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TO THE SHAREHOLDERS

Your Directors present the 50^th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

(Rs in Crores)

On a standalone basis, the turnover of the Company, including income from operations (gross) and other income for the year under review stood at Rs 343.07 crores vis-?-vis Rs 68.91 crores in the previous year. Operating profit of the Company for the year under review was Rs 4.19 crores as compared to an operating loss of Rs 106.88 crores in the previous year. The Company booked profit (after tax) of Rs 2.90 crores during the year under review against profit (after tax) of Rs 253.92 crores during the previous year, which includes exceptional items of Rs 302.55 Crs. attributing to the One Time Settlement of the Companies entire debt structure with the consortium bankers.

The consolidated turnover of your Company's Group including income from operations (gross) and other income during the year ended 31^st March, 2025 stood at Rs 343.09 crores compared to Rs 69.07 crores in the previous year. The Group earned an operating profit of Rs 4.15 crores during the year under review as compared to an operating loss of Rs 106.90 crores in the previous year. The overall profit before tax during the year under review wasRs 4.15 crores against a profit of Rs 195.65 crores in the previous year, which includes exceptional items of Rs 302.55 Crs. attributing to the One Time Settlement of the Companies entire debt structure with the consortium bankers.

The foreign subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a revenue of Rs 0.02 crores during the year under review as compared to previous year's revenue of Rs 0.15 crores. It registered a loss of Rs 0.16 crores after tax during the year under review compared to a loss of Rs 0.08 crores after tax in the previous year.

After adjusting profit for the current year, the reserves & surplus (excluding revaluation reserves) of the Company has increased from Rs 14.35 crores to Rs 16.06 crores and the shareholders' fund increased from Rs 31.88 crores to Rs 82.66 crores as at 31^st March, 2025 respectively.

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2024-25, together with the Auditors' Report, form part of this Annual Report. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its Subsidiary Company as approved by their respective Board of Directors.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement in the prescribed Form AOC-1 containing the salient features of the financial statements of the Company's Subsidiary is also provided in this Annual Report.

The accounts of the Company's Subsidiary are also uploaded on the website of the Company, www.tilindia.in.

As the Company had negligible profit during the financial year ended 31^st March, 2025, the Board does not recommend payment of any Dividend.

As you are aware that during the Financial Year 2023-24 consequent upon the change in mangement and one time settlement of the Companies debt structure, the Company had issued & allotted 74,96,592 Equity Shares of Rs 10 each on Preferential basis at a premium of Rs 82.40 per share to M/s. Indocrest Defence Solutions Private Limited on 24^th January, 2024 ranking pari passu with the existing paid up share capital of the Company. Accordingly, the paid up equity share capital of the Company as on 31^st March, 2024 increased to Rs 17,52,68,570/- divided into 1,75,26,857 equity shares of face value of Rs 10/- each.

Further, as a gesture of gratitude to all the shareholders who stood stable with the Company during its trying period, the Company had come out with an issue of equity shares on rights basis at face value of Rs 10/- each with no premium (at a time when the market price of the shares of the Company was hovering around Rs 300 per share) to all the existing shareholders at the ratio of 28 new shares for every 10 shares held by them as on the record date viz., 22^nd March, 2024. The issue opened on 26^th April, 2024 & closed on 10^th May, 2024. Pursuant to the rights issue, the Company allotted 4,90,75,199 fully paid-up equity shares of face value of Rs 10 each for cash at a price of Rs 10 each on 17^th May, 2024 for an aggregate amount of Rs 4,907.52 lakhs to all the shareholders who had applied for their right entitlements. Resultantly, as on 31^st March, 2025, the paid-up equity share capital of the Company is Rs 66,60,20,560/-, comprising of 6,66,02,056 fully paid-up Equity Shares of face value of Rs 10/- each.

Further, the Company has proposed and the shareholders approved further issue of equity capital through various modes of private placement like, Qualified Institutional Placement and/or issue of share warrants to promoters, as may be deemed fit. Consequently, the Company has increased its authorized equity share capital from Rs 70,00,00,000 divided into 7,00,00,000 equity shares of Rs 10 each to Rs 1,00,00,00,000 divided into 10,00,00,000 equity shares of Rs 10 each.

The Company does not have any stock option scheme for its employees.

