Directors Report of TARC Ltd.

Mar 31, 2024

Your Directors are pleased to present their 8^th Annual Report along with the audited financial statements of the TARC Limited (''the Company'') for the financial year ended March 31,2024 (''year under review'').

FINANCIAL HIGHLIGHTS (Cin Lakhs)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Total income	12,140.79	37,466.39	17,717.69	31,942.61
Total expenses	20,742.08	33,351.65	16,031.55	30,758.58
Profit/(loss) before tax	(8,601.29)	4,114.74	1,686.14	1,184.03
Tax expense	(896.80)	2,077.34	320.84	(253.22)
Profit/(loss) after tax	(7,704.48)	2,037.40	1,365.30	1,437.25
Other comprehensive income/(loss)	(2.76)	(45.29)	(2.57)	(26.71)
Total comprehensive income/(loss) for the year	(7,707.24)	1,990.77	1,362.72	1,410.54

FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY''S AFFAIRS

Your Company has generated on a Standalone basis, the total revenue of C 17,717.69 Lakhs for the Financial Year ended March 31, 2024 as against C31,942.61 Lakhs for the Financial Year ended March 31,2023. Your Company has earned profit after tax of C1,365.30 Lakhs for the Financial Year ended March 31, 2024 as against profit after tax of C1,437.25 Lakhs for the Financial Year ended March 31,2023.

On a Consolidated basis, the total revenue for the Financial Year ended March 31, 2024 was C12,140.79 Lakhs as against C37,466.39 Lakhs for the Financial Year ended March 31, 2023. Your Company has incurred loss after tax of C7,704.48 Lakhs for the Financial Year ended March 31, 2024 as against profit after tax of C2,037.40 Lakhs for the Financial Year ended March 31,2023.

FUTURE PROSPECT AND OUTLOOK OF THE COMPANY

The Honourable Finance Minister in his Union Budget speech of 2024-25 has announced a few measures that are highly likely to positively impact India''s infrastructure and real estate sector. The Union Budget has given concession in tax rate on LTCG, which shall positively impact the real estate sector.

The Indian luxury residential real estate market is experiencing robust growth, with a 45% rise in new luxury home launches due to rising demand. Luxury Homes constituted 21%

of all residential units sold in the top seven cities: Delhi, Mumbai-MMR, Hyderabad, Kolkata, Pune, Bengaluru and Chennai. It is driven by pent-up demand, rising wealth creation, increased demand from high-net-worth individuals (HNIs) and ultra-high-net-worth individuals (UHNIs). Mumbai, Delhi and Bangalore are the country''s top luxury real estate markets. The market size of India''s luxury residential real estate industry is estimated at US$38.02 billion in 2024. It is expected to reach US$101.92 billion by 2029, growing at a CAGR of 21.81% during the forecast period (2024-2029).

This positive investor sentiment has led to a 46% rise in the real estate sector Delhi, Gurugram and surrounding areas. Rising from 17^th rank globally to 5^th rank, Delhi, Gurugram & surrounding areas experienced a 10.5% YoY rise in housing prices in Q4 2024. The premium homes segment in Delhi has seen a 45% price hike in 2024, highlighting the importance of location for returns. Demand is led by 3 & 4-bedroom apartments, representing 45% of total sales, reflecting evolving lifestyle needs such as home offices and multi-functional spaces.

During the period under review, the Company has launched Project TARC Kailasa located in New Delhi on the main Patel Road and the Company has received tremendous response towards the project from the home buyers. The Company has sold first phase of TARC Kailasa, amounting to C1400 Crores.

Looking ahead, the Company continues to forge a path of promising developments that will significantly enhance the growth trajectory. The upcoming projects, TARC 63A and next

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2024, your Company had 60 Subsidiaries (including direct, Step-down Subsidiaries and LLPs) and 1 Associate Company. During the year under review, no company has become or ceased to be Subsidiary, Joint Venture and Associate of your Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of Subsidiaries and Associates of the Company in the prescribed format in Form AOC - 1 forms part of the Annual Report. Please refer Note 49 of the consolidated financial statements for the financial year ended March 31, 2024 for the details of performance and contribution of the subsidiaries and Associates to the overall performance of your Company. In accordance with Section 136 of the Act the financial statements of all the subsidiaries are available on the Company''s website and can be accessed through the link https://www.tarc.in/audited-financial.php.

MATERIAL SUBSIDIARY

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary'' and the said policy is available on the Company''s website and can be accessed through the link https://www.tarc.in/tarc pdf/cg-9.pdf. During the year under review, your Company does not have any material unlisted subsidiary company.

