Equity Analysis

To The Members,

The Directors have pleasure ?n presenting 38^thAnnual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss forthe year ended on 31^st March 2024.

The Company has achieved net revenue from operations of Rs41,003 Lakhs ?n this financial year ended on 31⁸¹ March, 2024 as against Rs44,417 Lakhs forthe previous financial year. The net profit after tax for this year is Rs1,783 Lakhs as compared to Rs2,793 Lakhs for the previous financial year.

Reserves & Surplus as on 31^s' March, 2024 stand at Rs13,048 Lakhs as against the paid-up capital of Rs508 Lakhs.

Considering the financial performance, the Board of Directors, at its meeting held on 8⁸¹ November, 2023 has paid an interim dividend of Rs1.50/- per share during the financial year 2023-24.

Further, The Board of Directors of your Company is pleased to recommend a final dividend of Rs2.50/- per equity share of the face valu? of Rs10/- each (@25%), payable to those shareholders whose ?ame 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 atthe ensuing Annual general meeting (AGM) ofthe Company.

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

The Paid-up Equity Share Capital ofthe Company as on 31** March, 2024 was Rs507.65 Lakhs comprising of 50,76,504 Equity Shares of Rs10/- each. There is no change in Authorised, Subscribed, Issued and paid-up capital ofthe 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.

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 forthat 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"* November, 2023. The details of Nodal officer are accessible at www.talbrosaxles.com.

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.

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

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 ?ndependence, the Internal Audit team reports to the Chairman ofthe Audit Committee ofthe Board and to the Pres?dent/ 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.

The export sales of the Company during the financial year 2023-24 stands at Rs5,614 Lakhs as against Rs6,460 Lakhs in the previous fiscal.

The Company's Consolidated borrowlngs as on 31^a March, 2024 was Rs11,253 Lakhs as against Rs10,122 Lakhs as at 31^st March, 2023.

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.

The Company ?s not having any subsidlary company.

During the year, Mr. Ankush Jlndal 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 V\foman 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^a April, 2024 to 31^a March, 2029 and the said appointment has been confirmed by the shareholders ?n Annual General Meeting held on 29?¹ September, 2023.

Mr. Ankush Jlndal, Executive Director ?s liable to retire by rotatlon and being eligible offers hlmself for re-appolntment. Your Directora 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. Vljay Kumar Sharma, Executive Director, Mr. Ankush Jindal, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officerand Mr.Anuj Gupta, Company Secretary.

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

The Company as required under Schedule-IV ofthe Companies Act, 2013 and Listing Regulations has made arrangements to facil?tate the Independent Directora to familiarize with the operations ofthe Company, their roles, rights, responsibilities as Directora of the Company conslderlng the nature of the Industry ?n whlch the Company operates, buslness model of the Company, etc. The above aspect can be accessed on website www.talbrosaxles.com.

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost conventlon on accrual basls. The Ind AS are prescrlbed under section 133 of Companies Act, 2013, read with Rule 3 ofthe 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 directora confirm that

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

(ii) They have selected such accounting policies and applied them consistently and made judgments and esti mates 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 ofthe proflt ofthe company for that perlod;

(?Ii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguardingthe assets ofthe company andforpreventing and detecting fraud and other irregularities;

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

(v) They have lald 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 provlslons of all applicable laws and that such systems were adequate and operating effectively.

The Independent directora 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 ?ame in data bank in compliance with sub rules (1) and (2) of Rules 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

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.

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 withoutthe participation of the Non-lndependent 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 cnteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

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

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.

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 s?nior 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.

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.

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.

The Corporate Social Responsibility consists of 2 (Two) Non- Executive 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.

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.

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

There has been no material changes and commitments, which affectthe 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.

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

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

Further, a copy oftheAnnual Return ofthe Company containing the particulars prescribed under section 92 of the Companies Act, 2013, in Form MGT-7, as they stood on the ci?se of the financlal year i.e. March 31, 2023 ?s uploaded on the website of the Company at website www.talbrosaxles.com.

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

Pursuant to the provisions of Companies Act, 2013 and SEBI (ListlngObligatlonsandDIsclosure Requlrements) 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 revlewed by the Audlt Committee ?n their meetlng held on 19th May, 2023. The policy ?ntends to ensure that proper reportlng, 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 Audlt Committee for ?ts review on a quarterly basls. 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 durlng the flnancial year were on arm's length basis and were In the ordlnary course of business. There are no materlally significant related party transactions made by the company with promoters, Directora, Key Managerial Peraonnel or other designated peraons 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 glven In form AOC-2 and the same forms part of this report.

The policy on Vlgil Mechanlsm/Whlstle Blower is hosted on the website of the Company.

