Dear Shareholders,

Your Directors present their Twenty-Eighth Annual Report on the business and operations of Titagarh Rail Systems Limited (‘the Company' or ‘TRSL') together with the Audited Financial Statements, for the financial year ended March 31, 2025. The consolidated performance of Titagarh Group (the Company and its subsidiaries) has appropriately been referred to in this Report.

Financial and Performance Highlights and State of Company's Affairs

Titagarh Group's financial performance during the financial year ended March 31, 2025 was as follows:

(Rs. in crores)

The Operating segments based on the Company's products have been identified as "Freight Rail Systems" (FRS) consisting of Wagons Steel Castings and includes Shipbuilding, Bridges and Defence, and "Passenger Rail Systems" (PRS) consisting of Metro Coaches, EMUs, Trains Electricals, Tractions Motors. During the year under review, the Company added two new business verticals namely: (i) Shipbuilding and Maritime Systems (SMS) – to focus on shipbuilding, ship repair, and related maritime activities; and (ii) Signalling and Safety Systems (SSS) – aimed at developing and implementing railway signalling, train control, and safety solutions to enhance operational efficiency and safety in railway systems. Your Company's performance during the Financial Year ended March 31, 2025 (FY 2024-25) would have been substantially better had the challenges witnessed in value chain including mainly the shortage of wheels - a factor beyond the control of the Company, not arisen and as such may be summed up as reflecting sequential annual growth, particularly in revenue, EBIDTA and profitability, driven by more efficient operational execution even though the deliveries of Wagons by FRS segment were impacted as stated hereinbefore. The PRS segment is expected to improve significantly as the design-phase of the projects moves into production. Overall, the Company has delivered a reasonably satisfactory performance during FY 2025 when viewed in the backdrop of other important milestones achieved as reported hereunder underlining the Company's continuing growth momentum. On a standalone level, the key performance indicators including mainly revenue from operations, EBIDTA and Profit after tax, during FY 2025 registered marginal increase as compared to the corresponding numbers in FY 23-24 despite the challenge faced by mainly the shortage of wheels which has since been eased and normalcy expected to be restored during the current quarter.

On a consolidated basis, the Group's total income increased from Rs. 3,893.11 Crores in FY 23-24 to Rs. 3,943.10 Crores in FY 24-25 i.e. a marginal increase of 1.28%; the EBIDTA from Rs. 491.74 Crores in FY 23-24 to Rs. 508.39 Crores in FY 24-25 recording an increase of 3.39% and Profit before tax for FY 24-25 [before exceptional items & tax and share of Profit / (Loss) of joint ventures] was Rs. 405.66 Crores as compared to Rs. 391.18 Crores in FY 23-24, being an improvement of 3.70%.

Your Company achieved remarkable milestones during the Financial Year 2025 in the Group's journey towards its mission and vision of a leading mobility solution provider to billions underlining the Company's growth trajectory and rapid transformation as reflected in the following major developments: Your Company commenced Trainset Production for Bangaluru Metro's Yellow Line, as part of a contract with China Railway Rolling Stock Corporation (CRRC) for the Bangalore Metro Rail Corporation Limited's (BMRCL) Phase 2 Yellow Line project. This marks a significant milestone in Titagarh's ongoing contribution to India's urban rapid transportation infrastructure. TRSL offcially handed over its first driverless Made in India trainset to the BMRCL Yellow Line, thereby reinforcing the Company's stature as a leading manufacturer of cutting-edge, world class trains while spotlighting India's ascent as a global hub for railway manufacturing.

Increased Traction Motor Production: Titagarh ramped up the production of traction motors to 100 units per month, boosting India's self-reliance in railways under Atmanirbhar Bharat. This is a sound strategic move integrated with the Company's capability to manufacture traction converters indigenously aimed at catering to both the domestic and export markets thereby enabling the achievement of the Company's plans to be a global player in the PRS space.