LISTING AT STOCK EXCHANGES

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-convertible Debentures of your Company are listed on BSE Debt segment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as required in terms of SEBI Listing Regulations forms part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations is annexed with the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) they 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 as at March 31,2024 and the profit and loss of the Company for that period;

(iii) they have 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors that they fulfil the conditions of independence prescribed under Section 149(6) of the Act as well as SEBI Listing Regulations. Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as an Independent Directors. They have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA. The Board after assessing their disclosures confirms that all Independent Directors fulfil the conditions of independence specified in the Act and SEBI Listing Regulations and are independent of the management of the Company. The Board is satisfied of the integrity, expertise and experience (including proficiency) of the all the Independent Directors of the Company.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP / COMMITTEE POSITIONS

Based on the disclosures received from Directors, none of the Directors on the Board holds directorships in more than ten public companies including seven listed companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31,2024. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31,2024 have been made by the Directors and have been reported in the Corporate Governance Report which forms part of the Annual Report.

BOARD MEETINGS

During the financial year 2023-24, seven board meetings were held on May 30, 2023, August 11, 2023, September 1, 2023, September 19, 2023, October 5, 2023, November 9, 2023 and February 12, 2024. The meeting details along with attendance of Directors are provided in the Corporate Governance Report which forms part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. Details of attendance of directors are mentioned in Corporate Governance Report.

AUDIT COMMITTEE

As on March 31,2024, the Audit Committee comprises of 4 Directors including 3 Independent Directors. Mr. Ambarish Chatterjee, Independent Director is the Chairman of the Committee and Mr. Amar Sarin, Ms. Bindu Acharya and Mr. Jyoti Ghosh are the members of the Committee. All the recommendations by the Audit Committee were accepted by the Board. Other details, are provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND THEIR REPORTS

Statutory Auditors

At the 5^th Annual General Meeting (AGM) of the Company held on December 21,2021, M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N) were appointed as Statutory Auditors of the Company for a period of five years commencing from the financial year 2021-22 until the financial year 2025-26.

The Auditors'' Report does not contain any qualification. The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanations or comments.

Secretarial Auditor

M/s P.K. Mishra & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report is annexed as ''Annexure-C'' to this Report. The Report is self-explanatory and does not contain any qualification, reservation or adverse remarks.

Cost Auditor

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. The Cost Audit Report for the financial year 2023-24 submitted by the Cost Auditor, M/s Kanhaiya Singh and Associates does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Board had appointed M/s Bahadur Murao & Co., Cost Accountants as Cost Auditor of the Company for the financial year 2024-25.

As per provisions of Section 148(3) of the Act the remuneration payable to Cost Auditors is required to be approved/ ratified by

the members in a general meeting. Accordingly, a resolution seeking shareholders'' ratification for the remuneration payable to M/s Bahadur Murao & Co., Cost Accountants for the financial year 2024-25 is included in the notice convening the AGM.

REPORTING OF FRAUDS

During the year under review, none of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, relating to meetings of the Board of Directors and General Meetings, respectively have been duly complied by the Company.

CREDIT RATING

On April 13, 2023, Acuite Ratings & Research Limited has reaffirmed its rating ''ACUITE BB '' on Non-Convertible Debentures ''NCDs'' with revision in outlook from ''Negative'' to ''Stable''.

However, after the closure of year under review on April 12, 2024, Acuite Ratings & Research Limited has reaffirmed its long-term rating ''ACUITE BB '' with outlook stable on C1130 Crore amount of NCDs and withdrawn its rating on C270 Crore amount of NCDs. On June 5, 2024, also Acuite Ratings & Research Limited has reaffirmed its long-term rating ''ACUITE BB '' with outlook stable on C1130 Crore amount of NCDs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprises of 7 Directors (2 Executive and 5 Non-Executive Directors) including 2 Woman Directors. Independent Directors constitute more than 50% of the Board''s strength.

During the year under review, Ms. Muskaan Sarin (DIN: 01871183), who was liable to retire by rotation was re-appointed by the members vide ordinary resolution at the AGM held on September 30, 2023.

After the year under review, Mr. Anil Sarin (DIN: 00016152), Non-Executive Director of the Company was re-appointed as the Chairman of the Company until the Board specifically revoke such appointment or his resignation from the post of Director, whichever is earlier.

