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.

FINANCIAL RESULTS

HIGHLIGHTS OF COMPANY’S PERFORMANCE

On a standalone basis, the turnover of the Company,
including income from operations (gross) and other
income for the year under review stood at ' 343.07
crores vis-a-vis ' 68.91 crores in the previous year.
Operating profit of the Company for the year under
review was ' 4.19 crores as compared to an operating
loss of ' 106.88 crores in the previous year. The Company
booked profit (after tax) of ' 2.90 crores during the year
under review against profit (after tax) of ' 253.92 crores
during the previous year, which includes exceptional
items of ' 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 ' 343.09 crores compared to ' 69.07 crores in the
previous year. The Group earned an operating profit of
' 4.15 crores during the year under review as compared
to an operating loss of ' 106.90 crores in the previous
year. The overall profit before tax during the year under
review was ' 4.15 crores against a profit of ' 195.65 crores
in the previous year, which includes exceptional items of
' 302.55 Crs. attributing to the One Time Settlement of
the Companies entire debt structure with the consortium
bankers.

FOREIGN SUBSIDIARY COMPANY

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

FINANCE

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

CONSOLIDATED FINANCIAL STATEMENT

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.

DIVIDEND

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

SHARE CAPITAL

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 ' 10 each on Preferential basis at a premium
of ' 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
' 17,52,68,570/- divided into 1,75,26,857 equity shares
of face value of ' 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 ' 10/- each
with no premium (at a time when the market price of the
shares of the Company was hovering around ' 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 ' 10 each for cash
at a price of ' 10 each on 17^th May, 2024 for an aggregate
amount of ' 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 ' 66,60,20,560/-, comprising of 6,66,02,056
fully paid-up Equity Shares of face value of ' 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
' 70,00,00,000 divided into 7,00,00,000 equity shares of
' 10 each to ' 1,00,00,00,000 divided into 10,00,00,000
equity shares of ' 10 each.

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

GENERAL RESERVE

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

DEPOSITS

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.

KEY MANAGERIAL PERSONNEL

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

BOARD MEETINGS

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.

COMMITTEES OF THE BOARD

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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

COMPLIANCE OF SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

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).

STATE OF AFFAIRS OF THE COMPANY

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
ANNEXURE-IV.

DIRECTORS’ RESPONSIBILITY STATEMENT

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.

DECLARATION BY INDEPENDENT DIRECTORS

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.

INTERNAL FINANCIAL CONTROLS

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.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITIONS BETWEEN END
OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

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.

CORPORATE GOVERNANCE

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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

STATUTORY AUDITORS & THE AUDITORS’ 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.

SECRETARIAL AUDITORS & THE SECRETARIAL
AUDIT REPORT

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.

EXPLANATION TO THE OBSERVATIONS OF THE
STATUTORY & SECRETARIAL AUDITORS

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.

COST AUDITORS & THE COST AUDIT REPORT

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 re¬
appointed 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 ' 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.

PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

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 ' 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 ' 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.

HUMAN RESOURCE

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.

PARTICULARS OF EMPLOYEES

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.

CONFIRMATION OF COMPLIANCE ON PREVENTION
OF SEXUAL HARASSMENT AT WORKPLACE

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.

ANNUAL RETURN

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/.

COMPLIANCE WITH CODE OF CONDUCT

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.

ANNEXURES FORMING 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:

APPRECIATION

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.

For and on behalf of the Board of Directors

Place: Kolkata Sunil Kumar Chaturvedi

Date: 26^th May, 2025 Chairman & Managing Director