Robust design capability is the key to your Company's growth plans and a new Engineering Centre in Bangaluru has been set up for gaining traction in Titagarh's innovation and design journey. The Centre is being outfitted with cutting-edge technology and infrastructure dedicated to new product development for Train Control & Monitoring Systems (TCMS) and advanced Propulsion Systems, revolutionizing the future of rail transportation in the country. The engineering Centre will also play a key role in executing TRSL's current and upcoming rolling stock & propulsion projects like Surat & Ahmedabad Metro, Vande Bharat, ICF EMU/

MEMU etc. demonstrating your Company's unwavering commitment to the ‘Make-in-India' and ‘Aatmanirbhar Bharat' initiatives towards a ‘Viksit Bharat'.

Hon'ble Prime Minister, Shri Narendra Modi unveiled the Phase-II design of the Ahmedabad Metro, which will be built indigenously by Titagarh. The metro design is integrated with and reflects the cultural spirit of Ahmedabad, Gujarat featuring Garba-inspired graphics that resonate with the local community while being equipped with state-of-the-art technology and modern amenities to ensure maximum passenger comfort enhancing the commuting experience and shaping the future of urban transport in the city.

During the year, Titagarh Firema Engineering Services Private Limited (TFESPL), which was initially incorporated as a joint venture with Titagarh Firema SpA, Italy (TFA), became a subsidiary of the Company with effect from February 14, 2025, following the allotment of 20,00,000 equity shares to the Company on a rights issue basis and the execution of amendments to the Joint Venture Agreement.

TRSL in collaboration with Bharat Heavy Electricals Limited (BHEL), inaugurated a dedicated production line for Vande Bharat Sleeper Trains at its Uttarpara facility, following INR 24,000 crore Indian Railways contract. The project, under the Make in India initiative, involves design, development, manufacture and delivery of 80 indigenously designed, semi high-speed sleeper trains with advanced safety and passenger comfort features and maintenance of the trains for 35 years.

Your Company was awarded the contract for Design, Manufacture, Supply, Testing, Commissioning & Training of 30 nos. of Standard Gauge Cars for Ahmedabad Metro Rail Phase-II Project by GMRCL valued approx. Rs. 350 Cr. TRSL received Letter of Acceptance (LOA) from Ambuja Cements Limited and ACC Limited, group companies of Adani Cement Limited, for "Manufacture and Supply of 16 nos. of BCFCM Rakes Wagon with BVCM Wagon". The order value is about INR 537.11 Crores to be executed between January 2026 to March 2027.

The Company as a part of its strategic growth plans announced formation of 2 new business verticals namely Shipbuilding and Maritime Systems (SMS) and Signalling and Safety Systems (SSS), for enhancing focused growth in SMS and to be equipped to seize the exciting opportunities in SSS space for consolidating its leading position as a mobility solutions provider in railway sector.

Reinforcing its strategic focus on strong financial health and resource management, the Company maintained its net debt negative status during the year, highlighting continued fiscal strength and resilience.

Outlook

The current year has already witnessed certain important developments viz.

Your Company produced 300 traction motors during the Q1FY26 against a production of 176 in the previous quarter and 78 in the corresponding quarter. Your Company secured new orders for supply of 273 traction motors to Indian Railways for an amount of INR 37 crores taking the total external order book of this SBU as on date to INR 544 crores consisting of Traction motors for Locomotives, Propulsion systems including traction converters for EMU and Propulsion systems as well as Traction converters for MEMUs.

Total order book of PRS is robust at INR 26,000 crore including the share of joint ventures. The Company is in advanced stages of completion of design phase of the Vande Bharat project and has set up the complete car body production line for the Vande Bharat coaches at Uttarpara facilities and started the production of the first car body during Q1FY26. Further, your Company is targeting scaling up the production capacity of 120 coaches in the current year.

Successfully commissioned an integrated combined test bench for the propulsion system and an integrated Train Control and Management System (TCMS) test bench which enables the Company to attain full competencies in this field.

New orders for 966 wagons from Indian Railways and private sector customers for an aggregate value of INR 396 crore already secured taking the total order of FRS to INR 4,144 crore comprised in 10,772 wagons.

Foundry capacity expansion project of the Company is on track and would make your Company 100% self-sufficient for captive consumption for wagons.

Another key milestone - the Company has entered into a 99-year lease agreement dated 12th July 2025 with the Hon'ble Governor of West Bengal for approximately 40.009 acres of land contiguous to its existing factory at Uttarpara, West Bengal, at an aggregate cost of about INR 137 crores. The strategic nature of this land parcel provides crucial space for establishing enhanced production infrastructure, and dedicated areas for testing and commissioning of metro coaches and Vande Bharat trains.

