The Directors have pleasure in presenting 38^th Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31^st March 2024.

FINANCIAL RESULTS:

f? in Lacsl

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of ?41,003 Lakhs in this financial year ended on 31^st March, 2024 as against ?44,417 Lakhs for the previous financial year. The net profit after tax for this year is ?1,783 Lakhs as compared to ?2,793 Lakhs for the previous financial year.

Reserves & Surplus as on 31^st March, 2024 stand at ?13,048 Lakhs as against the paid-up capital of ?508 Lakhs.

DIVIDEND:

Considering the financial performance, the Board of Directors, at its meeting held on 8^th November, 2023 has paid an interim dividend of ?1.50/- per share during the financial year 2023-24.

Further, The Board of Directors of your Company is pleased to recommend a final dividend of ?2.50/- per equity share of the face value of ?10/- each (@25%), payable to those shareholders whose name appear in the Register of Members

as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of the shareholders of the Company at the ensuing Annual general meeting (AGM) of the Company.

TRANSFER TO GENERAL RESERVE:

Your directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 was ?507.65 Lakhs comprising of 50,76,504 Equity Shares of ?10/- each. There is no change in Authorised, Subscribed, Issued and paid-up capital of the Company during the year under review and the Company has not issued any Shares with differential rights, bonus shares, sweat equity shares and Debentures/ bonds.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven (7) years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company is not required to transferred the unclaimed and unpaid dividend and shares for the financial year 2015-16 as no dividend was declared for that period. The details are provided on our website www.talbrosaxles.com.

The Company has appointed Mr. Anuj Gupta, Company Secretary and Compliance Officer as Nodal Officer of the Company w.e.f 1^st November, 2023. The details of Nodal officer are accessible at www.talbrosaxles.com.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 “OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT”

No matters of actual or alleged fraud have been reported by the Statutory Auditors and Secretarial Auditors under subsection 12 of Section 143 of Companies Act, 2013.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited where your Company's shares are listed.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s G R A B & Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2023-24. To maintain the

objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/ COO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales of the Company during the financial year 2023-24 stands at ?5,614 Lakhs as against ?6,460 Lakhs in the previous fiscal.

BORROWINGS:

The Company’s consolidated borrowings as on 31^st March, 2024 was ?11,253 Lakhs as against ?10,122 Lakhs as at 31^st March, 2023.

CREDIT RATING:

CARE Ratings Limited has re-affirmed the ratings of your Company as per below given details and outlook on the longterm rating is stable.

SUBSIDIARIES:

The Company is not having any subsidiary company.

BOARD OF DIRECTORS:

During the year, Mr. Ankush Jindal has been appointed as a Whole Time Director (Designated as an Executive Director), due to completion of tenure of Mr. Sanjay Sharma as Whole Time Director (Designated as an Executive Director) of the Company with effect from November 01, 2023 and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 29^th September, 2023.

During the year, Mrs. Seema Sethi (DIN: 07133329), has been appointed as Independent Woman Director of the Company due to completion of tenure of Mr. Sunil Kumar as Independent Director of the Company for a second term of 5 (five) consecutive years from 1^st April, 2024 to 31^st March, 2029 and the said appointment has been confirmed by the shareholders in Annual General Meeting held on 29®¹ September, 2023.

Mr. Ankush Jindal, Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re-appointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the

year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Ankush Jindal, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officerand Mr.Anuj Gupta, Company Secretary.

COMPOSITION OF COMMITTEES

The Composition of all Committees formed by the Board and changes during the year under review is provided in Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company as required under Schedule-IV of the Companies Act, 2013 and Listing Regulations has made arrangements to facilitate the Independent Directors to familiarize with the operations of the Company, their roles, rights, responsibilities as Directors of the Company considering the nature of the Industry in which the Company operates, business model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance:

The directors confirm that

(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure

to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149 of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have included their name in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (five) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, and as per Guidance Notice issued by SEBI, the Board has carried out annual performance evaluation for Financial Year 2023-24.

Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered / evaluated the Boards' performance, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

REGISTERED OFFICE

The Registered Office address of the Company is Plot No. 7475-76, Sector 6, Faridabad, Haryana - 121006.

