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 FinancialYear 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 officially
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-policvpdf.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 reaffirmed 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-off 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/re-
appointment:

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 re¬
appointment.

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 affirmation 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 proficiency.

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.

Directors' Responsibility Statement

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 ratification 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.

Human Resources

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 affirms 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.

For and on behalf of the Board

Place: Kolkata J P Chowdhary

Date: August 11, 2025 Executive Chairman