Your Directors have pleasure in presenting their 30th Annual Report together with the
Audited Accounts of the Company for the Year ended March 31,2024.

FINANCIAL HIGHLIGHTS: (Rs.in lakhs)

STATE OF COMPANY AFFAIRS:

During the year under review your Company has made NIL operations. Your Directors are looking for
various avenues and strategies to come with the operations of the Company and hopeful that in the
coming years the Company will perform well.

DIVIDEND:

Due to non availability of profits, your Directors do not recommend any dividend for the financial year 31 st March 2024

SHARE CAPITAL:

During the Financial Year there is no change in the Share Capital of the Company
FINANCE:

Cash and cash equivalents as at March 31,2024 was Rs.88,000 /- The company continues to focus on
judicious management of its working capital, Receivables, inventories and other working capital
parameters were kept under strict check through continuous monitoring.

AMOUNT TRANSFERRED TO RESERVES: NIL

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any dues to be transferred to investor education and protection fund.
CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st
March, 2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate and the
date of this Report.

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

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section
186 of the Companies Act,2013. Investments made by the company is nil as on 31.03.2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined in
the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in
their respective areas and there by strengthen the controls. Significant audit observations and
recommendations along with corrective actions there on are presented to the Audit Committee
of the Board.

CSR Committee

As the company does not fall within the ambit of sec 135, it is not mandatory for the company
to constitute cSr committee and expend towards CSR policy.

Loan from Director

During the financial year under review your Company has availed Rs. 3,26,000/- by way of
unsecured loan from directors of the Company.

CONSERVATION OF ENERGY:

a) Company ensures that the operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not
quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this
information in Form A annexed to the aforesaid Rules, the question of furnishing the same
does not arise.

TECHNOLOGY ABSORPTION:

Company's products are manufactured by using in-house know how and no outside
technology is being used for manufacturing activities. Therefore no technology absorption is
required. The Company constantly strives for maintenance and improvement in quality of its
products and entire Research & Development activities are directed to achieve the aforesaid
goal.

FOREIGN EXCHANGE EARNINGS AND OUT- GO :

During the year there were NIL foreign exchange for current and previous year.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

DIRECTORS:

The following are the directors of the company as on the date of the director's report.

The Board now recommends for re-appointment of Ms. Kanchan Samdaria (DIN 07240203) for
directorship liable to retire by rotation. Independent director have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Regulations of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an evaluation of
its own performance, the directors individually as well as the evaluation of the working of its Audit,

The manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.

Appointment & Remuneration Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the financial year, Board met 5 times i.e. on 16-05-23, 12-08-23, 04-09-23, 13-11-23,
and 13-02-24

During the financial year, Audit Committee met 4 times i.e. on 16-05-23, 12-08-23, 13-11-23, and
13-02-24, The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors 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 or loss of the Company for the
year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

RELATED PARTY TRANSACTIONS

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 the business. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large.

JOINT VENTURES, ASSOCIATES & SUBSIDIARY COMPANIES:

The Company does not have any Associates, Joint Ventures or subsidiary Companies.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and all employees in the course of day to day business operations of the company. The
Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors
of any form and the Board has laid down the directives to counter such acts. The code laid down by
the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code
has been posted on the Company's website www.turnerindustriesltd.co.in

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any, in staying true to our values of Strength,

Performance and Passion and in line with our vision of being one of the most respected companies
in India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and
also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading insecurities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code .All Board
Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:

M/s A John Moris & Co, Chartered Accountants having Firm Registration No. 007220S, Chennai are the
statutory auditors of the Company till the conclusion of 34^th AGM on such remuneration as may be
fixed in this behalf by the board of directors of the company in consultation with them.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed
M/s. HPN & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as “Annexure B”.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self
explanatory and hence ,do not call for any further comments under Section 134 of the Companies Act,
2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report from M/s. HPN & Associates, Company Secretaries.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report from the Practicing company secretary. The following observations have
been made in the report:

a. The Company did not comply with Rule 13 of the Companies (Accounts) Rules, 2014 for
the appointment of Internal Auditor.

b. As per Section 177 of Companies Act, 2013 and rules made thereunder the company did
not complied with the minimum requirement of independent directors to constitute the
Audit Committee.

c. The Company did not appoint a Full Time Company Secretary.

Management Response:

The management concentrated on reviving the business prospects of the company. Hence, the
company was unable to appoint an internal auditor. Also, as there are no major / material transactions
taking place in 2023-24, the internal auditor has not been appointed by the Company. However, the
company is taking necessary steps to identify an internal auditor.

As per the provisions of Sec 149, 1/3rd of the total directors (i.e. 1 out of the total of 4 directors) has
been appointed as independent director. Since there is only one independent director, that
independent director has been nominated as the member of the Audit committee.

Reports are posted in website as and when filed and generated.

EXTRACT OF ANNUAL RETURN:

The Annual return can be accessed in the website i.e www.turnerindustriesltd.co.in.

BUSINESS RISK MANAGEMENT:

As the constitution of Risk management committee is optional, the company has not constituted risk
management committee. At present the company has not identified any element of risk which may
threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be
provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to
the members and others entitled thereto, excluding the information on employees' particulars which is

available for inspection by the members at the Registered office of the company during
business hours on working days of the company up to the date of ensuing Annual General
Meeting. If any member is interested in inspecting the same, such member may write to the
company in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an
integral part of this Report, are set out as separate Annexures, together with the Certificate
from the auditors of the Company regarding compliance with the requirements of Corporate
Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the relevant provisions of applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the
Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff
and workers at all levels for their continuous cooperation and assistance.

Date : 02.09.2024 For and on behalf of the Board of Directors

_P|_ace : Ch_ennai For TURNER INDUSTRIES LIMITED

LALIT SAMDARIA
Director, CFO

Din No: 00018137