Dear Members,

Your Directors are pleased to present the 66th Annual Report on the business and operations of your Company along with Audited Financial Statements (Standalone and Consolidated) and the Auditors' Report thereon for the Financial Year ended March 31, 2023.

Financial Highlights:

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

BUSINESS REVIEW

After a turbulent couple of years characterised by the COVID-19 pandemic and major disruptions to economic activity, the global economy started to recover in the post-pandemic period.

However, there were issues like incremental inflation, trade wars, and geopolitical conflicts coupled with rising costs of living. Major global central banks played a critical role in navigating these challenges but their efforts to curb inflation through interest rate hikes slowed economic activity in major developed markets while many developing markets are expected to outperform developed economies in 2023. The reopening of China is expected to provide strong support for the recovery of emerging markets

Looking ahead, global growth is expected to reach 2.8% in 2023 before rising to 3.0% in 2024.

Global inflation is projected to rise from 4.7% in 2021 to 8.7% in 2022, before falling to 7% in 2023.

During the period under review, your Company remained focused on manufacturing, logistics for growth and continuity in operations with renewed vigor ensuring ample safety measures for its employees.

FINANCIAL REVIEW

In 2022-23, Gasket division sales is Rs.427.50 Crores, up by 14.13 % as compared to 2021-22 turnover of Rs.374.55 Crores.

In 2022-23, Forging division sales is Rs.219.68 Crores, up by 8.38 % as compared to 2021-22 turnover of Rs.202.69 Crores.

During the Financial Year 2022-23, your company on standalone basis recorded a turnover of Rs.647.18 Crores, 12.12% higher as compared to the last Financial Year 2021-22 with gross turnover of Rs.577.24 Crores. Profit after tax (PAT) for the Company for 2022-23 was Rs.43.70 Crores, 17.95 % higher as compared to the PAT of Rs.37.05 Crores in the previous year 2021-22.

The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of Rs.86.15 Crores, increases by 18.65% as compared to last financial year 2021-22 with turnover of Rs.72.61 Crores. PAT of LTL was Rs.11.79 Crores, higher by 22.81 % as compared to PAT of Rs.9.60 Crores in the previous year 2021-22.

The JV Company Marelli Talbros Chassis Systems Private Limited (MMT) has recorded a turnover of Rs.209.80 Crores, higher by 27.55% as compared to last Financial Year 2021-22 with turnover of Rs.164.48 Crores. PAT of MMT was Rs.11.48 Crores, higher by 41.73% as compared to Rs.8.10 Crores in the previous year 2021-22.

Talbros Marugo Rubber Private Limited (TMR), another JV Company has recorded a turnover of Rs.85.32 Crores, higher by 55.32% as compared to last Financial Year 2021-22 of Rs.54.93 Crores. PAT of TMR was Rs.2.84 as compared to Rs.(0.11) Crores in the previous financial year 2021-22.

During the Financial Year 2022-23, the consolidated total revenues increased by 12.12% from Rs.577.24 Crores in 202122 to Rs.647.18 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components player with presence across two wheelers, passenger vehicles, commercial vehicles and farm equipments. Our business is broadly divided into Gaskets and Forgings. We are also having three joint ventures with global auto gaints for gaskets, suspension and rubber components. In gaskets we continue to be a market leader with having a market share of over 50%.

Your Company has introduced a new line for Heat Shield at its Gasket manufacturing facility at Faridabad. Heat Shield is a futuristic product and we are developing new generation Heat Shield s to meet the emerg ing d emand of Companies for compliance with thermal and NVH regulations post BS-VI. We have introduced Nimbus Heat Shields for major upcoming vehicle models. The demand of Heat Shields is growing.

Your Company has become India's leading gasket manufacturer providing complete ceiling, thermal management and NVH, noise, vibration and harness solutions to partners in various segments of the automotive industry, including passenger cars, two-wheeler and three-wheelers, LCVs, HCVs, Agri, offroad vehicles and industrial segments. Your Company has also been steadily growing its export segment, supplying to global OEMs and Tier-1 companies.

For Forging business line, Your Company's facility at Bawal is equipped for tooling design and its manufacturing, forging, heat treatment and machining capabilities. It has 21,000 metric tons forging capacity and can make parts ranging from 150 grams to 15 kilograms, with increased depth of manufacturing. Your Company is a single source for most of the Tier-1 OEMs.

Along with this, Your Company also has increased focus on EV Business.

TRANSFER TO RESERVE

An amount of Rs.50 Lacs has been transferred to General Reserves out of the profit earned during the Financial Year 2022-23.