Approval has been received for issuance of 21,11,932 convertible warrants at INR 947/- each to members of promoter group, totalling INR 199.99 crores.

On August 10, 2025, Hon'ble Prime Minister, Shri Narendra Modi inaugurated the Yellow Line of Bengaluru's Namma Metro, connecting R.V. Road Metro Station to Bommasandra. The Metro, built indigenously by Titagarh in collaboration with CRRC, marks yet another milestone in Titagarh's journey.

The implementation of Government's plans to radically improve the railway infrastructure as part of its "AtmaNirbhar Bharat" and "Make in India" initiatives towards its commitment to "Viksit Bharat" is expected to keep the demand for your Company's products strong in future. Further, the dedicated focus on continuous improvement in its products and processes duly supported by innovative measures to optimally utilise the resources for execution of the orders combined with further growth in order book from continuing participation in tenders for both freight rolling stock and passenger rolling stock segments makes the outlook for the current year promising.

On a consolidated basis your Company's performance during the year under review was reasonably satisfactory although the contribution from joint ventures in various stages of project execution would accrue going ahead. The analysis of performance/status of the subsidiaries, joint ventures and associate company has been reported hereinafter and also dealt with in detail in the Management Discussion and Analysis annexed to this Report.

Management Discussion and Analysis

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Dividend

The Board of Directors considering the good performance and strong cash flow, has recommended a dividend of 50% i.e. Re. 1/- per equity share of face value of Rs. 2/- each out of the profits for the financial year ended March 31, 2025 as compared to 40% i.e. Re. 0.80 per equity share for the previous year. The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy, which can be accessed on the website of the Company at https://www.titagarh.in/storage/report/ actual/1683172930_WE83p_ddr-policypdf.pdf

The said dividend, if approved by the members at the ensuing 28th Annual General Meeting (‘AGM') will be paid to those shareholders whose name appears on the register of members (including Beneficial Owners) of the Company as on the Record Date.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. As a result, the Company will pay the dividend after deducting applicable tax, if any at source. The total dividend on equity shares for FY 2024-25, if approved by the shareholders, would in aggregate be about Rs. 13.47 Crores.

Transfer to reserves

Your directors do not propose to transfer any amount to the general reserve for the year under review.

Change in nature of business, if any

During the year under review there was no change in the nature of business of the Company.

Changes in Share Capital

As at March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company was Rs. 26,93,47,536 comprising of 13,46,73,768 equity shares of Rs. 2/- each. Pursuant to the approval of the shareholders, the Nomination and Remuneration Committee (NRC) at its meeting held on 3rd February, 2025, approved grant of 5,00,000 stock options to the eligible employees in accordance with the Titagarh Rail Systems Limited Employee Stock Options Scheme (TRSL ESOP-2023).

Further, the NRC at its meeting held on 13th February, 2025 approved modification to TRSL ESOP Scheme 2023, for increase of Stock options from 5,00,000 to 15,00,000 which was approved by the Board and received the consent of the shareholders of the Company. In principle listing approvals for the aforesaid are under consideration of the Stock Exchanges. During the year under review, the Company has not issued any shares or convertible securities or shares with differential voting rights nor granted sweat equity.

Awards, Achievements & Notable events

The Company and its management received several notable recognitions during the year: InnoTrans 2024 – Berlin - TSL and Firema showcased innovative rail solutions on a global stage at InnoTrans 2024 in Berlin.

Your Company was bestowed with the 'Excellence in Manufacturing of Wagons' award at "The 5th Rail Analysis Innovation & Excellence Summit 2024". This recognition reinforces the Company's commitment to excellence and innovation.

Showcasing at UMI Conference & Expo 2024: At the 17th Urban Mobility India Conference and Expo 2024, TRSL proudly showcased the spirit of #MakeInIndia through advanced rail technologies and sustainable transport solutions. The Company had the honour of presenting its innovations to Shri Manohar Lal Khattar, Hon'ble Minister of Power and Housing & Urban Affairs, and engaging with industry leaders to drive the vision of a Viksit Bharat forward.

