Market
BSE Prices delayed by 5 minutes... << Prices as on Oct 17, 2025 >>  ABB India  5198.7 [ -0.23% ] ACC  1832.7 [ -1.43% ] Ambuja Cements  563.5 [ -1.05% ] Asian Paints Ltd.  2507.65 [ 4.09% ] Axis Bank Ltd.  1200.15 [ 0.33% ] Bajaj Auto  9150.5 [ 0.01% ] Bank of Baroda  264.35 [ -0.66% ] Bharti Airtel  2011.95 [ 2.28% ] Bharat Heavy Ele  232.7 [ -1.44% ] Bharat Petroleum  335.65 [ -0.04% ] Britannia Ind.  6080.1 [ 0.92% ] Cipla  1577.8 [ 0.58% ] Coal India  388.7 [ 0.31% ] Colgate Palm.  2295.75 [ 0.46% ] Dabur India  508.6 [ 1.69% ] DLF Ltd.  768.2 [ -0.13% ] Dr. Reddy's Labs  1256 [ 1.29% ] GAIL (India)  177.55 [ -0.95% ] Grasim Inds.  2838.6 [ -0.73% ] HCL Technologies  1487.4 [ -1.84% ] HDFC Bank  1002.5 [ 0.83% ] Hero MotoCorp  5593.4 [ 0.27% ] Hindustan Unilever L  2604.75 [ 1.70% ] Hindalco Indus.  772.35 [ -0.99% ] ICICI Bank  1436.7 [ 1.38% ] Indian Hotels Co  735.5 [ -0.32% ] IndusInd Bank  751.45 [ 1.65% ] Infosys L  1441.3 [ -2.14% ] ITC Ltd.  412.1 [ 1.74% ] Jindal Steel  1007.8 [ -1.46% ] Kotak Mahindra Bank  2205.5 [ -0.02% ] L&T  3839.1 [ -0.59% ] Lupin Ltd.  1938.85 [ -0.60% ] Mahi. & Mahi  3648.45 [ 2.45% ] Maruti Suzuki India  16399.9 [ 0.64% ] MTNL  41.57 [ -1.31% ] Nestle India  1289 [ 0.98% ] NIIT Ltd.  105.1 [ -0.94% ] NMDC Ltd.  74.89 [ -1.33% ] NTPC  341 [ -0.13% ] ONGC  247.7 [ -0.26% ] Punj. NationlBak  113.75 [ -2.02% ] Power Grid Corpo  289.65 [ -0.74% ] Reliance Inds.  1416.95 [ 1.35% ] SBI  889.35 [ 0.28% ] Vedanta  474 [ -1.05% ] Shipping Corpn.  225.05 [ -1.66% ] Sun Pharma.  1679.1 [ 1.17% ] Tata Chemicals  903.1 [ -1.98% ] Tata Consumer Produc  1166.2 [ 1.47% ] Tata Motors Passenge  396.55 [ -0.10% ] Tata Steel  172.25 [ -1.03% ] Tata Power Co.  397.75 [ -0.30% ] Tata Consultancy  2962.6 [ -0.28% ] Tech Mahindra  1447.55 [ -1.12% ] UltraTech Cement  12362.25 [ 0.05% ] United Spirits  1360.7 [ 0.14% ] Wipro  240.85 [ -5.08% ] Zee Entertainment En  105.4 [ -3.61% ] 
Talbros Engineering Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 317.28 Cr. P/BV 2.06 Book Value (Rs.) 304.13
52 Week High/Low (Rs.) 706/485 FV/ML 10/1 P/E(X) 15.73
Bookclosure 23/09/2025 EPS (Rs.) 39.73 Div Yield (%) 0.40
Year End :2025-03 

The Directors have pleasure in presenting 39th 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 31st March, 2025.