DIVIDEND

Your Board of Directors declared Interim Dividend for the financial year 2022-23 @ 10% (Rs.1.00 per share) on 1,23,45,630 Equity Shares of Rs.10/- each, aggregating to Rs.1,23,45,630/-, at its meeting held on February 08, 2023. The said Interim dividend was paid to the Shareholders on March 04, 2023.

Further, your Directors are pleased to recommend, a final dividend @ 20% (' 2.00/- per equity share) for the financial year 2022-23 on 1,23,45,630 equity shares of Rs.10/- each, aggregating to Rs.2,46,91,260/- (Rupees Two Crores Forty Six Lacs Ninety One Thousand Two Hundred and Sixty Only), for the approval of members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

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

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

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

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2023 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

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

INDUSTRY OVERVIEW

In the previous year, the Indian Automobile Industry witnessed a surge in vehicle sales, resulting in India surpassing Japan to become the third-largest automobile market. This increase was attributed to the easing of semiconductor issues and a strong demand rebound during the festival season.

Despite the decline in Internal Combustion Engine (ICE) vehicle sales, Electric Vehicles (EVs) have maintained a positive outlook and have performed exceptionally well in the consumer market, including Plug-in Hybrid Electric Vehicles (PHEVs).

EVs have maintained their performance due to advancements in EV battery density, longer driving ranges, and the increasing availability of EV models in higher-volume segments.

The overall Indian auto components industry, currently accounting for 2.3% of India's GDP, is expected to become the 3rd largest globally by 2025.

SHARE CAPITAL

The paid up capital of the Company as on March 31, 2023 was Rs.12,34,56,300/-. During the year under review, the Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently there is no change in the capital structure since previous year.

CREDIT RATING

Company's credit ratings were revised by CARE Ratings on April 05, 2023. The ratings of the Company are as under:

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

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 201415 for amount aggregating to Rs.3,44,778/- had been transferred to the "Investor Education and Protection Fund" established by the Central Government on November 02, 2022.

The Company shall transfer the unclaimed dividend for the financial year 2015-16 to the Investor Education and Protection Fund on or before October 24, 2023 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend warrants for the financial year 2015-16 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is intimating those members who have so far not claimed the unpaid dividend for the financial year 2015-16.

The Company has transferred 17,245 shares to "Investor Education and Protection Fund" in the previous year and the Dividend on such shares was also transferred to the Investor Education and Protection Fund (IEPF).

The Company would be transferring the required shares this year as per the data finalised by KFIN Technologies Private Limited, Registrar and Transfer Agent of the Company.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

The Board of Directors recognises and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help it retain its competitive advantage.

During the year 2022-23, no changes took place in the composition of Board of Directors.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin Juneja (DIN: 00094520) is liable to retire by rotation and being eligible, offers himself for re-appointment.

Details of the proposal for director seeking re-appointment are mentioned in the annexure to the Explanatory Statement of the Notice of 66th Annual General Meeting. The Board recommends his re-appointment to the members for their approval.

REAPPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION OF THE RE-APPOINTMENT

Mrs. Priyanka Gulati was appointed as an Independent Director for a term of 5 years w.e.f. September 25, 2018. She is a Chartered Accountant with a rich experience and knowledge.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee recommends the re-appointment of Mrs. Priyanka Gulati (DIN: 07087707) as Independent Director, not liable to retire by rotation, for a second term of 5 consecutive years w.e.f. September 25, 2023 to September 24, 2028.

The brief details relating to Mrs. Priyanka Gulati who is proposed to be re-appointed, as required to be disclosed as per provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Secretarial Standards are given in the Explanatory statement to the Notice of the 66th AGM.

Mrs. Priyanka Gulati meets the criteria of independence as per provisions of Section 149(6) of the Companies Act, 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)

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

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

KEY MANAGERIAL PERSONNEL

As on date, company has following key managerial personnel in compliance with the provisions of Section 203 of the Companies Act 2013.

All Directors, key managerial personnel and senior management have confirmed compliance with the Company's Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programmes for welfare and sustainable development of the weaker sections of the society.

The Company has contributed to several organisations namely Servants of the People Society, Roshni Education Society, Sapna, Armed Forces Flag Day Fund, Savera Association, Sarvam Foundation and The Earth Saviours Foundation for fulfilling its CSR obligations for the financial years 2022-23 and ensuring compliance with provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The amount of Rs.48.12 Lacs was spent by the Company during the financial year 2022-23 to fulfill its CSR obligations and ensure compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

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

AUDITORS AND AUDITORS REPORT Statutory Auditors

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

The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory Auditors on the financial statements (standalone as well as consolidated) of the Company for the financial year 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 & Certificate of Practice No. 3116), a practicing Company Secretary for carrying out Secretarial Audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 as provided by M/s. Kiran Sharma & Co., Practicing Company Secretary is annexed to this Report as Annexure IV and forms part of this report.