Bengal Global Business Summit 2025: Shri Umesh Chowdhary, VCMD, and Shri Prithish Chowdhary, Dy. MD addressed the Bengal Global Summit 2025, sharing insights on industry growth and innovation. This was followed by participation in the BGBS exhibition on 5–6 February at Biswa Bangla Mela Prangan.

Innovation Award: The Company received the "Innovation in Rolling Stock & Components" award at the 6th Rail Analysis Innovation & Excellence Summit 2025, recognizing its dedication to transforming the rail industry.

Featured in Burgundy Private Hurun India 500: Titagarh was listed among India's top 500 companies for excellence and innovation.

Anantya Award for Philanthropy: Smt. Rashmi Chowdhary, Non-Executive Director and Chairperson of CSR Committee, was honoured with the Anantya Award by FICCI FLO for her impactful work in philanthropy.

Business Leader of the Year: Shri Prithish Chowdhary, Dy. Managing Director, won the ‘Business Leader of the Year' award at the HRD India Awards 2025, held in Kolkata celebrating his leadership in mobility innovation.

Credit Rating

During the year under review, CRISIL Ratings Limited revised its outlook on long-term bank facilities of the Company earlier reported in September 2023, to ‘CRISIL A+/ Stable' and short-term bank facilities of the Company was reafirmed to ‘CRISIL A1".

Further in June 2024, Credit Rating of the Company was upgraded to CRISIL AA-/ Stable (Long Term Rating) and CRISIL A1+ (Short Term Rating) by CRISIL Ratings Limited.

Material Changes and Commitments after the balance sheet date:

No material changes and commitments have occurred since the date of close of the financial year, to which the financial statements relate, till the date of this report, which might affect the financial position of the Company.

Investor Education and Protection Fund (IEPF)

As stipulated by the applicable provisions of the Companies Act, 2013 (‘the Act') read with IEPF (Accounting, Audit, Transfer & Refund) Rules, 2016, as amended (‘the IEPF Rules') all unpaid or unclaimed dividend required to be transferred by the Company to the IEPF has been/ shall be transferred, details whereof are provided on the Company's website: www.titagarh.in.

Pursuant to the provisions of Section 124(6) of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority (‘IEPF Account') as notified by the Ministry of Corporate Affairs. In accordance with the said provisions, the Company had executed and submitted the necessary documents for transfer of 9,691 equity shares of Rs. 2/- each, to the IEPF account, on October 3, 2024, in respect of which dividend had not been claimed by the members for seven consecutive years or more as on the cut-o_ date, i.e. September 5, 2024. The details of all shares transferred to the IEPF Account are uploaded on the Company's website. The Company identified 239 shareholders holding 10,857 equity shares in aggregate, who have not claimed their dividend consecutively since FY 2017-18 and therefore shares held by them were liable to be transferred to the IEPF Account on due date i.e. November 04, 2025 which has since been done. The Company sent a communication to all concerned with information regarding transfer of their shares and reminder for taking appropriate action for claiming the dividend unclaimed on their shares and also published a Notice in the leading newspaper both in English and Vernacular language on June 20, 2025, which was also uploaded at the website of the Company and the Stock Exchanges.

Risk Management, Risks and Concerns

A Risk Management Policy to identify and assess the key risk areas, monitor mitigation measures and report compliance which is in line with the provisions of the Act and Listing Regulations has been adopted by the Company. Based on a review, major elements of risks have been identified and are being monitored for effective and timely mitigation.

The Company has a Risk Management Committee of the Board of Directors of the Company under the Chairmanship of Shri Atul Joshi, Independent Director of the Company, to assist the Audit Committee and the Board of Directors in overseeing the Company's risk management processes and controls.

The Company has laid down governance procedures around information, communication and risk reporting to inform the Risk Management Committee, the Audit Committee and the Board of Directors about risk assessment, mitigation effectiveness evaluation and related outcome and status. The strategic risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/ relevant.