Pursuant to the provisions of Section 152 of the Act, Mr. Amar Sarin (DIN: 00015937) is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The resolution seeking Members approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his re-appointment based on the recommendation of Nomination and Remuneration Committee. A brief resume of Mr. Amar Sarin along with other details as stipulated under

Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General Meetings, is provided in the Notice convening the AGM.

Pursuant to the provisions of Section 203 of the Act, Mr. Amar Sarin (Managing Director & CEO), Ms. Muskaan Sarin (Whole Time Director), Mr. Nitin Kumar Goel (Chief Financial Officer) and Mr. Amit Narayan (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31, 2024. During the year under review, there was no change in Key Managerial Personnel of the Company.

DISCLOSURE ABOUT RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, none of the directors of the Company has received any commission from the Company or any of its subsidiary Company, thus the said provision is not applicable to your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that business sustainability is closely connected to the sustainable development of the communities of which the business is a part and the environment in which the business operates. The Board has formulated a CSR Policy of the Company and the said policy is available on the Company''s website and can be accessed through the link https://www.tarc.in/tarc pdf/cg-5.pdf. A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act. The details of Committee are given in Annual Report on CSR Activities.

During the year under review, your Company was not required to spent any amount under CSR and accordingly doesn''t undertake any CSR activity. The details as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in Annual Report on CSR Activities annexed as ''Annexure-D'' to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the year ending March 31, 2024 is available on the Company''s website and can be accessed through the link https://www.tarc.in/ annual-return.php.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required in terms of SEBI Listing Regulations is annexed as Annexure E to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

Particulars of loans, guarantees and investments covered under the provisions of section 186 are disclosed in the notes to the Standalone Financial Statement.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and at arm''s length basis. There were no material related party transactions during the year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence, does not form part of this report.

Details of related parties and transactions entered into with/ by them etc. have been disclosed in Note no. 34 and 36 of the Standalone and Consolidated Financial Statements, respectively.

Prior approval of the Audit Committee was sought for entering into related party transactions. A statement of transactions with related parties in the ordinary course of business and arm''s length basis is periodically placed before the Audit Committee for its review. Omnibus approval was obtained for transactions which were repetitive in nature. Transactions entered into pursuant to omnibus approval were placed before the Audit Committee for its review during the year. During the year under review, the related party transactions policy was amended and is available on the Company''s website and can be accessed through the link https://www.tarc.in/tarc pdf/ RELATED%20PARTY%20TRANSACTIONS%20POLICY.pdf.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR ENTITY BELONGING TO PROMOTER / PROMOTER GROUP HOLDING 10% OR MORE SHAREHOLDING

Mr. Anil Sarin and Mr. Amar Sarin, Promoters of the Company, hold more than 10% or more shares in the Company. The details of transactions of the Company with them during the year under review have been disclosed in Note no. 34 of the Standalone Financial Statement.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the SEBI Listing Regulations. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of directors and policy relating to the remuneration for the Directors, Key managerial personal and other employees of the Company. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company''s website and can be accessed through the link https://www.tarc.in/tarc pdf/cg-7. pdf.

ANNUAL EVALUATION OF BOARD PERFORMANCE, PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of your Company on the recommendation of Nomination and Remuneration Committee had laid down the criteria for evaluation of performance of the Board, its Committees, Chairperson and individual Directors including Independent Director. Accordingly, annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors in a separate meeting also reviewed the performance of the Board as a whole, Non-Independent Directors and the Chairman, taking into account the views of the Executive Directors and Non-Executive Directors. The Independent Directors in the said meeting also access the quality, quantity and timeliness of flow of information between the Company management and the Board and its members, that is necessary for the Board to effectively and reasonably perform their duties.

The Board carried out annual performance evaluation of its own performance on the basis of evaluation forms received from all the Directors. The performance of each Board Committee was evaluated by the Board, based on evaluation forms received from the respective Committee members. Further, performance of every Director was evaluated by Nomination & Remuneration Committee as well as the Board on the basis of evaluation forms received from all the Directors except the Director being evaluated. Based on the evaluation forms received, the performance of the Board, its committees and individual Directors was evaluated by the Board and the Board expressed satisfaction over their performances.

INTERNAL FINANCIAL CONTROL

The Company has a robust and well embedded system of internal control, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition and all the transactions are authorised, recorded and reported correctly. Internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

Your Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Your Company has implemented robust process to ensure that all internal financial controls are effectively working.

The internal control systems and their adequacy is included in the Management Discussion and Analysis, which forms part of the Annual Report. The Statutory Auditor Reports also includes their reporting on internal financial controls over Financial Reporting.

RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has constituted a Risk Management Committee, the details of which are given in Corporate Governance Report. The Company has also put in place a Risk Management Policy for identification, assessment, monitoring and mitigation of various types of risks to the business. During the year under review, the Risk Management Policy was amended and is available on the Company''s website and can be accessed through the link https://www.tarc.in/tarc pdf/RISK%20 MANAGEMENT%20POLICY.pdf.

The Audit Committee has additional oversight in the area of financial risks and controls. The major business and process risks are identified from time to time by the businesses and functional heads. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

EMPLOYEE STOCK OPTIONS SCHEME

The Company has neither approved any Stock Options Scheme during the period under review nor there is any Stock Option Scheme subsisting from previous years.

MATERIAL CHANGES AND COMMITMENTS

AFFECTING THE FINANCIAL POSITION OF

THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators or courts or tribunals which would impact the going concern status of your Company and its operations in future.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016, during the year under review.

ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

The Company has not entered into any one-time settlement with Banks or Financial Institutions; therefore, there was no reportable instance of difference in amount of the valuation.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy in line with the provisions of the Act and SEBI Listing Regulations, which

provides a formal mechanism for the Directors and Employees of the Company to report to the relevant authorities within the Company any unethical behaviour, actual or suspected fraud, violation of the applicable laws, Codes / Policies of the Company or leak or suspected leak of confidential / proprietary information etc. and to ensure that they are protected against any adverse action and/ or discrimination as a result of such reporting. During the year under review, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31,2024. None of the person has been denied access to the Chairperson of the Audit Committee. After the year under review, the Whistle Blower Policy was amended and is available on the Company''s website and can be accessed through the link https://www.tarc.in/ tarc pdf/WHISTLE%20BLOWER%20POLICY.pdf.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH'') and the rules framed thereunder with the objective of providing a safe working environment to all the team members, free

from discrimination on any ground and from harassment at workplace including sexual harassment. All employees including of subsidiaries (regular, temporary, ad - hoc, contractual, probationers and trainees) are covered under this policy. The policy is gender neutral.

An internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Committee constituted in compliance with POSH ensures a free and fair enquiry process with in time limit prescribed in the policy for resolution. During the year under review, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31,2024.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, Debenture holders, vendors, investors, bankers, financial institutions, Debenture trustees, Central and State Government authorities, other business associates and society as large.

Your Directors also place on record their appreciation for the contribution made by every member of TARC family for their commitment, hard work and support.

For and on behalf of the Board of Directors

Amar Sarin Muskaan Sarin

Managing Director & CEO Whole -time Director

DIN: 00015937 DIN: 01871183

August 31,2024 New Delhi

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Mar 31, 2023

The Directors are pleased to present their 7^th Annual Report along with the audited financial statements of the TARC Limited (''the Company’) for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
Particulars	Consolidated Standalone
	2022-23	2021-22	2022-23	2021-22
Total income	37,466.39	30,068.48	31,942.61	46,185.05
Total expenses	33,351.64	53,001.01	30,758.57	59,344.28
Profit/(loss) before tax	4,114.75	(22,932.53)	1,184.04	(13,159.23)
Tax expense	2,077.34	342.29	(253.22)	1,495.99
Profit/(loss) after tax	2,037.41	(23,274.82)	1,437.26	(14,655.23)
Other comprehensive income	(45.29)	23.12	(26.71)	4.65
Total comprehensive income/(loss) for the year	1,990.78	(23,252.80)	1,410.54	(14,650.58)

FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY’S AFFAIRS

Your Company has generated on a Standalone basis, the total revenue of D31,942.61 Lakhs for the Financial Year ended March 31,2023 as against D46,185.05 Lakhs for the Financial Year ended March 31,2022. Your Company has earned profit after tax of D1,437.26 Lakhs for the Financial Year ended March 31, 2023 as against net loss of D14,655.23 Lakhs for the Financial Year ended March 31,2022.

On a Consolidated basis, the total revenue for the Financial Year ended March 31, 2023 was D37466.39 Lakhs as against D30,068.48 Lakhs for the Financial Year ended March 31,2022. Your Company has earned profit after tax of D2037.41 Lakhs for the Financial Year ended March 31,2023 as against net loss of D23,274.82 Lakhs for the Financial Year ended March 31,2022.

FUTURE PROSPECT AND OUTLOOK OF THE COMPANY

The real estate sector is displaying tremendous opportunity and dynamism. The luxury housing market has seen an upward growth trend with exclusive designs and top-notch amenities. TARC has expanded its presence in high-end luxury residential development to create and curate future ready living spaces.

