Your Directors present the 48th Annual Report together with the Audited Financial Statements for the year ended 31st March 2023 as under:

FINANCIAL RESULTS

(Rs in Crs.)

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 Rs. 54.69 Crs. vis-a-visRs. 89.26 Crs. in the previous year. Operating loss of the Company for the year under review was Rs. 92.09 Crs. as compared to an operating loss of Rs. 143.94 Crs.in the previous year. The Company booked loss (after tax) of Rs. 88.28 Crs. during the year under review against loss Rs. 416.48 Crs. during the previous year which also included an exceptional loss of Rs. 259.53 Crs.

The consolidated turnover of your Company's Group including income from operations (gross) and other income during the year ended 31st March 2023 stood at Rs. 50.53 Crs. compared to Rs. 77.13 Crs. in the previous year. The Group incurred a loss of Rs. 94.72 Crs. during the year under review as compared to a loss of Rs. 158.63 Crs. in the previous year. The overall loss before tax during the year under review was Rs. 94.72 Crs. against a loss of Rs. 418.16 Crs. in the previous year.

In spite of the distressed financial results during the year under review, the Company continues to have a healthy order book position as on 31st March 2023 amounting to Rs. 207.80 Crs. for supply of equipment to the Defence Sector as well as to Private Enterprises and Rs. 25.90 Crs. towards supply of spares and provision of customer support services.

FOREIGN SUBSIDIARY COMPANY

The Foreign Subsidiary viz., TIL Overseas Pte. Ltd., Singapore had a revenue of Rs. 0.10 Cr. during the year under review as compared to previous year's revenue of Rs. 2.74 Crs. It registered a loss of Rs. 5 Crs. after tax during the year under review compared to a profit of Rs. 0.15 Cr. after tax in the previous year.

FINANCE

After adjusting loss for the current year, the reserves & surplus (excluding revaluation reserves) of the Company has decreased from ' (213.09) Crs. to ' (302.10) Crs. and the shareholders' fund decreased from ' (203.06) Crs. to ' (292.07) Crs. as at 31st March 2023 respectively.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and applicable Indian Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2022-23, 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 no profits during the financial year ended 31st March 2023, the Board does not recommend payment of any Dividend.

FINANCIAL RESTRUCTURING PROPOSAL

During the year under review, the lenders have continued to extend 'Holding on Operations' to the Company through the 'Trust & Retention Account' being operated with the Lead Bank of the Consortium viz., Bank of India ('BOI'). The Company had been in discussion with the lenders for fund raising through an Investor and also for resolution of debts.

In November, 2022, the Company had received a proposal from Indocrest Defence Solutions Private Limited ("Investor"), a private limited company and having its registered office at 802, 8th Floor, Kailash Building 26, Kasturba Gandhi Marg, New Delhi 110001, India, for infusion of capital in the Company to meet its business requirement and for restructuring the obligations of the Company under the Facilities in accordance with the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019 issued by the Reserve Bank of India (RBI) vide its circular dated 7th June 2019.

Accordingly, the Board of Directors at its meeting held on 26th November 2022 approved (i) execution of an Investment Agreement by the Company with the Investor and the Promoters of the Company and (ii) issue/allotment of equity shares to the Investor under Regulation 164A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("Regulation") subject to necessary approval from the Shareholders and other Regulatory Authorities.

The Company, on 28th November 2022, had submitted a Resolution Plan with the Lenders in accordance with the aforesaid RBI Circular under the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions, 2019. Approval of the Shareholders for issue and allotment of 7,496,592 equity shares of face value of Rs. 10/- each at a price of Rs. 92.40 (Rupees Ninety Two and Forty Paisa) per share as determined under the aforesaid Regulation for cash consideration to the Investor aggregating to amount up to Rs. 692,685,101 (Rupees Sixty Nine Crore Twenty Six Lakh Eighty Five Thousand One Hundred One) by way of preferential allotment on a private placement basis has been received on 23rd December 2022. The Resolution Plan is under discussion with the Lenders of the Company.

As reported earlier, BOI had filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal on 28th September 2022 and the same is pending for admission.