POLICY OF DIRECTORS’APPOINTMENT AND REMUNERATION:

The Company’s policy on director's appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director as Chairman. During the year 4 (four) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report. Mrs. Seema Sethi has been appointed as member of Committee due to Completion of tenure of Mr. Sunil Kumar as a Non-Executive Independent Director of the Company w.ef. April 01, 2024.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (Three) Non-Executive Directors. During the year 4 (four) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mrs. Seema Sethi has been appointed as member of Committee due to Completion of tenure of Mr. Sunil Kumar as a Non-Executive Independent Director of the Company w.ef. April 01, 2024.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility consists of 2 (Two) NonExecutive Directors and 1 (One) Executive Director. During the year 2 (Two) meetings have been held. The key areas of Committee have been detailed in Corporate Governance Report. Mrs. Seema Sethi has been appointed as member of Committee due to Completion of tenure of Mr. Sunil Kumar as a Non-Executive Independent Director of the Company w.e.f. April 01, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

ANNUAL RETURN

The extracts of the Annual Return of the Company in Form MGT-9, as they stood on the close of the financial year i.e.

March 31, 2024 is furnished in Annexure-D and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Companies Act, 2013, in Form MGT-7, as they stood on the close of the financial year i.e. March 31, 2023 is uploaded on the website of the Company at website www.talbrosaxles.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on Related Party Transactions which can be accessed on Company’s website www.talbrosaxles.com. The said policy has been reviewed by the Audit Committee in their meeting held on 19th May, 2023. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All Related Party Transactions have been placed before the Audit Committee for approval. A Statement containing the details of all Related Party Transactions has been placed before the Audit Committee for its review on a quarterly basis. Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 related party transactions are reported to stock exchange on a half-yearly basis.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

M/s Rakesh Raj & Associates, Chartered Accountants (Firm registration number 005145N) was appointed as Statutory

Auditors of the Company to hold the office from the conclusion of 36th Annual General Meeting held on 22^nd August, 2022, till the conclusion of 41^st Annual General Meeting to be held in year 2027.

The Statutory Auditors Report for Financial Year 2023-24 on the financial statement of the Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended on 31^st March, 2024. The observations of the Statutory Auditors are self-explanatory and therefore Directors don’t have any further comments on the same.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s Anuj Gupta & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31^a March, 2024 is being attached with the Director's Report as Annexure-B which is self explanatory and needs no comments.

Pursuant to amendments in Listing Regulations read with SEBI circular NO. LIST/COMP/14/2018 dated June 20, 2018, a certificate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report.

SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08*¹ February, 2019, in addition to the secretarial audit, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure - C

COMPLIANCE OF SECRETARIAL STANDARDS

The Company complied with all applicable Secretarial Standards.

COST AUDITOR’S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The Company has formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company.

The code inter alia contains the formalities / pre clearance required for dealing in company’s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2024.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor’s Certificate dated 08th August, 2024 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director’s Report.

Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.

Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.

CORPORATE SOCIAL RESPONSIBILITY:

Annual Report on CSR Activities

1. Brief Outline of CSR Policy of the Company

Talbros Engineering Limited (TEL) reaffirms its commitment towards high social, ethical and environmental standards since its inception. TEL believes that an organization should make all decisions considering the social and

environmental consequences. The Corporate Social Responsibility (CSR) Committee identifies the areas for allocating expenditures in line with the budget allocated.

The Schedule VII of the Act lays down the framework and modalities of carrying out CSR activities. Therefore, the Company has to formulate a policy for the welfare and sustainable development of the society, while meeting the interest of the shareholders.

Our Company TEL has also established a Talbros Charitable Trust in early 80’s so as to ensure help to the needy and poor people. Every year the trust donates generously to the needy people.

Objective

The CSR Policy covers both existing and proposed activities to be undertaken by TEL within the meaning of section 135 of the Act read with schedule VII and rules made thereunder including any amendments/ modifications/additions thereof. The major sectors where TEL expands its hands under CSR are as follows:

a) Contributing to the Non-profit organisations engaged in promoting Organ Donations activities.

b) To create equitable opportunities for the under privileged children of the society.

c) Improving health care with the help of modern medical equipment.

d) Establishing modern health care facilities in villages.

e) Contributing to the non-profit organisations indulged in rendering of free services including lab testing, dispensary and emergency services.

f) Relief during natural disasters.

g) Career Counselling programs for the under privileged students.

h) Contribution for COVID-19 directly / through any implementing agencies

The Company is committed to discharging its social

responsibility as a good corporate citizen and to facilitate

good education and medical facilities to the required citizens

in society.