During the period under review the Company has launched luxury residential project “TARC Tripundra” on the main Bijwasan Road, New Delhi, providing seamless connectivity to the Indira Gandhi International Airport, Vasant Vihar and Gurugram. The Project has achieved remarkable success with approximately 65% of sales completed. This outstanding response reflects the strong demand and appeal of our projects in the market, instilling confidence in the potential of our upcoming ventures.

Looking ahead, the Company has an exciting pipeline of projects that hold significant promise for the Company. “TARC Patel Road Residences” strategically positioned in Delhi’s Central West, having over approx 1.7 million sq. ft. saleable areas. Additionally, “TARC 63-A Residences” located in Sector 63A, Gurugram, having approx 1.4 million sq. ft. salable area. These new developments, combined with the ongoing success of TARC Tripundra Residences, are expected to contribute substantially Company’s toplines and overall growth.

Our financial outlook remains equally robust, with projected sales values indicating positive and upward sales trends. Our estimates are further bolstered by the exceptional sales numbers and collections achieved.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIVIDEND

Considering the future needs of the Company for expansion and growth and to strengthen the financial position of the Company, the Board of Directors of your Company have not recommended or declared any dividend for the year under review.

The Board has laid down a Dividend Distribution Policy in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations’) and the same is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ugd/ b8c00e f0c7fffe8ccd43e898f3069511b4fc11.pdf.

SHARE CAPITAL

The Authorised Share Capital of your Company is D85,00,00,000/- comprising of 42,50,00,000 equity shares of D2/- each and the paid-up equity share capital of the Company is D59,01,92,670/- comprising 29,50,96,335 equity shares of D2/- each fully paid-up. There is no change in the authorised share capital and paid-up equity share capital of your Company during the year under review.

During the year under review, the Company has neither issued any convertible securities / shares with differential rights (as to dividend, voting or otherwise) / sweat equity shares / warrants nor has granted any stock options.

DEBENTURES

After getting shareholders’ approval in the Extra-ordinary General Meeting of the Company held on April 02, 2022 for issue of listed, unlisted, secured/unsecured, redeemable, non-convertible debentures on private placement basis, the Company had allotted, following non-convertible debentures to India Opportunities Fund SSA Scheme 1 (acting through Investment Manager Bain Capital Advisors (India) Private Limited), on April 29, 2022:

6.0% TARC 6.0% TARC Limited Senior, Limited Senior, Secured, Secured, Description Redeemable, Redeemable, Rated, Listed Rated, unlisted Non-Convertible Non-Convertible Debentures 2027 Debentures
Quantity	1 1300 Debenture	2000 Debenture
Issue Price	D10,00,000 per Debenture	D10,00,000 per Debenture
Coupon Rate	6.0%	6.0%
Maturity date	April 29, 2027	December 31, 2023
Amount Raised	D1130 crores	D200 crores
Listed / Unlisted	Listed on BSE Debt Segment	Unlisted

The funds raised through above allotments, were utilized towards the specific purpose(s) for which such funds were raised.

After the closure of financial year under review, your Company had redeemed 569 number of 6.0% TARC Limited Senior, Secured, redeemable, rated, unlisted non-convertible debentures.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any amount or share to the Investor Education and Protection Fund established by the Central Government.

DEPOSITS

During the year under review, your Company has neither invited nor accepted/renewed any deposits within the meaning of Section 73 of the Companies 2013 (''the Act’) and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the March 31, 2023.

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

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure A to this Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with rule 5 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is annexed as Annexure B to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of your Company were prepared in accordance with the applicable Ind AS and forms part of the Annual Report.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2023, your Company had 60 Subsidiaries (including direct, Step-down Subsidiaries and LLPs) and 1 Associate Company. During the year under review, no company has become or ceased to be Subsidiary, Joint Venture and Associate of your Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of Subsidiaries and Associates of the Company in the prescribed format Form AOC - 1 forms part of the Annual Report. Please refer Note 48 of the consolidated financial statements for the financial year ended March 31, 2023 for the details of performance and contribution of the subsidiaries and Associates to the overall performance of your Company. In accordance with Section 136 of the Act the financial statements of all the subsidiaries are available on the Company’s website and can be accessed through the link https://www.tarc.in/audited-financial.

