Artson Ltd

To the Members,

The Board presents the 46^th Annual Report of Artson Limited (Formerly Artson Engineering Limited) (the Company or Artson) along with the Audited Financial Statements for the financial year ended 31 ^st March 2025.

1. FINANCIAL RESULTS

Amount ( in Lakhs)

2. COMPANY PERFORMANCE

Financial Performance

For the fiscal year under review, the Company's revenue from operations (excluding other income) stood at 11,355 lakhs, an 11.37% reduction from the previous year's 12,812 lakhs. Despite this, aided by one time ‘other income' from the sale of Nagpur undertaking, the year's operations resulted in a profit before tax of 479.78 lakhs, a significant 108.25% increase over the previous year's 230.38 lakhs. Profit after tax for the year was 348 lakhs, a 42.43% decrease from the previous year's 605 lakhs.

Project Highlights

During the year, the Company successfully completed several key projects, including Construction of fuel storage tanks and associated works for GMR Hyderabad International Airport Limited; and the trail gas recovery project for PPL-GOA. Additionally, two out of three large-diameter intermediate storage tanks were completed and commissioned at IOCL's Paradip Refinery, with the third (and the largest) tank Hydrotested and close to commissioning. Site mobilization and resource deployment for new orders from Guwahati International Airport Limited (GIAL) and Hindalco (Aditya Aluminium) are well underway, with both projects currently in the execution phase.

Nashik Manufacturing Unit

The Nashik Unit showcased its advanced manufacturing capabilities throughout the year, achieving significant milestones that include successful production of its longest-ever process column , that too with a complex metallurgy; Expanded its range of metallurgies with fabrication of its first Titanium equipment; Enhanced quality assurance by successfully conducting helium leak detection on a critical pressure vessel and introduced phased array ultrasonic testing technology as an alternative to RT; and Processed over 1,860 MT of carbon steel material, setting a new benchmark for the Unit in terms of expanded capacity and expertise.

Further testament to Nashik's engineering excellence, technological advancement, and continuous commitment to operational enhancement include, receiving a Certificateof Appreciation from the Indian Space Research Organisation (ISRO) for the successful execution of works for six (6) air vessels for the Trisonic Wind Tunnel Project – critical to India's space mission; and being honored with the Best Engineering Merit Award from the All-India Management Association (AIMA) for outstanding contribution towards engineering excellence and industrial innovation.

Parli Multimodal Unit

The Parli Unit successfully commenced commercial operations in March 2024, effectively overcoming initial setup challenges. During the fiscal year 2024-25, the Unit demonstrated strong operational capability by delivering 4,200 MT of fabricated steel structures. In line with the strategy to develop Parli into a multimodal Unit supporting all Strategic Business Units (SBUs), it is currently engaged in prefabrication of tank components and pipe spools for Shell India; and Fabricating Blocks & Structures for the Floating Dry Dock project for Sadhav Offshore, showcasing its versatility and expanded scope.

Shipbuilding Sector

The Company continued to execute at Garden Reach Shipbuilders & Engineers (GRSE) for fabrication and erection of Hull blocks, alongside orders for the mechanical erection of equipment. A significant achievement during this period was the successful completion of the Cruising Speed Trial (CST) and Full Mission Trial (FMT) of a critical naval vessel, Frigate 17A destroyer, at GRSE on the first attempt, demonstrating precision and quality in execution. Additionally, the Company has commenced work on its maiden ‘direct shipbuilding order' for a Floating Dry Dock- a rare feat in India and at highly competitive price- aided by Indian governments' ship building financial assistance program.

This ambitious project is being executed at Konkan Barge Shipyard in Alibaug, with critical prefabrication activities efficiently carried out at the Parli Unit, leveraging its growing capabilities.

Major Orders Received

The Company secured several significant orders during the fiscal year, underscoring its diverse capabilities and market presence. These include:

From M/s Sadhav Offshore Engineering Private Limited for the construction of a Floating Dry Dock with a capacity of 3800 MT. This project represents a key entry into the shipbuilding sector for the Company.

From M/s Hindalco Industries Limited (Aditya Aluminium) for the construction of a Coke Silo and associated works at Lapanga, Odisha.