As a result of booking of losses during the year under review, the net worth of the Company continues to be negative. However, considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering the sales orders in hand, the Company is of the opinion that the material uncertainties are expected to be mitigated and hence the Standalone Financial Results have been prepared on a going concern basis.

SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March 2023 was Rs. 100,302,650/- divided into 10,030,265 equity shares of face value of Rs. 10/- each. The Company has neither issued any class of shares nor was there any buy-back of shares during the year under review. Further, 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 31st March 2023.

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 31st March 2023.

BOARD OF DIRECTORS

As on 31st March 2023, the Board of Directors of the Company consisted of the following Members:

During the year Mr. R. L. Gaggar and Mr. G. Swarup had resigned as Independent Directors which was noted by the Board on 13th September 2022. LIC of India withdrew the nomination of its nominee namely, Mr. D. K. Banerjee from the Board of the Company and the same was also noted on 13th September 2022.

The Board has appointed Mr. Subir Bhattacharyya (DIN 09711826) and Mr. Tulsi Das Banerjee (DIN 0357321 1) as the Independent Directors of the Company with effect from 13th September 2022.

As per Regulation 17(1) of SEBI Listing Regulations, the Board of Directors of the top 2,000 listed entities (which includes your Company) should consist of not less than 6 (six) Directors. However, with the resignation of Independent and Nominee

Directors as aforesaid during the year, the composition of the Board reduced to four Directors as on 31st March 2023. The shortfall in Directors has since been regularized by inducting the following Independent Directors on the Board of the Company with effect from 18th May 2023:

1. Mr. Shamik Dasgupta (DIN 01 127296)

2. Mr. Debasis Bhattacharya (DIN 00561865)

As per the Articles of Association of the Company, Mr. Sumit Mazumder retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mrs. Manju Mazumder, Non Executive Director of the Company shall be attaining the age of 75 years in October, 2023. In view of the same and pursuant to Regulation 17(1A) of SEBI Listing Regulations, a special resolution is required to be passed at the forthcoming Annual General Meeting to continue her Directorship.

Necessary information pursuant to the SEBI Listing Regulations in respect of Directors' appointment, re-appointment, etc. at the forthcoming Annual General Meeting are given in the Annexure to the Notice convening the Annual General Meeting and have also been disclosed under the Corporate Governance Report forming a part of this Report.

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

KEY MANAGERIAL PERSONNEL

The term of Mr. Sekhar Bhattacharjee as the Company Secretary has been extended by six months from 1st April 2023 to 30th September 2023. Ms. Bipasha Banerjea has resigned as the Chief Financial Officer of the Company on 26th May 2023 which shall be effective from 31st May 2023.

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

1. Mr. Sumit Mazumder, Chairman and Managing Director;

2. Mr. Sekhar Bhattacharjee, Vice President - Company Secretary & Compliance Officer; and

3. Ms. Bipasha Banerjea, Chief Financial Officer (upto 30th May 2023)

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 six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. However, there has been delays in holding Board Meetings within a gap of 120 days as prescribed under Regulation 17(2) of SEBI Listing Regulations for the first and second quarters due to initiation of a management audit at the behest of a Promoter in April, 2022.

COMMITTEES OF THE BOARD

Pursuant to various requirements under the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has constituted various committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Management Committee.

The details of composition, meetings held during the financial year 2022-23, terms of reference, etc., pertaining to said committees are mentioned in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Details of the separate meetings of the Independent Directors held in terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations are given in the Corporate Governance Report.

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) issued by The Institute of Company Secretaries of India (ICSI) except that there has been delays in holding Board Meetings within a gap of 120 days for the first and second quarters of the year under review due to initiation of a management audit at the behest of a Promoter in April, 2022. However, the Company has duly complied with the applicable provisions of the Secretarial Standards on General Meetings (SS-2).

BOARD EVALUATION

The Nomination and Remuneration Committee and the Board of Directors have reviewed the evaluation of performance of the Board as a whole, various Board Committees and also of the individual Directors. The manner in which the evaluation had been carried out is disclosed in the Corporate Governance Report attached to this Report.