MATERIAL SUBSIDIARY

In terms of the provisions of the SEBI Listing Regulations, your Company has a policy for determining ''Material Subsidiary’ and the said policy is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ ugd/b8c00e 1f0ef8f80fc7401395ec59c73a17ea51.pdf. During the year under review, your Company had two material unlisted subsidiary companies namely, TARC Projects Limited and Elevator Promoters Limited.

LISTING AT STOCK EXCHANGES

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-convertible Debentures of your Company are listed on BSE Debt segment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as required in terms of SEBI Listing Regulations forms part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as

stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations is annexed with the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Act, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) they 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 as at March 31,2023 and the profit and loss of the Company for that period;

(iii) they have 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) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors that they fulfil the conditions of independence prescribed under Section 149(6) of the Act as well as SEBI Listing Regulations. Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as an Independent Directors. They have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA. The Board after assessing their disclosures confirms that all Independent Directors fulfil the conditions of independence specified in the Act and SEBI Listing Regulations and are independent of the management of the Company. The Board is satisfied of the integrity, expertise and experience (including proficiency) of the all the Independent Directors of the Company.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP / COMMITTEE POSITIONS

Based on the disclosures received from Directors, none of the Directors on the Board holds directorships in more than ten public companies includingseven listed companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2023. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31,2023 have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

BOARD MEETINGS

During the financial year 2022-23, six board meetings were held on April 10, 2022, April 29, 2022, May 30, 2022, August 10, 2022, November 12, 2022 and February 13, 2023. The meeting details are provided in the Corporate Governance Report which forms part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013. Details of attendance of directors are mentioned in Corporate Governance Report.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee comprises of 4 Directors including 3 Independent Directors. Mr. Ambarish Chatterjee, Independent Director is the Chairman of the Committee and Mr. Amar Sarin, Ms. Bindu Acharya and Mr. Jyoti Ghosh are the members of the Committee. All the recommendations by the Audit Committee were accepted by the Board. Other details, are provided in the Corporate Governance Report which forms part of the Annual Report.

AUDITORS AND THEIR REPORTS Statutory Auditors

At the 5^th Annual General Meeting (AGM) of the Company held on December 21,2021, M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561 N) were appointed as Statutory Auditors of the Company for a period of five years commencing from the financial year 2021-22 until the financial year 2025-26.

The Auditors’ Report does not contain any qualification. The notes to the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further explanations or comments.

Secretarial Auditor

M/s P.K. Mishra & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report is annexed as Annexure C to this Report. The Report is self-explanatory and does not contain

any qualification, reservation or adverse remarks except the observation of delayed submission of some ROC forms with additional fees and imposition of penalty by SEBI in respect of inadequate disclosure under regulation 30 of SEBI Listing Regulations. In this regard it is submitted that the Company has paid the aforesaid penalty and will take due care in future for timely filing of ROC form/disclosure and made emphasis to strengthen the governance procedures to ensure timely compliance.

TARC Projects Limited and Elevator Promoters Limited, material subsidiaries of the Company, has also undergone Secretarial Audit under Regulation 24A of the SEBI Listing Regulations. Accordingly, the Secretarial Audit Report of TARC Projects Limited and Elevator Promoters Limited for the financial year ended March 31, 2023 issued by Practicing Company Secretaries are annexed as Annexure D & E respectively to this Report.

Cost Auditor

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act. The Cost Audit Report for the financial year 2022-23 submitted by the Cost Auditor, M/s Kanhaiya Singh and Associates does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Board had re-appointed M/s Kanhaiya Singh and Associates, Cost Accountants as Cost Auditor of the Company for the financial year 2023-24.

As per provisions of Section 148(3) of the Act the remuneration payable to Cost Auditors is required to be approved/ ratified by the members in a general meeting. Accordingly, a resolution seeking shareholders’ ratification for the remuneration payable to M/s Kanhaiya Singh and Associates, Cost Accounta nts for the financial year 2023-24 is included in the notice convening the AGM.

REPORTING OF FRAUDS

During the year under review, none of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute of Company Secretaries of I ndia relating to meetings of the Board of Directors and General Meetings, respectively have been duly complied by the Company.