From M/s Deepak Nitrite Limited for Manufacturing and Supply of 4 Nos. of Ammonia Storage Bullets (Pressure Vessel)

From Harshini EPC Private Limited for Manufacturing 3 Nos. of Oxygen Buffer Vessel (Pressure Vessels) From Navin Florine Advance Sciences Limited for manufacturing of Anhydrous Hydrogen Floride Storage Tanks.

India's Vibrant Economy has emerged as one of the most dynamic and fastest-growing major economies in the world.

With a GDP of over $3.7 trillion (2025 estimate), India is now the fifth-largest economy globally by nominal GDP and the third largest in the world in Purchasing Power Parity (PPP) terms, with a PPP-adjusted GDP of over $14.6 trillion.

This transformation is underpinned by robust growth across sectors, ambitious reforms, and strategic government support.

Manufacturing is at the core of India's economic aspirations. The government's Make in India initiative has spurred substantial investment, with Production-Linked Incentive (PLI) schemes worth over $26 billion rolled out across key sectors including electronics, pharmaceuticals, auto components, and solar equipment. India's electronics manufacturing sector alone is expected to exceed $300 billion by 2026, up from under $100 billion in 2021.

Shipbuilding is another sunrise sector. Backed by the Sagarmala Programme (projected investment: $120 billion) and Defense indigenization efforts, India is positioning itself as a key player in naval and commercial ship construction. Major public and private yards are securing international contracts and scaling up capacity, with the Indian shipbuilding market expected to grow to $30 billion in the next decade. The Indian government actively supports the industry through measures such as the Shipbuilding Financial Assistance Policy (2016-2026), which provides subsidies to Indian shipyards.

In green hydrogen, India has committed over $2.3 billion under the National Green Hydrogen Mission, targeting 5 million metric tonnes per annum (MTPA) of green hydrogen production by 2030. This would position India as a top three global producer, supporting decarbonization in hard-to-abate sectors and enabling $100+ billion in export potential over the next 15–20 years.

Infrastructure and logistics are seeing unprecedented capital infusion. Under the PM Gati Shakti master plan, infrastructure investment outlays have crossed $1.4 trillion, with a focus on multimodal connectivity, faster project execution, and reduced logistics costs (currently ~13% of GDP). India's port capacity has doubled over the past decade, and the government aims to develop port-led industrial clusters to anchor global supply chains.

India's transformation is powered by strategic public spending, policy reforms, and investor-friendly frameworks. Grants, viability gap funding (VGF), and long-term infrastructure bonds continue to drive private sector participation and de-risk investments in capital-intensive sectors.

With a large domestic market, rising per capita income (expected to cross $3,000 by 2030), and a demographic dividend, India is well-positioned to become a $5 trillion economy in the next few years, and potentially a $10 trillion economy by early 2030s.

Driven by growing domestic and overseas demands, India's refining capacity is poised for substantial expansion. It is projected to increase by over 20% within the next three years, rising from the current capacity of 256 million metric tons (MMT) to 309 MMT by 2028. A significant portion of this growth, estimated at 58%, will stem from brownfield expansions – the modernization and expansion of existing facilities. The remaining growth will be achieved through the development of new greenfield projects.

India has set ambitious clean energy targets for 2030, aiming for at least 5 MMT of green hydrogen production annually, supported by an additional 125 GW of renewable energy capacity. This is part of a larger goal to reach 500 GW of non-fossil fuel-based installed capacity. Hydropower, particularly pumped storage projects (PSPs), is crucial to this strategy. India currently has 46.93 GW of large hydro, and 5.07 GW of small hydro installed capacity. Plans include adding 10,462 MW of large hydro, 352 MW of small hydro, and 5,120 MW of PSP capacity by 2026-27. PSPs are vital for grid stability, utilizing excess energy to pump water uphill for later release and electricity generation, thereby enhancing grid stability alongside intermittent renewable sources. The National Electricity Plan has set the stage for over 50 GW of Pumped Storage Projects (PSPs) to be commissioned in India over the next five years. Leading players such as Tata Power, Greenko, and Adani Green have already announced ~5 GW in capacity over the past year, with a well-defined project pipeline for balance capacity outlined by the Central Electricity Authority.

India faces an annual demand for ~500,000+ containers entirely met by imports from China. Meet this demand and reduce reliance on imports, the Indian government is actively promoting domestic container manufacturing under the 'Make in India' initiative. This focus is crucial as the container handling market in India is projected to grow significantly, from 11.4 million TEUs in 2023 to 26.6 million TEUs by 2028. Government initiatives include exploring financial incentives like subsidies and viability gap funding (VGF) to support manufacturers and promote Public- Private Partnerships (PPP). These efforts aim to enhance India's self-reliance, reduce logistics costs, and strengthen the nation's position in the global supply chain.