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March, 2025.

During the year under review, the Company has not accepted any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit as on 31^st March, 2025.

As on 31^st March, 2025, the Board of Directors of the Company consisted of the following Members:

In terms of the disclosure received from the Directors, none of them are disqualified from being appointed as directors under Section 164(2) of the Companies Act, 2013.

The term of Mr. Sekhar Bhattacharjee, the erstwhile Company Secretary had come to an end on 30^th June, 2024. On his superannuation, Ms. Chandrani Chatterjee was appointed as the Company Secretary and the Chief Compliance Officer of the Company w.e.f. 1^st July, 2024.

Presently, the Key Managerial Personnel of the Company are as under:

1. Mr. Sunil Kumar Chaturvedi, Chairman and Managing Director

2. Mr. Alok Kumar Tripathi, Director & President

3. Mr Ayan Banerjee, Director- Finance

4. Mr. Kanhaiya Gupta, Chief Financial Officer.

5. Ms. Chandrani Chatterjee, Company Secretary & Chief Compliance Officer

The Board of Directors meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board and Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.

During the year under review eleven (11) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

There are three Committees of the Board of Directors in compliance with various requirements of the Companies Act, 2013 and SEBI LODR which are as follows:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

Additionally, the Company has also constituted following two Committees which are not mandatory for the Company at present:

1. Corporate Social Responsibility Committee

2. Risk Management Committee

The details of composition, meetings held during the financial year 2024-25, terms of reference, etc., pertaining to said committees are mentioned in the Corporate Governance Report.

An exclusive meeting of the Independent Directors was held on 28^th May, 2024 for familiarization with their role.

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

The state of affairs of the Company together with SWOT analysis has been given in the Management Discussion & Analysis section which forms a part of this Report as

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions of the SEBI LODR, the Board of Directors state that:

i. In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The 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 profits of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Independent Directors on the Board have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies

Act, 2013 and Regulation 16(1)(b) of the SEBI LODR and they also comply with Rule 6(1) and (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and the SEBI LODR and are independent of the management.

Your Company has adequate internal financial control mechanisms commensurate with its size and scale of operations, procedures and policies ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year under review, such controls were reviewed and no reportable material weakness either in design or in operation were observed.

The Company, being in manufacturing business, does not have any policy to give loans, directly or indirectly, to any person or to other body corporates or give any guarantee or provide any security in connection with a loan, covered under the provisions of Section 186 of the Companies Act, 2013, to any other body corporate except for its subsidiary as and when required. The Company also did not make any investment in securities of any other body corporate during the year under review.

All related party transactions which were entered during the financial year were in the ordinary course of business and on arm's length basis. There were no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions were placed before the Audit Committee and Board for their review and approval.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors are available on the Company's website under the following weblink:

https://www.tilindia.in/investor-relations/related-party-transaction-policy

The details of the related party transactions are set out in the note no. 38 to the financial statements.

There is no material changes & commitments affecting financial positions of the Company between end of the financial year & the date of this Report.

However, as approved by the Shareholders vide their resolution passed at the Extraordinary General Meeting held on 24^th April, 2025, the Company has taken proper steps for issue and allotment of 37,50,000 convertible warrants in favour of the promoters of the Company, which may be converted into equity shares at a later date complying with all related statutory requirements.

In terms of the provisions of Schedule V(C) of the SEBI LODR, a detailed report on the Corporate Governance attached as ANNEXURE-I, together with a Certificate for the year ended 31^st March, 2025 issued by Messrs. Singhi & Co. (FRN 302049E), Chartered Accountants, Kolkata, the Statutory Auditors of the Company, confirming compliance with the requirements of the Corporate Governance as specified in SEBI LODR attached as ANNEXURE-II forms part of this Annual Report.

In terms of provisions of Section 177 of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 22 of the SEBI LODR, your Company has in place necessary vigil mechanism through a whistle blower policy, to provide a formal mechanism to the directors, employees and stakeholders to report genuine concerns about unethical behavior, actual or suspected, a fraud or violation of the Company's Code of Conduct and other issues relating to inappropriate functioning of the organization. The policy provides for adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The said policy is available on the website of the Company under the weblink: https://www.tilindia.in/ investor-relations/whistle-blower-policy.