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.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section134(3)(c) read with Section 134(5) of the Companies Act, 2013 and the provisions of the SEBI Listing Regulations, the Directors of the Board state that:

i. in the preparation of the annual accounts for the year ended 31st March 2023, 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 have 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 Listing Regulations 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 Listing Regulations 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 its 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 for review and approval. Prior omnibus approval was also obtained from the Audit Committee for related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Audit Committee.

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 notes to the financial statements.

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

Details of material changes and commitments affecting financial positions of the Company between end of the financial year and the date of this Report have been disclosed under this Report and also under the notes on accounts to the financial statements.

CORPORATE GOVERNANCE

Due to initiation of a management audit at the behest of a Promoter in April, 2022 there were delays in declaration of financial results for the fourth quarter and financial year ended 31st March 2022 as well as for the first and second quarter results of the financial year under review as stipulated under the SEBI Listing Regulations. The Stock Exchanges have imposed certain fines on the Company under the SEBI Listing Regulations for delays in declaring quarterly results, inadequate Board composition during the year, etc. The Company has applied to the Stock Exchanges requesting for waiver of fines.

Consequent to the delay in declaring the annual financial results by the Company for the year ended 31st March 2022, the Company was unable to convene the 47th Annual General Meeting ('AGM') within the time stipulated under the Companies Act, 2013. Accordingly, the Company applied before the Registrar of Companies/Ministry of Corporate Affairs seeking extension of time for holding the AGM which was granted vide letter dated 21st September 2022 for holding the AGM within 30th December 2022. The AGM was held on 21st December 2022.

Further, in terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed report on the Corporate Governance attached as Annexure I, together with a Certificate for the year ended 31st March 2023 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 Listing Regulations 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 Listing Regulations, 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.

CREDIT RATING

No Credit Rating was carried out during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

STATUTORY AUDITORS AND THE AUDITOR'S 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 31st March 2023 which forms part of this Annual Report.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

The Board has duly examined the Statutory Auditors' Report to the accounts and its clarifications regarding the qualified opinions of the Statutory Auditors on the Financial Statements of the Company are given hereunder:

Basis for Qualified Opinion under Independent Auditor's Report on the Audit of the Standalone Financial Statements

a) We draw attention to clause (a) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 33 for not carrying out fair valuation of interest free loans from the promoters/ promoter's group of companies and other lenders aggregating to Rs. 15,885 Lakhs as required under Ind AS-109 and its impact on financial results has not been ascertained by the Management. In absence of fair valuation of above interest free loans, we are unable to determine its impact on the Standalone Financial Results.

The Management is of the view that loans received from the promoters/ promoter's group of companies and other lenders aggregating to Rs. 15,885 Lakhs is interest free as the interest has been waived by respective lenders. Accordingly, there would be no impact on the Standalone Financial Results as the same are at Fair Value.

b) We draw attention to clause (b) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 34 which states that the Company has incurred a cash loss of Rs. 8,314 Lakhs during the year and its net worth is negative as on the Balance Sheet date. Moreover, the Company's current liabilities also exceed its current assets as at 31st March 2023. In view of the acute financial crisis faced by the Company, lenders have declared the loan facilities granted to the Company as a Non-Performing Asset (NPA). However, the lenders have also extended 'Holding on Operations' to the Company through a 'Trust & Retention Account' opened with the Lead Bank of the Consortium namely, Bank of India ('BOI'). Consequently, the lead bank, namely Bank of India, has filed a petition under Section 7 of the IBC before the Hon'ble National Company Law Tribunal (NCLT) on 28th September 2022. The application is yet to be admitted. Meanwhile, the Board of Directors approved a resolution plan at its meeting held on 26th November 2022 which had since been submitted with all of TIL's Consortium Bankers on 28th November 2022, and which is currently under discussion. Considering these developments, the matter had been adjourned by NCLT from time to time; with the next date of hearing being 19th June 2023.

The above situation indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. However, the Management of the Company has been considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering the sales orders in hand, the Management has concluded that the material uncertainties are expected to be mitigated and hence the standalone financial results have been prepared on a going concern basis. The appropriateness of the assumption of going concern is dependent on successful outcome of proposed investment by the investor and proposed resolution plan as stated above. Hence, we are unable to comment on whether the Company will be able to continue as Going Concern.