Artson is well positioned to play in all the vibrant sectors of the Indian economy listed above. Nashik manufacturing facility has the required certifications from ASME, U-stamp, CCOE/PESO approvals and an enviable three plus decade track record of manufacturing – with capabilities to handle 100+ mm thick plates, all metallurgies, a wide range of temperatures (including cryogenic)…and its recent execution of orders for storage solutions for nitrogen, oxygen, ammonia – make it an ideal one stop solution for green hydrogen players for the entire balance of plant beyond electrolysers. Moreover, each GW of Pump Storage Project creates an opportunity of 20-30,000 MT of high thickness, large-dia pipes of the type of Nashik is an expert at manufacturing. Planned capacity addition in India is 50-70 GW in next 5-7 years – a market size of ~2.5 lac crore (without material!). Moreover, containerized modules manufactured by Nashik will be suitable to address domestic as well as international demand in the Oil & Gas sector, especially sustainability driven investments.

The Company is exceptionally well-placed and equipped to address the ever-increasing demand for fabricated steel structures for infrastructure projects, data centres, oil & gas projects etc. - by leveraging its extensive fabrication expertise and proven track record…recently evidenced in the ability to set up and ramp up the manufacturing facility at Parli to a capacity of ~1000 MT per month.

Furthermore, the significant expansion anticipated within the Oil and Gas Industry presents vast opportunities for process plant equipment manufacturing. Building on its demonstrated capability in handling diverse metallurgies and fabricating complex equipment, the Company foresees strong business prospects for its manufacturing Units in this expanding segment.

In the coming years, the Company is strategically prepared to offer comprehensive services, including the construction of various storage tanks and associated works, fabrication and erection of penstock pipes, intricate piping works, and specialized fuel handling and storage systems. This initiative-taking positioning aligns the Company directly with the nation's infrastructural and industrial development priorities.

The Company is well-established in the shipbuilding vertical, boasting a decade of experience through its collaboration with Garden Reach Shipbuilders & Engineers (GRSE) in constructing ships primarily for the Indian navy. Artson has signed an MoU with Malabar Cement at Kochi with an intent to access a shipyard leased from the Cochin Port Trust. A composite services agreement with Konkan Barges private Ltd at

Alibaug allows access to a shipyard to construct the Floating Dry Dock for Sadhav. We are also in talks with a partner for access to a shipyard near Kolkata. Addition of senior leaders at Board and leadership team level with an intent to focus on growth in this sector are already done. The Company is actively exploring avenues for growth in the burgeoning water metros and Inland Water Transport (IWT) sectors. This aligns perfectly with India's efforts to rejuvenate its inland waterways, which are recognized for offering a cheaper, greener, and more efficient mode of transportation, especially for bulk cargo. The government's initiatives like the Sagarmala Programme and the development of numerous National Waterways underscore the immense potential in this area. The successful operation of the Kochi Water Metro further demonstrates the viability and potential for replicating such projects across other navigable waterways.

In view of this encouraging scenario and the vast opportunities ahead, the Company will strategically focus on leveraging its strengths and extensive track record to achieve sustainable and profitable growth, contributing to a stronger balance sheet in the coming years.

The Company prioritizes the health and safety of its employees, consistently maintaining an excellent record in this crucial area. This commitment has been acknowledged and appreciated by its clients, reflecting robust safety protocols and a positive workplace safety culture.

To further ensure the well-being of its workforce, the Company has implemented several supportive measures. This includes leveraging technology to facilitate flexible working arrangements, such as enabling employees to work from home when appropriate. This commitment to employee welfare extends beyond physical safety, recognizing the importance of holistic well-being in the modern work environment. A recently concluded employee engagement survey showed exceptionally high level of employee motivation and engagement. Furthermore, especially during challenging or uncertain periods, the Company remains steadfast in its core commitment to building and nurturing strong, enduring relationships with both consumers and partners. These relationships, founded on trust, communication, and mutual respect, are vital for sustained success and navigating evolving market dynamics. These efforts ensure that the Company not only adheres to high standards of operational excellence but also fosters a supportive environment for its employees and maintains valuable collaborations with its stakeholders.

3. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e., manufacturing of process plant equipment, fabrication of structures, fabrication and erection of Hull Blocks / Shipbuilding and associated works and construction of storage tanks etc. remains the same and there was no change in the basic nature of business of the Company during the year under review.

During the year under review, the Company's hull block fabrication and erection business witnessed expansion. This was primarily due to securing a new order for a Floating Dry Dock, a testament to its proven expertise from previous engagements with GRSE.

4. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long-term issuer rating of ‘IND A+/Stable'.

The Outlook is stable. The instrument-wise rating is as follows:

"IND A+/Stable/IND A1+" for the fund-based limits.

"IND A+/Stable/IND A1+" for the non-fund-based limits.

"IND A+/Stable for the Long-Term Issuer Rating.

5. DIVIDEND

Considering the Company's financial position, the Board of Directors has not recommended a dividend for the financial year 2024-25. Furthermore, as members are aware, pursuant to the revised terms of the loan (interest-free for 20 years) and the conversion of certain payables into loans (interest-free for ten years) provided by our Holding Company, Tata Projects Limited (TPL), the Company is restricted from declaring dividends to equity Shareholders (including the Holding Company/promoter) until the full repayment of these loans."

6. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to the General Reserve for the financial year ended 31^st March, 2025.

7. BORROWINGS

The total borrowings of the Company including long-term loans and working capital facilities stood at Rs. 4,766.31 Lakhs as on 31^st March 2025.

8. ANNUAL RETURN

The Annual Return of the Company for the FY 2024-25 in the prescribed form MGT-7 as required under section 92(3) of the Act is available on the website of the Company i.e., www.artson.net

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

No material changes and/ or commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company to which the financial ^st March 2025 and thestatementsrelatei. date.,31 of the report i.e., 22^nd July 2025.

During the FY under review, at their meeting held on 10^th June 2024, the Board of Directors appointed Mr. Deepak Natarajan as Non-Executive Director and Chairman of the Audit Committee.

b) Cessation of Directors

During the year under review, Mr. Sanjay Sharma, ceased to be a Director on the Board w.e.f. 10^th June 2024, consequent to stepping down from the Holding Company. Following the close of financial year, Mr. Deepak Natarajan, resigned from the position of Director w.e.f., 28^th April 2025, consequent to stepping down from the Holding Company, Tata Projects Limited (TPL).

c) Directors retiring by rotation.

In accordance with the provisions of the Act and the Company's Articles of Association, Mr. Vinayak Pai, retires by rotation and being eligible, offers himself for re-appointment. The proposal for re-appointment of Mr. Vinayak Pai is being placed at the AGM along with the necessary details.

During the financial year under review, Mr. Siva Rama Krishna resigned from the position of Chief Financial Officer with effect from 28th February, 2025. Following the close of the financial year, the Board of Directors, at their meeting held on 2^nd April, 2025, approved the appointment of Mr. Manoj Shah as the new Chief Financial Officer of the Company, effective 7^th April, 2025. This appointment was made based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee.

As per the requirement of Section 149 (7) of the Act, the Independent Directors of the Company, have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. NUMBER OF BOARD MEETINGS year, the Board met six (6) times i.e., on 8 Duringthefinancial ^th April 2024, 23^rd April 2024, 17^th July 2024, 12^th August 2024, 21^st October 2024, and 20^th January 2025. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of the Committees.

The following process was adopted for Board evaluation:

i. Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the meeting of Independent Directors and the Nomination and Remuneration. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the Nomination and Remuneration with the Chairman of the Board. It was also presented to the Board.

iv. Assessment of performance of every statutorily mandated Committee of the Board was conducted, and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

v. During the year under review, the recommendations made in the previous year were satisfactorily implemented. Based on the annual evaluation process and the overall engagement of the Independent Directors in the affairs of the Company during the year, the Board of Directors are of the opinion that the Independent Directors of the Company possess, practice, and preach highest standards of integrity and have the required experience and expertise in their respective areas which enable them to provide guidance to the Management and adds value in the Company's decision process.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board believes that the Company's internal financial controls were adequate and effective during the year ended 31 ^st March 2025. Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm

• In the preparation of the annual accounts, the applicable accounting standards have been followed and that there was no material departure therefrom.

• They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 and of the profit/ loss of the Company for the year ended on that date.

They have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

• They have prepared the annual accounts on a going concern basis.