In terms of Regulation 34(2) read with Paragraph B of Schedule V of the SEBI LODR, the Management Discussion and Analysis Report is attached as ANNEXURE_IV and forms an integral part of this Annual Report.

In terms of provisions of Section 139 of the Companies Act, 2013 read with the provisions of Section 145 thereto, Messrs. Singhi & Co. (FRN 302049E), Chartered Accountants, the Statutory Auditors of the Company have submitted their Independent Auditors Report on Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2025 which forms part of this Annual Report.

The Statutory Auditors have provided an unmodified opinion on their report under Section 143(12) of the Companies Act, 2013.

In terms of the provisions of Section 204(1) of the Companies Act, 2013 read with the SEBI LODR, the Secretarial Audit Report, the Secretarial Compliance Report and the Non-Disqualification Certificate of Directors issued by the Secretarial Auditors, Messrs. T. Chatterjee and Associates, Practicing Company Secretaries (FRN: P2007WB067100) for the financial year 2024-25 are annexed as ANNEXURE-III and forms part of this Report. Observations of the Secretarial Auditor have been disclosed in their Reports.

As directed by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 issued on 12^th December, 2024, your Directors, on recommendation of the Audit Committee, have suggested the appointment of M/s. Rupanjana De & Co., Practicing Company Secretaries (FRN P2024WB101200), a renowned CS firm working throughout India focusing mainly in Kolkata, as the Secretarial Auditors of the Company for the next 5 years w.e.f financial year 2025-26. Accordingly, a suitable resolution proposing the appointment of M/s. Rupanjana De & Co. has been included in the notice of the ensuing Annual General Meeting for consideration and approval of the shareholders.

The Reports of the Secretarial Auditor and Statutory Auditor are self-explanatory in nature, except certain observations under Regulation 17(10), 24(4) and 46(2)(i) of the SEBI LODR relating to evaluation of various Directors and familiarization program to Independent Directors.

The Management hereby place on record their perspective in relation to the above observations – The entire Board of the Company including the Independent Directors were appointed on 24^th January, 2024 as additional Directors and the said appointment was ratified by the shareholders at the Extraordinary General Meeting held on 20^th April, 2024. Hence, during the financial year 2024-25 the Board was entirely new whose evaluation was not feasible within such short time. Also, the familiarization program was undertaken during their first induction in January, 2024. Hence, another program was not undertaken within such short span. However, all these compliances have been made subsequently at the beginning of the next financial year 2025-26.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company conduct annual cost audit. The Cost Auditors, Messrs. D. Radhakrishnan & Co., Cost Accountants (FRN: 000018) have submitted the Cost Audit Report for the financial year 2023-24 within the time prescribed under the Companies Act, 2013 and the Rules made thereunder. The report was duly adopted by the Board of Directors and filed with Registrar of Companies on 18^th September, 2024.

For financial year 2024-25, the same firm was reappointed by the Board and the shareholders of the Company for conducting the cost audit. The Cost Auditor shall provide their report within 30^th September, 2025, as prescribed under the Companies Act, 2013.

Further, for the financial year 2025-26, the Board of Directors, on recommendation of the Audit Committee, has appointed M/s. N. Radhakrishnan & Co., Cost Accountants (FRN 000056), to conduct the cost audit relating to products manufactured by the Company falling under the applicable Tariff heading, at a remuneration of Rs 1,50,000/-(Rupees One Lakh Fifty Thousand Only) per annum, subject to ratification by the shareholders at the 50^th Annual General Meeting. A resolution seeking ratification of the remuneration payable to Cost Auditors form part of the Notice convening the 50^th Annual General Meeting. The Company has received consent from M/s. N. Radhakrishnan & Co. for their appointment.

In compliance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in the prescribed format is attached as ANNEXURE-V and forms a part of this Annual Report.

There were no significant material orders passed by the regulators/courts/tribunals which is likely to impact the going concern status of the Company and its future operations.