Subsidiary Companies, Associates and Joint Ventures

A report containing the details required under Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 in respect of performance and financial position for the financial year ended March 31, 2025, of subsidiaries: Titagarh Singapore Pte. Ltd., Singapore and Titagarh Firema Engineering Services Private Limited (TFESPL) (joint venture company till 13th February 2025 and subsidiary on and from 14th February 2025); associate: Titagarh Firema SpA, Italy and Joint Venture Companies: Titagarh Mermec Private Limited, Ramkrishna Titagarh Rail Wheels Limited, and Shivaliks Mercantile Limited (formerly Shivaliks Mercantile Private Limited) included in the Consolidated Financial Statements (CFS) in the Form AOC-1 is annexed to this Report and marked as Annexure DR-1. The CFS is attached to this Annual Report.

As reported herein before, the Board of Directors of the Company at its meeting held on 13th February, 2025, has approved subscription to Rights Issue made by TFESPL, joint venture company and also applied for additional equity shares. Pursuant to allotment of 20,00,000 equity shares on Rights Issue basis, the Company's shareholding in TFESPL increased from 49% to 66% w.e.f. 14th February, 2025. The Board has accorded in principle approval for transfer of Shipbuilding & Maritime business of the Company into a separate entity which became the Company's wholly owned subsidiary w.e.f. 11th August, 2025, namely Titagarh Naval Systems Private Limited (TNSPL), subject to required regulatory approvals.

Such transfer will enable the Company to focus on its core activity of Railway systems, as well as facilitate TNSPL to pursue the growth in the shipbuilding sector under the various initiatives and schemes announced by the Government of India. TNSPL proposes to establish and expand its shipbuilding facility at Falta. TNSPL will pursue this growth opportunity independently or via such strategic business alliance as may be deemed appropriate.

Loans, Guarantee and Investments

Particulars of loans/guarantees and investments made by the Company pursuant to the Section 186 of the Act are furnished under notes to financial statements. The Company has been informed that the said loan, guarantee and security are proposed to be utilised by each recipient for its general business/corporate purposes.

Significant and Material Orders

There were no material/significant orders passed by any regulator, tribunal impacting the going concern status and the Company's operations in future.

Copy of the Annual Return

Pursuant to the provisions of Section 92(3) of the Act read with Section 134(3) (a), the copy of the annual return for the financial year ended March 31, 2025, is available on the website of the Company at web link https://www.titagarh. in/storage/report/actual/form-mgt-7(2024-25).pdf and the same can be viewed by the members and stakeholders of the Company.

Related Party Transactions

All Related Party Transactions (RPTs) are entered into by the Company pursuant to compliance with the applicable laws and also in accordance with the policy adopted by the Board. Audit Committee reviews and approves all the RPTs as stipulated by the Listing Regulations and based thereon final approval of the Board is obtained. The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Act and as mentioned in form AOC-2 of the Rules prescribed in the Companies (Accounts) Rules, 2014 under the Act are annexed hereto and marked as

Annexure DR-2.

Number of Board Meetings

The Board of Directors met nine (9) times during the financial year ended March 31, 2025 as per the details provided in the Corporate Governance Report forming part of Annual Report.

Composition of Audit Committee

As on the date of this report, the Audit Committee constituted by the Board has Shri Atul Joshi as Chairman and Shri Krishan Kumar Jalan and Shri Bontha Prasada Rao as the members. Further details are provided in the Corporate Governance Report forming part of Annual Report.

During the year all recommendations made by the Audit Committee were accepted by the Board.

Directors and Key Managerial Personnel

The shareholders at their 27th Annual General Meeting held on August 27, 2024 approved the following appointment/reappointment:

1. The re-appointment of Shri Anil Kumar Agarwal (DIN: 01501767), Executive Director designated as Deputy Managing Director and CEO (FRS) for a period of 3 (three) years w.e.f. May 29, 2024.

2. Elevation of Shri Prithish Chowdhary as the Deputy Managing Director of the Company w.e.f. May 15, 2024.

Based on the recommendation of Nomination and Remuneration Committee ("NRC") and Audit Committee:

3. Shri Anil Kumar Agarwal (DIN: 01501767) was elevated to Deputy Managing Director of the Company w.e.f. February 03, 2025.

4. Shri Saket Kandoi, Director (Freight Rolling Stock) was given responsibility of the Maritime business and designated as Director & CEO (Shipbuilding & Maritime Systems) w.e.f. February 03, 2025.