CREDIT RATING

The credit rating agency, Acuite Ratings & Research Limited on November 29, 2022 has downgraded its rating on Non-Convertible Debentures from ''ACUITE BBB- / Stable’ to ''ACUITE BB / Negative’. However, after the closure of year under review on April 13, 2023, Acuite Ratings & Research Limited has revised its outlook from ''Negative’ to ''Stable’.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2023, the Board comprises of 7 Directors (2 Executive and 5 Non-Executive Directors) including 2 Woman Directors. Independent Directors constitute more than 50% of the Board’s strength. During the year under review following changes took place in the composition of Board of Directors of the Company:

• Mr. Jyoti Ghosh (DIN: 08217481) and Ms. Bindu Acharya (DIN: 07223003) were appointed as Additional Director in the category of Independent Directors of the Company by the Board, based on the recommendation of Nomination and Remuneration Committee for a term of 5 consecutive years commencing from February 13, 2023 subject to approval of members of the Company. The members approved the aforesaid appointments of Mr. Jyoti Ghosh and Ms. Bindu Acharya on March 28, 2023 vide Postal Ballot.

• Ms. Sushmaa Chhabra (DIN: 01727941), an Independent Director resigned from the directorship of the Company due to other pressing professional commitments and personal reasons with effect from the close of business hours on February 13, 2023.

• Mr. Anil Sarin (DIN: 00016152), who was liable to retire by rotation was re-appointed by the members vide ordinary resolution at the AGM held on September 30, 2022.

Pursuant to the provisions of Section 152 of the Act read with Articles of Association of the Company, Ms. Muskaan Sarin (DIN: 01871 183) is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The resolution seeking Members approval for her re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended her re-appointment based on the recommendation of Nomination and Remuneration Committee. A brief resume of Ms. Muskaan Sarin along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General Meetings, is provided in the Notice convening the AGM.

Details of Unsecured loan provided by Directors of the Company are mentioned in Note no. 34 of the Standalone Financial Statements.

Mrs. Aarti Arora resigned from the post of Chief Financial Officer with effect from the close of business hours of August 10, 2022 and Mr. Nitin Kumar Goel was appointed as Chief Financial Officer of the Company w.e.f. August 1 1,2022.

Pursuant to the provisions of Section 203 of the Act, Mr. Amar Sarin (Managing Director & CEO), Ms. Muskaan Sarin (Whole Time Director), Mr. Nitin Kumar Goel (Chief Financial Officer) and Mr. Amit Narayan (Company Secretary & Compliance Officer) are the Key Managerial Personnel of the Company as on March 31,2023.

DISCLOSURE ABOUT RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, none of the directors of the Company has received any commission from the Company or any of its subsidiary Company, thus the said provision is not applicable to your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that business sustainability is closely connected to the sustainable development of the communities that the business is a part of the environment in which the business operates. The Board has formulated a CSR Policy of the Company and the said policy is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ugd/b8c00e d9c843debb3841aab25ad310f3445874.pdf. A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act.

During the year under review, your Company was not required to spent any amount under CSR and accordingly doesn’t undertake any CSR activity. The details as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given in Annual Report on CSR Activities annexed as Annexure F to this Report.

ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the year ending March 31,2023 is available on the Company’s website and can be accessed through the link https://www.tarc.in/ annual-return.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required in terms of SEBI Listing Regulations is annexed as Annexure G to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

Particulars of loans, guarantees and investments covered under the provisions of section 186 are disclosed in the notes to the Standalone Financial Statement.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and at arm’s length basis. There were no material related party transactions during the year. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence, does not form part of this report.

Details of related parties and transactions entered into with/ by them etc. have been disclosed in Note no. 34 and 35 of the Standalone and Consolidated Financial Statements, respectively.

Prior approval of the Audit Committee was sought for entering into related party transactions. A statement of transactions with related parties in the ordinary course of business and arm’s length basis is periodically placed before the Audit Committee for its review. Omnibus approval was obtained for transactions which were repetitive in nature. Transactions entered into pursuant to omnibus approval were placed before the Audit Committee for its review during the year. The related party transactions policy was adopted by the Company is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ugd/b8 c00e 1da55213bad74f358f9d0990f49fc908.pdf.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR ENTITY BELONGING TO PROMOTER / PROMOTER GROUP HOLDING 10% OR MORE SHAREHOLDING

Mr. Anil Sarin and Mr. Amar Sarin, Promoters of the Company, hold more than 10% or more shares in the Company. The details of transactions of the Company with them during the year under review have been disclosed in Note no. 34 of the Standalone Financial Statement.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the SEBI Listing Regulations. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. The said policy, inter alia, includes criteria for determining qualifications, positive attributes and independence of directors and policy relating to the remuneration for the Directors, Key managerial personal and other employees of the Company. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ugd/ b8c00e b2dd4d1c380240c6ad16176b657307fc.pdf.