FINANCIAL RESULTS:

(' in Lacs)

Particulars

Year Ended
31st March,
2025

Year Ended
31st March,
2024

Revenue from Operations

- Sale of Products

43,026

39,307

- Other Operating revenues

1,583

1,696

Total Revenue from Operations

44,609

41,003

Other Income

43

62

Total Income

44,652

41,065

Profit before Interest, Depreciation & Tax

5,022

4,366

Less: Interest

1,176

958

Depreciation

1,125

997

Exceptional Items

NIL

NIL

Profit Before Tax and After Exceptional Items

2,721

2,411

Less: Previous Year adjustments

2

7

Provision for current year income-tax

560

597

Provision for Deferred Tax

142

24

Net Profit after tax

2,017

1,783

Net profit after tax and adjustments

2,017

1,783

Other Comprehensive Income

- Items that will not be classified to profit or loss

3

6

- Items that will classified to profit or loss

NIL

NIL

Total Income

2,020

1,789

EPS (Basic)

39.78

35.24

EPS (Diluted)

39.78

35.24

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of
'44,609 Lakhs in this financial year ended on 31st March, 2025
as against '41,003 Lakhs for the previous financial year. The
net profit after tax for this year is '2,017 Lakhs as compared to
'1,783 Lakhs for the previous financial year.

Reserves & Surplus as on 31st March, 2025 stand at '14,938
Lakhs as against the paid-up capital of '508 Lakhs.

DIVIDEND:

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
Authorised Share Capital:

As on March 31, 2025, the Authorised Share Capital of the
Company stood at '5,10,00,000/- (Rupees Five Crore and Ten
Lakh only) divided into 51,00,000 Equity Shares of '10/- each.
Paid-up Share Capital:

As on March 31, 2025, the Paid-up Equity Share Capital of
the Company stood at '5,07,65,040/- (Rupees Five Crore
Seven Lakh Sixty-Five Thousand and Forty only) comprising
of 50,76,504 Equity Shares of '10/- each.

During the year under review, there is no change in Authorised,
Subscribed, Issued and paid-up capital of the Company and
the Company has not issued any Shares with differential rights,
bonus shares, sweat equity shares and Debentures/bonds.

TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND/ SHARES
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 has
transferred an amount of '1,33,906/- (Rupees One Lakh Thirty-
Three Thousand Nine Hundred Six Only) towards the unclaimed
and unpaid dividend and 13,685 shares for the financial year
2016-17 as no dividend was declared for that period. The details
are provided on our website
www.talbrosaxles.com.

The Company has appointed Mr. Divam Mittal, Company
Secretary and Compliance Officer as Nodal Officer of the
Company w.e.f November 11,2024. The details of Nodal officer
are accessible at
www.talbrosaxles.com. However, he has
tendered his resignation from the office of Company Secretary
and Compliance Officer and Nodal Officer of the Company w.e.f.
30th June, 2025.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System
commensurate with the size, scale and complexity of its
operations. To maintain the objectivity and independence,
the Internal Audit team reports to the Chairman of the Audit
Committee of the Board and to the 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
2024-25 stands at '7,698 Lakhs as against '5,614 Lakhs in
the previous fiscal.

BORROWINGS:

The Company's consolidated borrowings as on March 31,
2025 was '13,209 Lakhs as against '11,253 Lakhs as at
March 31,2024.

CREDIT RATING:

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

Facilities

Earlier Rating

Revised/ Re-affirmed
Rating

(Long Term Bank
Facilities)

Long Term Ratings

CARE A-; Stable

CARE A-; Stable (Single
A Minus; Outlook:Stable)
(reaffirmed)

(Short Term Bank
Facilities)

Short Term Ratings

CARE A-; Stable /
CARE A2

CARE A-; Stable / CARE
A2 (Single A Minus;
Outlook: Stable / A Two
Plus)
(reaffirmed)

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES:

During the year under review, the Company has no subsidiary,
joint ventures or associate company.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The Board of Directors consists of executive and non¬
executive directors including independent directors who
have wide and varied experience in different disciplines of
corporate functioning.

Mr. Ankush Jindal, Executive Director is liable to retire by
rotation and being eligible offers himself for re-appointment.
Your Director's 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. Manoj Kumar Chauhan, Chief
Financial Officer and Mr. Divam Mittal, Company Secretary.
*However, Mr. Divam Mittal has resigned from the position of
Company Secretary, Compliance Officer and Nodal Officer of
the company w.e.f. June 30, 2025.

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.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) 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.