The Management of the Company has been considering the feasibility and effectiveness of certain planned actions including proposed investment and proposed resolution plan and considering the sales orders in hand, the Management has concluded that the material uncertainties are expected to be mitigated and hence the Standalone Financial Results have been prepared on a going concern basis. The appropriateness of the assumption of going concern is dependent on successful outcome of the proposed resolution plan and subsequent investment by the investor as stated.

c) We draw attention to clause (c) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 10.1 regarding carry forward of Minimum Alternate Tax Credit of Rs. 3,026 Lakhs as on 31st March 2023 (a component of deferred tax asset in the financial statements) which was accounted for in the earlier years. In the opinion of the Management, sufficient future taxable profit will be available against which these unused tax credits can be utilized within the stipulated period under the provisions of Income Tax Act 1961. However, we are unable to comment for utilization of said MAT credit in absence of basis for reasonable certainty supported by convincing evidence.

The Management is of the view that the successful outcome of the proposed resolution plan and subsequent investment by the investor shall support the execution of orders in hand; enabling the Company to generate sufficient future taxable profits. Therefore the Management believes that the unused tax credits can be utilized against such future taxable profits within the stipulated period under the provisions of Income Tax Act 1961.

d) We draw attention to clause (d) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 12.5 regarding Stock in Transit which includes materials valuing Rs. 3,248 Lakhs lying in Bonded Warehouse/at Port as on 31st March 2023 which also includes Rs. 3,234 Lakhs imported in earlier years. These inventories could not be released from the authorities due to non-payment of custom duty, other charges etc. and as explained, due to this confirmation was also not received. The Management does not expect any material loss on account of any obsolescence in these said stocks due to passage of time and no provision is considered necessary. However, as these materials are lying for a considerable period of time and due to non-availability of its technical assessment, we are unable to comment whether any provision for obsolescence is required in this regard.

The Management has responded that Stock in Transit could not be released due to non-payment of custom duty, other charges, etc. This situation has arisen due to pandemic induced acute liquidity constraint. However, the Management does not expect any material loss on account of any obsolescence in these stocks due to passage of time and no provision is considered necessary.

e) We draw attention to clause (e) of the Basis for Qualified Opinion under Independent Auditors Report at Note No. 35 regarding an enquiry by "Directorate of Revenue Intelligence & Enforcement" (DRI) which has been ongoing since June 2021 in respect to certain trading transactions and other matters related to earlier years and the Company has since complied with the requirements of the DRI. On 7th November 2022 and 10th November 2022, the Company received an Investigation report of DRI dated 20th July 2022 from the GST Authority, together with certain demand intimations based on the investigation report. These demand intimations were for FY 2019-20 and for FY 2020-21 for payment of tax/ interest/penalty amounting to Rs. 928.90 Lakhs and Rs. 3,290.79 Lakhs respectively under Section 74(5) of the GST Act; and a reply to such intimations had been filed by the Company on 17th January 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show Cause Notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e., 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to Rs. 958.97 Lakhs for FY 2019-20. The Company is of the view that the demand raised by GST authorities does not have merit; and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the Management.

The Management has responded that reply to intimations received from GST authorities had been filed by the Company on 17th January, 2023. Subsequently, on 24th March 2023, Show Cause Notice - DRC-01 for FY 2019-2020 was issued u/s. 74(1) of the CGST/WBGST Act, 2017 to the Company. A personal hearing was held on 6th April 2023, pursuant to which certain clarifications were submitted by the Company on 17th April 2023. Also, a reply to the Show Cause notice was submitted to the GST Authorities on 8th May 2023. On the same day, i.e., on 8th May 2023, an Order was issued by the GST authorities for tax, interest, and penalty adding to Rs. 958.97 Lakhs for FY 2019-20. The Management of the Company is of the view that the demand raised by GST authorities does not have merit; and hence an appeal against this order shall be filed before the prescribed Appellate Authority as per the provisions under Sec 107 of the CGST Act. In view of this, no provision is considered necessary by the Management.