Further, pursuant to the recommendations of the NRC, the Board approved the following on 7th April, 2025:

1. Re-appointment of Ms. Nayantara Palchoudhuri (DIN: 00581440), as Non-executive Independent Director for a term of 5 years, w.e.f. 22nd June 2025.

2. Re-appointment of Shri Krishan Kumar Jalan (DIN: 01767702), as Non-executive Independent Director for a term of 5 years, w.e.f. 13th August, 2025 and

3. Re-appointment of Shri Sushil Kumar Roongta (DIN: 00309302), as Non-executive Independent Director for a term of 5 years, w.e.f. 1st January, 2026

4. Re-appointment of Shri Umesh Chowdhary (DIN: 00313652), Vice Chairman & Managing Director & CEO of the Company for a term of five years, w.e.f. 1st October, 2025.

The above said re-appointments were approved by the shareholders through Postal Ballot on 19th June, 2025. In terms of Section 149 of the Act and Listing Regulations, Shri Atul Joshi, Shri Sushil Kumar Roongta, Shri Krishan Kumar Jalan, Ms. Nayantara Palchoudhuri, Shri B.P. Rao and Shri Debanjan Mandal are the Independent Directors of the Company as on the date of this report.

Shri J.P. Chowdhary Executive Chairman and Shri Prithish Chowdhary Deputy Managing Director, retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

The information prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the above-named Director is given in the Notice of Twenty Eighth Annual General Meeting.

The Board has pursuant to the recommendation of Nomination & Remuneration Committee at their respective meetings held on 7th April, 2025 taken on record retirement of Shri Dinesh Arya, Company Secretary and Chief Compliance Officer w.e.f. the close of business hours on 31st May, 2025 and appointed Shri Aditya Purohit as the Company Secretary and Compliance Officer of the Company w.e.f. 1st June, 2025.

Evaluation of the Board's performance, Committee and Individual Directors

In compliance with the Act and Listing Regulations, the performance evaluation of the Board, Committees and Individual Directors was carried out during the FY 2024-25 as per the details set out in Corporate Governance Report.

Declaration by Independent Directors

Declarations pursuant to the Sections 164 and 149(6) of the Act and Listing Regulations and afirmation of compliance with the Code of Conduct as well as the Code for Regulation of Insider Trading adopted by the Board, by all the Independent Directors of the Company have been made. In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience, expertise and pro_ciency.

Remuneration Policy and remuneration

A policy approved by the Nomination and Remuneration Committee and adopted by the Board is practiced by the Company on remuneration of Directors and Senior Management Employees, as per the details set out in the Corporate Governance Report.

Corporate Governance Report

The Company has complied with the corporate governance requirements under the Act and Listing Regulations. A separate section on Corporate Governance under Listing Regulations along with a certificate from a Company Secretary in Practice confirming compliance is annexed to and forms part of the Annual Report.

Business Responsibility and Sustainability Report (BRSR)

In compliance with Regulation 34(2)(f) of Listing Regulations, the BRSR is annexed to and forms part of the Annual Report, on the environmental, social and governance efforts during the year under review.

Internal Control System

The Company has system of internal controls and necessary checks and balances so as to ensure: a. that its assets are safeguarded; b. that transactions are authorised, recorded and reported properly; and c. that the accounting records are properly maintained and its financial statements are reliable.

The Company has appointed external firm of Chartered Accountants to conduct internal audit whose periodic reports are reviewed by the Audit Committee and Management for bringing about desired improvement wherever necessary.

Vigil Mechanism / Whistle Blower Policy

A fraud and corruption free environment as part of work culture of the Company is the objective and with that in view a Vigil Mechanism Policy has been adopted by the Board which is uploaded on the website of the Company at www. titagarh.in. No complaint falling under the purview hereof has been received by the Audit Committee during the year under review.

Internal Complaints Committee

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, further details of which are given in the Corporate Governance Report. No complaint was lodged with the Committee during the financial year 2024-25.