COMPOSITION OF COMMITTEES

The following Committees constituted by the Board function
according to their respective roles and defined scope:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Corporate Social Responsibility Committee;

(d) Stakeholders' Relationship Committee;

Details of composition, terms of reference and number of
meetings held in FY25 for the aforementioned committees are
given in the Report on Corporate Governance, which forms
a part of this Report. Further, during the year under review,
all recommendations made by the various committees have
been considered and accepted by the Board.

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.

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 2024-25.
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 Committee, 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.

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, 2025 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, 2024 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 Obligations and 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 20th May, 2025. 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.

INTERNAL AUDITORS:

Pursuant to section 138 of the Companies Act, 2013,
the Company has appointed M/s G R A B & Associates,
Chartered Accountants as Internal Auditors of the Company
for financial year 2024-25.

They have performed the duties of Internal Auditors of the
Company, satisfactorily, and their report for financial year
2024-25 was placed before the Audit Committee and Board
of Directors.

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 22nd August, 2022, till
the conclusion of 41st Annual General Meeting to be held in
year 2027.

The Statutory Auditors Report for Financial Year 2024-25
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
31st March, 2025. 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 and 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
31st March, 2025 is being attached with the Director's Report
as
Annexure - A 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 and 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.

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 sub¬
section 12 of Section 143 of Companies Act, 2013.

SECRETARIAL COMPLIANCE REPORT

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

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,
2025.

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 Auditor's Certificate received from
M/s Anuj Gupta and Associates dated August 07, 2025 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. Manoj
Kumar Chauhan, 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

S.

No.

Name of Director

Designation/ Nature of
Directorship

Number of meetings of
CSR Committee held
during the year

Number of meetings of CSR
Committee attended during
the year

1

Mr. Vijay Kumar Sharma

Executive Director
(Chairman of Committee)

2

2

2

Mr. Kuldeep Singh Bhalla

Independent Director
(Member of Committee)

2

2

3

Mrs. Seema Sethi

Independent Director
(Member of Committee)

2

2

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/board-of-directors/
CSR Policy: https://talbrosaxles.com/pdf/csr-policy.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. (a) Average net profit of the Company as per

Section 135(5): ?3021.5 Lakhs

(b) Two percent of average net profit of the
Company as per section 135(5): ?
60.43 Lakhs

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

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

(e) Total CSR obligation for the financial year
[(5b) (5c) - (5d)]: ?
60.43 Lakhs

6. (a) Amount spent on CSR Projects (both Ongoing

Project and other than Ongoing Project): ?60.90
Lakhs

(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if
applicable:
Not Applicable

(d) Total amount spent for the Financial Year
(a b c): ?
60.90 Lakhs

(e) CSR Amount spent or unspent for the financial
year:

Total Amount
spent for the
Financial Year
(In ' Lakhs)

Amount Unspent (In ')

Total Amount transferred to Unspent
CSR Account as per section 135(6)

Amount transferred to any fund specified under Schedule
VII as per second proviso to section 135(5)

Amount

Date of Transfer

Name of the Fund

Amount

Date of transfer

60.90

NIL

NA

NA

NIL

NA

(f) Excess amount for set off, if any:

S. No.

Particular

Amount (In ' Lakhs)

(i)

Two percent of average net profit of the Company as per section 135(5) of the Act.

60.43

(ii)

Total amount spent for the Financial Year

60.90

(iii)

Excess amount spent for the Financial Year[(ii)-(i)]

0.47

(iv)

Surplus arising out of the CSR projects or programmes or activities of the previous
financial years, if any.

NIL

(v)

Amount available for set off in succeeding financial year [(iii) - (iv)].

0.47

7. Details of unspent CSR amount for the preceding three financial years:

Sl.

No.