They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31^st March 2025; and

• Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March 2025.

The Audit Committee (AC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

The composition of the Committee is as per the requirements of the provisions of Section 177 of the Companies Act, 2013. W.e.f. 28^th April 2025 Mr. Deepak Natarajan ceased to be the Chairman of Audit Committee due to his resignation from the Board and Mr. Shashank Jha was inducted as the Member of Audit Committee w.e.f. 14^th July 2025.

The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance, and internal financial controls. The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

During the financial year, the Audit Committee met Five (5) times i.e., on 23^rd April 2024, 17^th July 2024, 12^th August 2024, 21^st October 2024, and 20^th January 2025.

The Nomination and Remuneration Committee (NRC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

The composition of the Committee is as per the requirements of the provisions of Section 178 of the Companies Act, 2013. During the year under review, there were no changes in the composition of the NRC.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the

Companies Act, 2013 and Listing Regulations.

During the financial year, the Nomination and Remuneration Committee met Four (4) times i.e., on 18^th June 2024, 27^th June 2024, 21^st October 2024, and 20^th January 2025.

The Stakeholders' Relationship Committee (SRC) of the Company comprises of 2 Independent Director(s) and 1 Non-Executive Director.

The composition of the Committee is as per the requirements of the provisions of Section 178 of the Companies Act, 2013. During the year under review, there were no changes in the composition of the SRC.

The Committee is governed by terms of reference, which are in line with the regulatory requirements mandated by the

Companies Act, 2013 and Listing Regulations.

During the financial year, the Stakeholders' Relationship Committee met Four (4) times i.e., on 23^rd April 2024, 17^th July 2024, 21^st October 2024, and 20^th January 2025.

The Corporate Social Responsibility Committee (CSRC) of the Company comprised of 1 Independent Director, 1 Non-Executive Director and 1 Whole-Time Director until 10^th June 2025.

* Until 10^th June 2025.

The composition of the Committee was as per the requirements of the provisions of Section 135 of the Companies Act, 2013. W.e.f. 28^th April 2025 Mr. Deepak Natarajan ceased to be the member of CSRC due to his resignation from the Board.

Pursuant to the provision of section 135 of the Companies Act 2013 read with the corresponding Rules made thereunder and the Corporate Social Responsibility Policy adopted by the Board of Directors, the provisions of CSR spending in the year 2024-25 were not applicable to the Company, therefore during the year under review, no Corporate Social Responsibility Committee meeting was held. The Corporate Social Responsibility policy of the Company is available on the website of the Company, https://artson.net/about-us/policies/corporate-social-responsibility-csr-policy/

Based on the recommendations of the NRC, the Board of Directors approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel, and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Director's Remuneration, Code of Conduct, Board Effectiveness Review, and mandates of the Board Committees. The Remuneration Policy is placed on the website of the Company www.artson.net for reference and enclosed as Annexure 1.

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on related party transactions. All related party transactions entered during the year under review were on an arm's length basis and were in the ordinary course of business. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. There were no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and Body Corporate(s) which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of these Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC 2 is not applicable for the year under review. The details of the transactions with related parties are provided in the accompanying Financial Statements.

Particulars prescribed under Section 134(3)(m) of the Act pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure 2.

The Company has adopted comprehensive measures for risk management and mitigation. A formal risk reporting system has been devised to support this. To review, assess, and mitigate risks, and to identify opportunities arising from these risks, a Project Review Committee has been constituted. This Committee, comprising Directors and senior officials of the Company, addresses issues related to project implementation and execution, including delays, changes in scope, and estimation errors. Its mandate also extends to implementing robust checks and balances for the proper execution of future work. Key risk management and mitigation practices employed by the Company include Identification of key risks associated with business objectives; Impact assessment; Risk evaluation; and Formal risk reporting.

The Company neither has any joint venture with nor does it have any associate or subsidiary Company as defined under various provisions of the Act.

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V of the Act.

During the year under review, there were no significant and/ or material orders passed by any Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in future.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Act read with Rules made thereunder, the Shareholders at the 43^rd Annual General Meeting (AGM) of the Company held on 28^th June 2022, approved the re-appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (PwC) (Firm Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of the 43^rd AGM till the conclusion of the 48^th AGM to be held in the year 2027.

The Auditors' Report issued by PwC for the financial year 2024-25 does not contain any qualification, reservations, adverse remark, or disclaimer.

