 129(3) of the Companies Act,
2013 related to Associate Companies and Joint Ventures as
on March 31, 2025 in Form AOC-1 is annexed to this Report
as Annexure V.

Conservation of energy, technology absorption, research
and development and foreign exchange earnings and
outgo

In accordance with the requirements of Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, statement showing particulars with
respect to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo are annexed
hereto as Annexure VI and form part of this report.

Particulars of remuneration of Employees

The ratio of remuneration of each director to the median
of employees’ remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is enclosed as Annexure -VII.

In accordance with the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees
are available with the Company. In terms of provisions of
Section 136(1) of the Act, any member intends to obtain a copy
of the said details may write to the Company Secretary and
Compliance Officer of the Company.

Public Deposits

There are no deposits outstanding as on March 31, 2025,
except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit
amounting to ' 2,37,000 remains unclaimed at the end of
financial year 2024-25 and the same is being transferred to
Investor Education and Protection Fund (IEPF).

There has been no default in repayment of deposits or
payment of interest thereon during the year.

No order with respect to depositors for extension of time for
repayment, penalty imposed has been received from National
Company Law Tribunal (NCLT)/National Company Law
Appellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of the
Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this Annual Report.

Listing of Shares

The Equity Shares of the Company are listed on the BSE
Limited (BSE), and National Stock Exchange of India Limited
(NSE).

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out
by M/s KFin Technologies Limited (earlier Kfin Technologies

Private Limited), Registrar and Share Transfer Agent from the
following address:-

Selenium Building, Tower-B, Plot No 31 & 32,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddi, Telangana India - 500032

Corporate Governance

A Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as per
the requirement of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, is enclosed as Annexure
VIII and is part of this Report.

The Board of Directors support the concept of Corporate
Governance and having regard to transparency,
accountability and rationale behind the decisions have made
proper disclosures separately under the heading “Report
on Corporate Governance” which forms part of this Annual
Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed
to provide an environment, which is free of discrimination,
intimidation and abuse.

The Company has put in place a policy on redressal of
Sexual Harassment and a Policy on redressal of Workplace
Harassment as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“Sexual Harassment Act”). As per the policy, any employee
may report his/her complaint to the Redressal Committee
formed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at
the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the object of providing a safe working environment, where
employees feel secure. The Company has also constituted
an Internal Complaints Committee to inquire into complaints
of sexual harassment and recommendation for appropriate
action. Policy regarding Sexual Harassment at Work Place is
available at the Company website i.e. www.talbros.com.

The Annual Report of the Internal Complaints Committee of the
Company pursuant to Section 21 of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules framed thereunder for the year ended
December 31, 2024 has duly been filed with the office of
District Officer.

The Internal Complaints Committee of the Company had been
reconstituted during the year under review. The composition
of the Committee is as under:-

No complaints have been filed/disposed of/pending during
the financial year ended March 31, 2025.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and
Employees to report genuine concerns has been established.

Details of establishment of Vigil Mechanism/Whistle Blower
are disclosed in the Corporate Governance Report.

The policy on Vigil Mechanism is available on Company’s
website at www.talbros.com

In exceptional circumstances or issues related to reprisal,
retaliation, victimisation of any Whistle Blower, the employee
shall have direct access to Ms. Priyanka Gulati - Chairperson
of the Audit Committee.

During the year under review, no employee was denied
access to the system to report any grievance.

No complaints/ grievances were received from any employee
during the year under review.

Details of significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impacts the going concern status
and Company’s operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI).

Annual Return

In compliance with the provisions of Section 92(3) read with
Section 134 (3)(s) of the Companies Act, 2013, the annual return
of the Company for the financial year 2024-25 in prescribed
form is placed on Company’s website www.talbros.com.

Details of application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016

Neither an y application has been mad e n or any proceed ing
is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

There is no such instance of difference in valuation as the
Company has not done one-time settlement with any Bank or
Financial Institution.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
and that no material departure was made for the same;

b) That Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit
of the Company for the period ended on March 31, 2024;

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

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

e) That Directors had devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;

f) That the directors have laid down internal financial control
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

Your Directors gratefully acknowledge the support given by
our customers, shareholders, financial institutions and banks
and all other stakeholders and we look forward to their
continued support.

Your Directors place on record their appreciation for the
contribution made by the Company’s employees at all levels.
Your Company’s growth was made possible by their hard
work, solidarity, cooperation and support.

For and on behalf of the Board

Sd/- Sd/-

Umesh Talwar Anuj Talwar

Place: Gurugram Vice Chairman & Managing Director Joint Managing Director

Date: May 26, 2025 (DIN: 00059271) (DIN: 00628063)