2. Composition of CSR Committee

3. Web links where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company

Composition: https://talbrosaxles.com/pdf/composition-committees17.pdf

CSR Policy: https://talbrosaxles.com/pdf/csr-policv.pdf

CSR Projects: https://talbrosaxles.com/about-

us/#sustainabilitv

4. Details of Impact assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014:

The provisions of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL

6. Average net profit of the Company as per Section 135(5): ?27.04 Crores

7. (a) Two percent of average net profit of the

Company as per section 135(5): ?54.07 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

(c) Amount required to be set off for the financial year, if any: NIL

(d) Total CSR obligation for the financial year (7a 7b 7c): ?54.07 Lakhs

8. (a) CSR Amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent in Impact Assessment, if applicable: NIL

(f) Total amount spent for the Financial Year (8b 8c 8d 8e): ?54.Q8 Lakhs

(g) Excess amount for set off, if any: NIL

9. (a) Details of unspent CSR amount for the preceding three financial years:

(b) Details of CSR amount spent in the financial year for ongoing projects for the preceding financial year(s):

Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

No capital asset was created / acquired for fiscal 2021 through CSR spend.

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

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors’ Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board's Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board’s Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company

(Amount in ? Lacs

*Remuneration paid to Mr. Sanjay Sharma is upto 31^st October, 2023 and remuneration paid to Mr Ankush Jindal is for the period 01.11.2023 to 31.03.2024

(b) Percentaae increase in remuneration of Directors and KMPs (Amount in ? Lacs)

*Mr. Ankush Jindal has been appointed as a Whole time Director (designated as an Executive Director) of the Company w.e.f. 01^s1 November, 2023 due to completion of tenure of Mr Sanjay Sharma as an Executive Director of the Company on 31.10.2023. The percentages has been calculated on the basis of remunerations paid in line with the tenure of appointments.

(c) The median remuneration of the employees has increase by 8.58% in 2023-24 as compared to 2022-23.

(d) The annual average increase in the salaries of employees other than managerial personnel during the last financial year was around 6%. The increment given to each individual employee is based on the employees' potential, experience as also their performance and contributions to the Company’s progress overa period of time and also industry trend.

(e) Number of permanent employees on the rolls of the Comnanu

(f) We affirm that the remuneration paid to Directors, Key Managerial Personnel’s and employees is as per the remuneration policy of the Company.

(g) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.

UNCLAIMED SHARE SUSPENSE ACCOUNT

During Company has a Share Suspense Account with SMC Global Securities Limited holding unclaimed bonus equity shares of the Company.

During the year, the Company has not received any request for claiming shares. Following is the reconciliation of the same:

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2023-24 being attached with the Directors Report as Annexure - D.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

OTHER DISCLOSURES:

1. There is no application or proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year.

2. There is no difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from Bank or Financial Institution.

3. During the year under review, the Company has not done any buy back of equity shares.

4. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, right issue, preferential issue etc. is not applicable to the Company.

5. There was no instance of non-compliance by the Company on any matters relating to capital markets; nor was there any penalty/ strictures imposed by the Stock Exchange or SEBI or any other statutory authority on such matters during the last three years.

6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2021, as such no disclosure is required in this regard.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation forthe overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board

Sd/- Sd I-

Vijay Kumar Sharma Ankush Jindal

Executive Director Executive Director

DIN: 06394784 DIN: 03634690

Rio H. No. 309, Sector 3, R/o H. No. 37, Sector 55

Faridabad, Haryana Faridabad, Haryana

Place: Faridabad Date: 08^th August, 2024

1

Mrs. Seema Sethi (DIN: 07133329), has been appointed as a Non-Executive Independent Director w.e.f. April 01,2024 in place Mr. Sunil Kumar (DIN: 03619831) due to completion of his tenure of appointment as an Independent Director.