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held 24^th April 2025 re-appointed M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118), as the Cost

Auditors for the financial year 2025-26 to conduct the audit of Steel Products of the Company. The necessary consent letter and certificate of eligibility was received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar and Associates, Cost Accountants to conduct the audit of Steel Products of the Company for the financial year 2025-26 has been included in the notice convening 46^th AGM of the Company.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 23^rd April 2024 had appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for the financial year 2024-25. The Secretarial Audit Report in the prescribed form MR-3 on the audit conducted by the said Auditor is enclosed to this report as Annexure 3.

Further, based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 24^th April 2025 appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors of the Company for a term of five consecutive yearscommencingfromfinancialyear 2025-26 till financial year 2029-30. The necessary consent letter and certificate of eligibility was received from M/s. MKS & Associates, confirming their eligibility to be appointed as Secretarial Auditors of the

In terms of the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, (as amended or re-enacted from time to time) and based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 24^th April 2025 appointed M/s. Aneja Associates, Chartered Accountants, Proprietorship Firm (Firm Registration Number 100404W) as the Internal Auditors of the Company for the financial year 2025-26. M/s Aneja Associates confirmed their willingness and eligibility for appointment as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

The Company maintains adequate internal financial controls commensurate with the size and complexity of its operations. During the year under review, these controls were tested, and no reportable material weakness in their design or operation was observed. The Company has established comprehensive policies and procedures to ensure Proper and efficient conduct of its business operations; Safeguarding of its assets; Prevention and detection of frauds and errors; Accuracy and completeness of accounting records; and Timely preparation of reliable financial information.

The accounting policies adopted by the Company are in line with the Indian Accounting Standards (Ind-AS) and the Companies Act, aligning with accepted accounting principles in India. Any necessary changes in these policies are made in consultation with the Statutory Auditors and are duly approved by the Audit Committee.

The Company's internal audit system is robustly geared towards ensuring adequate internal controls tailored to the size and needs of the business. Its objectives include Promoting efficient conduct of operations through adherence to Company policies; Identifying areas for improvement; Evaluating the reliability of financial statements; Ensuring compliance with applicable laws and regulations; and Safeguarding assets from unauthorized use.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by Internal, Statutory, Cost, and Secretarial Auditors (including the audit of internal financial controls over financial reporting by the Statutory Auditors), and the reviews conducted by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2024-25

The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted an Internal Complaints Committee for Prevention of Sexual Harassment at workplace. The status of complaints as on 31^st March 2025: a. Number of complaints filed during the financial year: Nil b. Number of complaints disposed of during the financial year: Nil. c. Number of cases pending for more than 90 days: Nil. d. Number of complaints pending as on end of the financial year: Nil. Further, the Company is in compliance with the provisions of the Maternity Benefit Act 1961, ensuring applicable benefits are extended to the eligible employees.

During the year under review, no employee in the Company drew remuneration more than the amounts prescribed under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is enclosed as Annexure 4.

The authorised share capital of the Company is Rs. 17,00,00,000/- comprising of 15,00,00,000 equity shares of Rs. 1/- and 2,00,000 preference shares of Rs. 100/- each. Further, the paid-up equity share capital of the Company is Rs. 3,69,20,000/- divided into 3,69,20,000 equity shares of Rs. 1/- each. During the year under review, there was no change in the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

During the year under review, the Company has not: i. Issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014. ii. Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014. iii. Implemented any Employee Stock Option Scheme for its employees.

During the period under review, the Company has not given any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding Company pursuant to Section 67(2) of the Act.

The Company has adopted a Whistle Blower Policy to report to the Management, the instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Under the policy, the employees can approach the Company's Ethics Counsellor/ Chairman of the Audit Committee for reporting.

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and 46 (2)(b) to (i) and (t) and para-C, D and E of Schedule V are not applicable to the Company because, neither the paid-up share capital exceeds Rs. 10 Crore nor the net-worth exceeds Rs. 25 Crore as on the last day of previous financial year i.e., 31^st March 2025. Accordingly, the report pertaining to the Code of Corporate Governance have not been annexed.

Further, pursuant to the provision of Regulation 34 read with para-B of schedule V, the Management Discussion Analysis Report is enclosed as Annexure 5.

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited (Holding Company), customers - both in India and abroad, suppliers and vendors, Banks, and other Government and Regulatory authorities, Financing, and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.