f) We draw attention to clause (f) of the Basis for Qualified Opinion under Independent Auditors Report wherein Trade receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to Rs. 3,019 Lakhs, Rs. 1,050 Lakhs, Rs. 12,542 Lakhs and Rs. 3,494 Lakhs respectively were outstanding as on 31st March 2023. The Company could not get necessary confirmations from the respective parties and due to no material subsequent movement in such balances, alternate procedure to verify those balances could also not be performed. Further, the Company could not get confirmations for Loans from bodies corporate to the extent of Rs. 897 Lakhs lying outstanding as on 31st March 2023. Hence, we are unable to comment on the correctness of above figures and if any adjustments are required to the said balances as on 31st March 2023 and related impact on these Standalone Financial Results.

The Management is of the view that the outstanding balances of Trade receivables, Advances to Suppliers, Trade Payable and Advances from customers amounting to Rs. 3,019 Lakhs, Rs. 1,050 Lakhs, Rs. 12,542 Lakhs and Rs. 3,494 Lakhs respectively as on the Balance Sheet date are correctly recorded by the Company. Trade Payable consists of supplier's liability, employee related liability, and provisions for expenses, etc. Balance confirmation from the respective parties are awaited. Further, the Management is also expecting recovery of the outstanding trade receivables and advances to suppliers as stated above. Further, the loans from body corporates for which confirmations have not been received are correct.

Consolidated Financial Statements

All the qualifications on Consolidated Financial Statements appearing at Clauses (a) to (f) under 'basis for qualified opinion' under Independent Auditors Report are similar to that of the qualifications under Standalone Financial Statements and have been explained in detail in the foregoing paragraphs under 'Standalone Financial Statements'.

The Board is of the opinion that the details provided in the foregoing paragraphs are self-explanatory and do not call for further information.

SECRETARIAL AUDITORS AND THE SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204(1) of the Companies Act, 2013 read with the SEBI Listing Regulations, the Secretarial Audit Report, the Secretarial Compliance Report and the Non-Disqualification Certificate of Directors issued by the Secretarial Auditors, Messrs. T. Chatterjee & Associates, Practicing Company Secretaries (FRN: P2007WB067100) for the financial year 2022-23 are annexed as Annexure III and forms part of this Report. Observations and qualifications of the Secretarial Auditor have been disclosed in their Reports.

The Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. T. Chatterjee and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24. The Company has received consent from the Secretarial Auditors relating to the said re-appointment.

COST AUDITORS AND THE COST AUDIT REPORT

The Cost Auditors, Messrs. D. Radhakrishnan & Co., Cost Accountants (FRN: 000018) have submitted the Cost Audit Report within the time limit prescribed under the Companies Act, 2013 and the Rules made thereunder.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors, on recommendation of the Audit Committee, has re-appointed Messrs. D. Radhakrishnan & Co., Cost Accountants, to conduct the cost audit relating to products manufactured by the Company falling under the applicable Tariff heading, for the financial year 2023-24 at a remuneration of Rs. 120,000/- (Rupees One Lakh Twenty Thousand only) per annum, subject to ratification by the Shareholders at the 48th Annual General Meeting. A resolution seeking ratification of the remuneration payable to Cost Auditors form part of the Notice convening the 48th Annual General Meeting. The Company has received consent from Messrs. D. Radhakrishnan & Co. for their re-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 VI 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 notes on accounts to the financial statements including contingent liabilities and commitments.

HUMAN RESOURCE

Due to subdued business performance during the year, recruitment was absolute minimum and only for critical positions. However, technical trainings were imparted to customers through digital and online modules. The Company also carried out troubleshooting for maximizing machine life, optimizing productivity and ensuring maximum return on customers' investment.

As on 31st March 2023, the employee strength of your Company stood at 653.

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 VII 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 48th 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 and Redressal) Act, 2013 and Rules made thereunder.

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year 31st March 2023 is 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 31st March 2023 is attached as Annexure VIII 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 wish to convey their deep appreciation to all the employees, customers, vendors, bankers, regulators, investors and all other stakeholders for their sincere co-operation, support and dedicated services towards the performance of the Company. Your Directors also thank the Government of India, State Governments and the concerned Government Departments for extending their support and co-operation.