The Directors state that: i. Appropriate Accounting Standards as are applicable to the Annual Statement of Accounts for the financial year ended March 31, 2025 had been followed in preparation of the said accounts and there were no material departures therefrom requiring any explanation; ii. The Directors had selected and followed the accounting policies as described in the Notes on Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period; iii. The Directors had taken proper and sufficient care 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 fraud and other irregularities; iv. The Directors had prepared the Annual Accounts on a going concern basis; and v. The Directors had laid down Internal Financial Controls (IFC) to be followed by the Company and that such IFC are adequate and operating effectively. vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditor & Auditor's Report

The shareholders of the Company at the Twenty Fifth Annual General Meeting held on September15, 2022, approved the re-appointment of Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (FRN 304026E/E-300009) as the Statutory Auditors of the Company for a second term of five consecutive years to hold the office till the conclusion of Thirtieth Annual General Meeting to be held in the year 2027.

With the approval of the members of the Company obtained at the Twenty Sixth Annual General Meeting held on September 29, 2023, M/s. Salarpuria & Partners, Chartered Accountants (Firm Registration Number 302113E) were appointed as Joint Statutory Auditors of the Company for a term of five consecutive years to hold the office till the conclusion of Thirty First Annual General Meeting to be held in the year 2028.

The Auditors' Report on the standalone financial statement for FY 2024-25 (SFS) does not contain any qualification, reservation or adverse remark, except a qualified opinion in respect of investment, direct and indirect through Shivaliks Mercantile Limited, a joint venture company, in Titagarh Firema SpA ("Firema") an associate company based in Italy, at carrying value of Rs.112.73 crore as at 31st march, 2025. The Note No. 49 to the SFS is self explanatory i.e. Firema having encountered significant operational and financial difficulties due to an ongoing dispute with one of its largest customers its liquidity postion has been severely impacted. Firema has filed for protection under Italian Crisis Code - Composizione Negoziata della Crisi (CNC) along with a restructuring plan on May 14, 2025 with Chamber of Commerce, which was also admitted by the Court of Naples on May 27, 2025. Pending the outcome of CNC process and approval by the Court, the possible impairment loss in the carrying value of investments in Firema as stated above and its consequential impact on the profit for the year and the net worth of the Company as at March 31, 2025 is currently not determinable.

Consolidated Financial Statements

In accordance with IND-AS 24 issued by the Institute of Chartered Accountants of India, consolidated financial statements (CFS) prepared on the basis of financial statements received from subsidiary company as approved by its Board, form part of this Report & Accounts.

The Auditors' Report on the CFS for FY 2024-25 does not contain any qualification, reservation or adverse remark, except a qualified opinion in respect of investments (directly and indirectly through Shivalik Mercantile Limited, a joint venture company) in Titagarh Firema SpA ("Firema"), an associate company of the Group based in Italy, with a carrying value of net equity investment of Rs. 74.58 crores as at March 31, 2025, having encountered significant operational and financial difficulties due to an ongoing dispute with one of its largest customers which has severely impacted its liquidity position. Firema has filed for protection under Italian Crisis Code - Composizione Negoziata della Crisi (CNC) along with a restructuring plan on May 14, 2025 with Chamber of Commerce, which was also admitted by the Court of Naples on May 27, 2025.

The Note No. 35 to the Notes to CFS is self-explanatory i.e. pending the outcome of the CNC process and approval by the Court, the possible impairment loss on the carrying value of net equity investments in Firema as stated above and its consequential impact on the profit for the year and the net worth of the Group as at March 31, 2025 is currently not determinable.

As the Notes 49 to the SFS and 35 to CFS respectively adequately explain the qualified opinion, no further explanation in this Report is considered necessary.

Cost Auditors

M R Vyas & Associates, Cost Accountants, (Registration No. 2032) have been re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2024-25 subject to rati_cation of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended March 31, 2025 would be filed as stipulated by the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

Secretarial Auditor

Secretarial Audit has been conducted by Shri Sumantra Sinha, Practicing Company Secretary appointed by the Board and their report is annexed hereto and marked as Annexure DR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors at its meeting held on 11th August, 2025, approved appointment of M/s Prateek Kohli & Associates, Practising Company Secretaries (Unique Code P2017WB059700) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years w.e.f. 1st April 2025, subject to shareholders' approval at the 28th Annual General Meeting.

Deposits

The Company did not accept any deposits covered under Chapter V of the Companies Act, 2013 during the financial year ended March 31, 2025.