The Report confirms that the Company is compliant with the applicable statutory laws, rules and regulations, namely:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

iii) The Depositories Act, 1996 and the regulations and Byelaws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding compliance of the Companies Act and dealing with client;

vi) Secretarial Standards issued by The Institute of Company Secretaries of India.

vii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

viii) Applicable labor, environmental and industrial laws, rules, regulations and guidelines.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s. Vijender Sharma & Co., Cost accountants (Firm Registration No. 00180) were re-appointed as the Cost Auditors of the Company for the financial year ending March 31, 2023 to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2021-22 issued by M/s. Vijendra Sharma & Co., Cost Accountants (Firm Registration No. 00180) in respect of the various products as prescribed under the Cost Audit Rules was filed in the prescribed form with the Ministry of Corporate Affairs (MCA) during the year.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also re-appointed them as Cost Auditors for financial year 2023-24, to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

RISK MANAGEMENT

Risk Management forms an integral part of management policy and is an ongoing process integrated with operations.

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

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

INTERNAL FINANCIAL CONTROL

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

DISCLOSURES Board Meetings

During the Financial Year 2022-23, 5 (five) Board Meetings were held on May 04, 2022, May 23, 2022, August 09, 2022, November 11, 2022, February 08, 2023. Details of the same are available in the section Meetings of the Board of Directors' in the Corporate Governance Report.

Audit Committee

During the Financial Year 2022-23, 4 (four) meetings of Audit Committee were held on May 23, 2022, August 09, 2022, November 11, 2022, February 08, 2023. Composition and other details of the Audit Committee are available in the Corporate Governance Report.

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

Nomination and Remuneration Committee

During the Financial Year 2022-23, 1 (One) meeting of the Nomination and Remuneration Committee were held on February 03, 2023. Composition and other details of the Nomination and Remuneration Committee are available in the Corporate Governance Report.

Stakeholders' Relationship Committee

During the Financial Year 2022-23, 4 (four) meetings of Stakeholders' Relationship Committee were held on May 23, 2022, August 09, 2022, November 11, 2022 and February 08, 2023. Composition and other details of the Stakeholder's Relationship Committee are available in the Corporate Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2022-23, 2 (two) meetings of the Corporate Social Responsibility Committee was held on May 23, 2022 and January 09, 2023. Composition and other details of the Corporate Social Responsibility Committee are available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

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

Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of Directors cover the areas relevant to their functioning as member of Board or its Committees thereof.

The manner in which the performance evaluation of the Board and its Committees thereof, the Chairman and the Directors individually has been carried out has been explained in the Corporate Governance Report.

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

Related Party Disclosures

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

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

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

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

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

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

Frauds reported during the year

No material frauds were reported for the period under review.

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

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on March 31, 2023 in Form AOC-1 is annexed to this Report as Annexure V.

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

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

Particulars of remuneration of Employees

The information/details required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure -VII.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

Public Deposits

There are no deposits outstanding as on March 31, 2023, except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit amounting to Rs.6,93,384/- remains unclaimed at the end of financial year 2022-23 and the same is being transferred to Investor Education and Protection Fund (IEPF).

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

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

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

Particulars of Loans, Guarantees or Investments

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

Listing of Shares

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

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out by M/s KFin Technologies Limited (earlier Kfin Technologies Private Limited), Registrar and Share Transfer Agent from the following address:-

M/s Kfin Technologies Limited

Tower B, Plot No. 31-32,

Selenium Building,

Gachibowli, Financial District,

Nanakramguda,

Hyderabad-500032, Telangana

Corporate Governance

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

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

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

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

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

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

The Annual Report of the Internal Complaints Committee of the Company pursuant to Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for the year ended December 31, 2022 has duly been filed with the office of District Officer.

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

No complaints have been filed/ disposed of/ pending during the financial year ended March 31, 2023.

Vigil Mechanism

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

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

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

In exceptional circumstances or issues related to reprisal, retaliation, victimisation of any Whistle Blower, the employee shall have direct access to Mr. Anil Kumar Mehra - Chairman of the Audit Committee.

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

No complaint/ grievance were received from any employee during the year under review.

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

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

Compliance with Secretarial Standards

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

Annual Return

In compliance with the provisions of Section 92(3) read with Section 134 (3) (s) of the Companies Act, 2013, the annual return of the Company for the financial year 2022-23 in prescribed form is placed on Company's website www.talbros.com.

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

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2023;

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

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

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

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

ACKNOWLEDGEMENT

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

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