Preceding
Financial Year

Amount transferred to
Unspent CSR Account
under section 135(6)
(In
')

Amount spent in the
reporting Financial Year
(In
' Lakhs)

Amount transferred to any fund
specified under Schedule VII as
per section 135(6), if any

Amount remaining to be
spent in succeeding
financial years (In ')

Name of
the fund

Amount
(In '

Date of
Transfer

1

2023-24

NIL

NIL

NA

NIL

NA

NIL

2

2022-23

NIL

NIL

NA

NIL

NA

NIL

3

2021-22

NIL

NIL

NA

NIL

NA

NIL

8. Whether any capital assets have been created or acquiree
spent in the financial year: No

If yes, enter the number of capital assets created / acquired:

Furnish the details relating to such asset (s) so created or acquired through Corporate Social Responsibility
amount spent in the Financial Year: NA

(a)

Short particulars of the property or asset(s)

[including complete address and location of the property]

(b)

Pincode of the property or asset(s)

(c)

Date of creation or acquisition of the capital asset(s).

Not Applicable

(d)

Amount of CSR spent for creation or acquisition of capital asset.

(e)

Details of the entity/Authority/beneficiary of the registered owner including their CSR
Registration No., if applicable, Name and Registered address etc.

9. Specify the reason(s) if the Company has failed to spend two percent of the average net profit as per Section
135(5):

Not applicable. The Company has spent and utilised the entire CSR fund during the financial year under review.
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 EX¬
CHANGE 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 - C 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

Name of the Director

Designation

Remuneration paid

Ratio to median
remuneration

Mr. Vijay Kumar Sharma

Executive Director

14.77

6.23

Mr. Ankush Jindal

Executive Director

12.98

5.48

Mr. Kuldeep Singh Bhalla

Independent Director

0.15

Only Sitting fees paid

Mrs. Seema Sethi

Independent Director

0.15

Only sitting fees paid

Mrs. Shashi Khurana

Independent Director

0.15

Only sitting fees paid

Mr. Sarabjeet Singh

Independent Director

0.15

Only sitting fees paid

(b) Percentage increase in remuneration of Directors and KMPs (Amount in ' Lacs)

Name of the Director/
KMP

Designation

Remuneration for
the year ended
2024-25

Remuneration for
the year ended
2023-24

% change during
the year

Mr. Vijay Kumar Sharma

Executive Director

14.77

13.95

5.89

Mr. Ankush Jindal*

Executive Director

12.98

4.97

161.17

Mrs. Seema Sethi*

Independent Director

0.15

0.10

50.00

Mrs. Shashi Khurana

Independent Director

0.15

0.10

50.00

Mr. Kuldeep Singh Bhalla

Independent Director

0.15

0.10

50.00

Mr. Sarabjeet Singh

Independent Director

0.15

0.10

50.00

Mr. Kanwar Pal Pawar*

CFO

3.73

5.36

(30.41)

Mr. Manoj Kumar Chauhan*

CFO

2.11

NIL

100.00

Mr. Anuj Gupta*

Company Secretary

1.61

1.72

(6.40)

Mr. Divam Mittal*

Company Secretary

2.60

NIL

100.00

*Mr. Ankush Jindal has been appointed as an Executive Director of the Company w.e.f. 01s November, 2023

*Mrs. Seema Sethi has been appointed as a Non-Executive Independent Director of the Company w.e.f. 01stApril, 2024

*Mr. Kanwar Pal Pawar has tendered his resignation from the office of Chief Financial Officer (CFO) and Mr. Manoj Kumar Chauhan

has been appointed as new Chief Financial Officer (CFO) w.e.f. 11th November, 2024

*Mr. Anuj Gupta has tendered his resignation from the office of Company Secretary (CS) w.e.f 14th August, 2024 and Mr. Divam Mittal
has been appointed as new Company Secretary (CS) w.e.f. 11th November, 2024

(c) The median remuneration of the employees has increase by 4.44% in 2024-25 as compared to 2023-24.

(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 over a period of time and also industry trend.

(e) Number of permanent employees on the rolls of the Company.

Financial Year

No. of Employees

2024-25

238

2023-24

223

(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.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2024-25 being attached with the Directors Report as Annexure - D.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBI¬
TION 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 9th 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 for the 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/-

Vijay Kumar Sharma Ankush Jindal

Executive Director Executive Director

DIN: 06394784 DIN: 03634690

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

Faridabad, Haryana Faridabad, Haryana

Place: Faridabad
Date: 07th August, 2025


 
KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting
 
Charts are powered by TradingView.
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by