Particulars of Remuneration of Directors/KMP/ Employees

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) is annexed and marked as Annexure DR-4. The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Report, is readily available for inspection by the members at the Company's Registered Office between 10.30 A.M. to 1 P.M. on all working days upto the date of ensuing AGM. Should any member be interested in obtaining a copy including through email (investors@titagarh.in), may write to the Company Secretary at the Company's Registered office.

A. Empowering the employees: The Company considers its organizational structure to be evolving consistently over time while continuing with its efforts to follow good HR practices. Adequate efforts of the staff and management personnel are directed on imparting continuous training to improve the management practices.

B. Industrial Relations: Industrial relations at all sites of the Company remained cordial.

C. No. of Employees: Manpower employed as at March 31, 2025 was 1356.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as

Annexure DR-5.

Corporate Social Responsibility

A report on Corporate Social Responsibility (CSR) activities undertaken during the financial year ended March 31, 2025 pursuant to the provisions of Section 135 of the Act and rules made thereunder is annexed to this Board's Report and marked as Annexure DR-6.

Apart from the above, the Company makes, inter alia, donations to the charitable institutions directly and through philanthropic organisations engaged in providing medical, education and other reliefs to the economically weaker sections of the society.

Industrial Training Institute (the "ITI") set up on the Company's land at Titagarh plant situated in Barrackpore, North 24 Parganas under Private Public Partnership (PPP) having access to the requisite infrastructure provided by the Company is maintained by the Company. ITI imparts hands-on training to the local people and caters to the requirement of skilled workmen by industrial units.

The Company's CSR activities include initiatives for enhancing vocational skills. The National Apprenticeship Promotion Scheme (NAPS) is a flagship scheme of the Government of

India, launched under the Ministry of Skill Development and Entrepreneurship. Your Company provides training to unemployed and uneducated youth at its business segments under the NAPS. During the year under review through this initiative your Company supported 1120 apprentices for enhancing their skills and making them employable. Your Company has been engaging apprentices under the Scheme since long, however, it was decided in 2023-24, to bring it under the ambit of its CSR activities by way of supporting a group of apprentices over and above the statutory minimum requirement of the total workforce. The Board at its meeting held on 30th May, 2025 approved creation of a trust for implementing CSR activities of the Titagarh Group in accordance with the provisions of the Companies Act, 2013 and applicable CSR Rules, made thereunder, with the objective to promote the cultural and social welfare of the underserved communities/economically weaker sections of the society.

Smt. Rashmi Chowdhary, Chairperson of the CSR Committee of the Company is also the Chairperson of the Trust- "Titagarh Group Foundation".

Listing

The Company's Equity Shares are listed at the BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE). The listing fees for the financial year ending on March 31, 2026 have been duly paid. As at December 31, 2024 (the latest list available on the NSE as of the date of this Report), your Company was at 371 in the list of all listed companies as per Market Capitalisation released by National Stock Exchange of India Ltd. & BSE Ltd.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Disclosure under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place a suitable mechanism for prevention, prohibition and redressal of sexual harassment of women at workplace and constituted an Internal Complaints Committee (ICC) to address the complaints, if any received under the above Act which covers all employees. There was no complaint received from any employee during the FY 2024-25 and as such no complaint was outstanding as at 31st March, 2025 for redressal. The ICC discharges its duties in accordance with the above Act read with the Rules/Policy thereunder.

Compliance with The Maternity Benefit Act, 1961

The Company ensures compliance with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder and is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as stipulated under the Maternity Benefit Act, 1961.

Codes and Policies

Your Company has laid down various policies and codes including "Insider Code" for effective corporate governance and afirms that no person is denied access to the Audit Committee/internal authority concerned from approaching with the information they may wish to communicate. In addition, your Company has Titagarh Code of Conduct for other aspects of clean, transparent, anti bribery, integrity and morally ethical conduct. The said codes and policies are available on the web site of the Company www.titagarh.in.

Other Disclosures

1. The Auditors of the Company have not reported any instance of fraud committed in the Company by its officers or employees as specified under section 143(12) of the Act, details of which needs to be mentioned in this Report.

2. There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

3. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - There are no instances of one-time settlement during the financial year under review.

Acknowledgement

The Directors place on record their sincere appreciation of the cooperation and support extended by the Government, Banks/Financial Institutions and all other business partners. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.