However, Shareholders' attention are drawn to the following orders received from SEBI:

1) Honourable Adjudicating Officer - SEBI, vide an order (Adjudication Order No. Order/SS/LD/2024-25/30374-30377 dated 30^th May 2024) under Section 15 —I of The Securities and Exchange Board Of India Act, 1992 read with Rule 5 of SEBI (Procedure for holding enquiry and imposing penalties) Rules 1995, found TIL Limited ("the Company") along with few of its erstwhile KMPs guilty of violation of provisions of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 and SEBI LODR. In consequence of such findings, the Honourable Adjudicating Officer has imposed fines and penalties under Section 15 HA and 15 HB of the SEBI Act, 1992, on the Company and it's the-then KMPs. The aggregate penalty imposed on the Company is Rs 1cr.

However, the Company has filed an appeal before the SEBI appellate tribunal against the said order on the ground that since then the entire management of the Company has changed, the said KMPs are no longer associated with the Company.

2) Honourable Adjudicating Officer - SEBI, vide an order (Adjudication Order No. Order/NH/YK/2024-25/30560 dated 28" June 2024) (received by the Company on 2™ July 2024) under Section 15 — | of The Securities and Exchange Board Of India Act, 1992 read with Rule 5 of SEBI (Procedure for holding enquiry and imposing penalties) Rules 1995, found TIL Limited ("the Company") guilty for violating the provision of Regulations 30 (2) and

30 (6) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for delayed disclosure of the default of loan obtained by the Company within due time during a period in the year 2022. In consequence of such findings, the Honourable Adjudicating Officer has imposed a monetary penalty under Section 15 A (b) of the SEBI Act, 1992, on the Company. The aggregate penalty imposed on the Company is Rs 10 lakhs, which had been duly paid by the Company.

3) Also, during the year more specifically during June, 2024, some of the erstwhile promoters of the Company were reclassified as public shareholders in accordance with Regulation 31A of the SEBI LODR.

The Company believes that Culture and Employee Experience are the only differentiators in today's competitive environment. Endeavour is on to create a workplace where everyone feels valued, supported, and empowered to do their best. Employees and workers occupy prime position in the organization's hierarchy of stakeholders, and therefore continuous attention is given them.

The Company focuses on growing talent from within and most of its business leaders are home grown who have played a pivotal role in the success of the organization. The Company operates mindful of all regulatory requirements while employing and are an equal opportunity employer. Strong emphasis is put on diversity and inclusion and accordingly the focus on creating a balanced workforce is of prime importance to the Company.

As on 31^st March, 2025, the employee strength of your Company stood at 348.

The particulars of employees as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are attached as ANNEXURE-VI and forms part of this Report.

However, the Report and Financial Statements are being sent to all Shareholders of the Company excluding the information on employees' particulars as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and are available for inspection by the Shareholders at the registered office of the Company during business hours on working days of the Company upto the date of the ensuing 50^th Annual General Meeting. Any Shareholder interested in obtaining a copy of the said information may write to the Company at its Registered Office.

Your Company is committed to provide a safe and secure environment to its women employees across its functions and has in place a Policy on "Prevention, Prohibition & Redressal of Sexual Harassment at Workplace" and also an Internal Complaints Committee (ICC) as envisaged under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.

During the year under review, 4 awareness programmes were organized by the Company at its various locations.

During the year under review, no complaints relating to sexual harassment were reported either with the ICC or with the Company.

The Annual Report of the ICC under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 has been filed with the appropriate authority within the due date.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual Returns of the Company for all previous years are uploaded on the website of the Company and can be accessed at https://www.tilindia.in/investor-relations/ annual-return/.

All Directors and senior management personnel have affirmed compliance with the code of conduct of the Company. A declaration to that effect signed by the Chairman and Managing Director as stipulated under Regulation 34(3) read with Part D of Schedule V to the SEBI Listing Regulations, for the year ended 31^st March, 2025 is attached as ANNEXURE_VII and forms a part of this Report.

The following Annexures referred to in this Report and other information which are required to be disclosed are attached herewith and forms part of this Report:

Your Directors take this opportunity to place on record their sincere appreciation for the State & Central Government authorities, customers, vendors, bankers, stock exchanges, regulators, investors, shareholders and all other stakeholders for the sustained support, admirable assistance & endless encouragement extended towards the performance of the Company. Your Directors also express their earnest regard to employees at all levels for their ardent enthusiasm & interminable efforts in contributing towards the survival & growth of the Company. The Company looks forward towards the continued support & solidarity from all stakeholders in striving enhanced value for the Company going forward.