The policy ?nter alia provided direct access to the Vice Chalrman and CFO of the Company. The Vice Chalrman and CFO can approach and dlscuss the matter with Chalrman or Audit Committee as they deem flt.

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

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

Audltors of the Company to hold the office from the conclusi?n of 36th Annual General Meeting held on 22^ndAugust, 2022, till the conclusi?n of 41^a Annual General Meetlng to be held In year 2027.

The Statutory Audltors 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 31⁸¹ March, 2024. The observations of the Statutory Audltors are self-explanatory and therefore Directora don't have any further comments on the same.

The Company has appointed M/s Anuj Gupta & Associates, Company Secretarles to hold the office of Secretarial Auditors and to conduct the Secretarial Audlt pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Peraonnel) Rules, 2014. The Secretarial Audlt Report for the flnancial year ended on 31^a March, 2024 ?s belng 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 certif?cate from M/s Anuj Gupta & Associates, Company Secretary in Practice that none of the Directora on the Board ofthe Company have been debarred or disqualified from belng appointed orcontinulng as directora of Companies by the SEBI/ Mlnlstry of Corporate Affaira or any such statutory authority ?s annexed to Corporate Governance Report.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08*¹ February, 2019, In addltion to the secretarial audlt, Annual Secretarial Compliance report given by M/s Anuj Gupta & Associates, Company Secretarles on compliance of all appllcable SEBI Regulations and circulara/guldelines ?ssued thereunder is annexed as Annexure - C

The Company complied with all appllcable Secretarial Standards.

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

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

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

The code ?nter 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 ?n possession of the unpublished price sens?tive ?nformation and during the closure of trading w?ndow. The Board ?s respons?ble for implementat?on of the code.

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

During the year under review, the Company has not accepted any publ?c depos?ts under Chapter V of the Companies Act, 2013 and assuch, no amount on account of principal or ?nterest on publlc deposits was outstanding as of March 31, 2024.

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 stipulatlons as appllcable to the Company. The Statutory Auditor's Certif?cate dated 08th August, 2024 ?n accordance with SEBI (Llstlng 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 certif?cate to the Board as contemplated ?n Regulation 17(8) and Schedule V of SEBI (Llstlng Regulations), 2015.

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

TalbrosEngineerlng Limited (TEL) reaffirmsltscommltment towards high social, ethical and environmental standards since its inception. TEL believes that an organizaron 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 Vil oftheActlays down the framework and modalitles of carrylng out CSR activities. Therefore, the Company has to form?late a policy for the welfare and sustainable developmentof the society, while meeting the ?nterest 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.

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 Vil and rules made thereunder including any amendments/ modifications/additions thereof. The major sectors where TEL expands Its hands under CSR are as follows:

a) Contrlbutlng to the Non-proflt organlsatlons engaged ?n promoting Organ Donations activities.

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

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

d) Establlshlng modern health care facllities ?n vlllages.

e) Contributing to the non-profit organisations indulged in rendering offree Services including labtesting, dispensary and emergency Services.

f) Relief during natural disasters.

g) Career Counselllng 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 facil?tate

good education and medical facilities to the required citizens

in society.

*Mrs. Seema Sethl (DIN: 07133329), has been appointed as a Non-Executive Independent Director w.e.f. Aprll 01,2024 ?n place Mr. Sunil Kumar (DIN: 03619831) due to completion of hls tenure of appolntment as an Independent Director.

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

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

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

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): Rs27.04 Crores

Company as per section 135(5): Rs54.07 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): Rs54.07 Lakhs

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

(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): Rs54.Q8 Lakhs

(g) Excess amount for set off, ifany: NIL

Not Applicable

No capital asset was created / acqulred 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

A Management discussion andAnalysisas required under Schedule Vof SEBI (Listing Obligations & Disdosure Requirements) Regulations, 2015 is annexed and forming part of the Directors' Report.

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.

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 Reportare provided hereunder:

(c) The median remuneration of the employees has ?ncrease by 8.58% ?n 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 yearwas 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 ?ndustry trend.

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

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

(g) The details pursuant to the provisions of Section 197(12)and Rule 5(2) ofthe 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.

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

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

During the year, the Company has not received any request forclaiming shares. Following is the reconciliation ofthe same:

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

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

In orderto prevent sexual harassment of women atwork place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9*¹ December, 2013. Under the said Act every company is required to set upan Interna! 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.

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 notapplicable to the Company.

5. There was no instance of non-compliance by the Company on any matters relating to capital markets; ?or 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.

Your Directors wish to place on record their appreciation forthe overwhelming co-operating and assistance received from the ?nvestors, 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.