ANNUAL EVALUATION OF BOARD PERFORMANCE, PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of your Company on the recommendation of Nomination and Remuneration Committee had laid down the criteria for evaluation of performance of the Board, its Committees, Chairperson and individual Directors including Independent Director. Accordingly, annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors in a separate meeting also reviewed the performance of

The Audit Committee has additional oversight in the area of financial risks and controls. The major business and process risks are identified from time to time by the businesses and functional heads. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

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

There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

RECLASSIFICATION OF THE VARIOUS PERSONS FROM ''PROMOTER AND PROMOTER GROUP CATEGORY’ TO ''PUBLIC CATEGORY’

BSE Limited and National Stock Exchange of India Limited vide their approval letters dated January 19, 2023 approved the re-classification of following persons from ''Promoter and Promoter Group Category’ to ''Public Category’ under Regulations 31A of the SEBI Listing Regulations:

(a) Ashok Sarin (HUF) (b) Raghunath Rai Gandhi (c ) Chanda Sachdev (d) Heera Lal Bhasin (e) Arvinda Gandhi (f) Amit Sarin (g) Aman Sarin (h) Ashim Sarin

(i) Roma Sarin (j) Pankaj Nakra

(k) Nutan Nakra (l) Dhruv Bhasin

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators or courts or tribunals which would impact the going concern status of your Company and its operations in future.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, two petitions have been filed by the same group, in respect of claim of disputed outstanding bills, aggregating to D2.67 crores. However, the Company has settled the above claims.

ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

The Company has not entered into any one-time settlement with Banks or Financial Institutions; therefore, there was no reportable instance of difference in amount of the valuation.

the Board as a whole, Non-Independent Directors and the Chairman, taking into account the views of the Executive Directors and Non-Executive Directors. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

The Board carried out annual performance evaluation of its own performance on the basis of evaluation forms received from all the Directors. The performance of each Board Committee was evaluated by the Board, based on evaluation forms received from the respective Committee members. Further, performance of every Director was evaluated by Nomination & Remuneration Committee as well as the Board on the basis of evaluation forms received from all the Directors except the Director being evaluated. Based on the evaluation forms received, the performance of the Board, its Committees and individual Directors was evaluated by the Board and the Board expressed satisfaction over their performances.

INTERNAL FINANCIAL CONTROL

The Company has a robust and well embedded system of internal control, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition and all the transactions are authorised, recorded and reported correctly. Internal audit and management reviews provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment, functional experts as well as by the Statutory/ Internal Auditors during the course of their audits.

Your Company’s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Your Company has implemented robust process to ensure that all internal financial controls are effectively working.

The internal control systems and their adequacy is included in the Management Discussion and Analysis, which forms part of the Annual Report. The Statutory Auditors Report also includes their reporting on internal financial controls over Financial Reporting.

RISK MANAGEMENT

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has constituted a Risk Management Committee, the details of which are given in Corporate Governance Report. The Company has also put in place a Risk Management Policy for identification, assessment, monitoring and mitigation of various risks. The said policy is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ugd/b8c00e ae9df2b3ba8b4db592df032f46236e3d.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy in line with the provisions of the Act and SEBI Listing Regulations, which provides a formal mechanism for the Directors and Employees of the Company to report to the relevant authorities within the Company any unethical behaviour, actual or suspected fraud, violation of the applicable laws, Codes / Policies of the Company or leak or suspected leak of confidential / proprietary information etc. and to ensure that they are protected against any adverse action and/ or discrimination as a result of such reporting. During the year under review, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31,2023. None of the person has been denied access to the Chairperson of the Audit Committee. The said policy is available on the Company’s website and can be accessed through the link https://www.tarc.in/ files/ugd/ b8c00e d09fca1b38424a44bf5c8bd670de81d2.pdf.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH’) and the rules framed thereunder with the objective of providing a safe working environment to all the team members, free from discrimination on any ground and from harassment at workplace including sexual harassment.

All employees including of subsidiaries (regular, temporary, ad - hoc, contractual, probationers and trainees) are covered under this policy. The policy is gender neutral.

An internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Committee constituted in compliance with POSH ensures a free and fair enquiry process with in time limit prescribed in the policy for resolution. During the year under review, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31,2023.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, Debenture holders, vendors, investors, bankers, financial institutions, Debenture trustees, Central and State Government authorities, other business associates and society as large.

Your Directors also place on record their appreciation for the contribution made by every member of TARC family for their commitment, hard work and support.

For and on behalf of the Board of Directors

September 1,2023 Anil Sarin

New Delhi Chairman

DIN: 00016152