Directors Report of Thaai Casting Ltd.

Mar 31, 2025

The Board of Directors take pleasure in presenting the 02nd (Second) Board''s Report together with the Audited
Financial Statements (standalone and consolidated) financial year ended March 31, 2025.

1. FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Company''s financial performance for the year ended March 31, 2025 is summarized as below:

Particulars	STANDALONE		CONSOLIDATED
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	10,651.27	7,096.14	12,220.50	7,096.14
Other Income	207.75	1.40	89.33	1.40
Total Revenue	10,859.02	7,097.54	12,309.83	7,097.54
Employee Benefit Expenses	821.39	505.09	1,103.21	505.09
Cost of Consumption	5983.65	3768.54	6208.63	3768.54
Finance Costs	537.39	282.52	616.27	282.52
Depreciation And Amortization Expenses	655.27	240.14	745.72	240.14
Other Expenses	1334.25	851.44	1,939.90	851.44
Total Expenses	9331.96	5647.74	10,613.74	5647.74
Profit/ (Loss) before Tax	1527.06	1499.80	1,696.09	1499.80
Current Tax	285.88	321.64	412.78	321.64
Deferred Tax	67.82	62.15	73.20	62.15
Tax Adjustment for earlier years	-	-	-	-
Profit/ Loss After Tax	1173.37	1,066.01	1,210.11	1,066.01

2. COMPANY PERFORMANCE OVERVIEW

During the financial year 2024-25, revenue from
operations on a standalone basis '' 10,651.27 Lakhs
as against '' 7,096.14 Lakhs in the previous year
2023-24 registering a growth of 50.10 %. The total
expenditure of the company was '' 9,331.96 Lakhs
(on Standalone basis) as against '' 5647.73 Lakhs in
the previous year 2023-24 an increase of 65.23%.
Profit before exceptional items and tax for the
current year is '' '' 1,527.06 as against '' 1,449.80 in
the previous year 2023-24 a growth of 5.33%. Profit
after tax for the current year is '' 1,173.37 Lakhs as
against '' 1,066.01 Lakhs in the previous year 2023Â¬
24 a growth of 10.07%. The Net Profit/ for the year
under review amounted to '' 1,173.37 Lakhs as

compared to '' 1,066.01 Lakhs in the previous year
a growth of 10.07%.

During the financial year 2024-25, revenue from
operations on a consolidation basis '' 12,220.50
Lakhs as against '' 7,096.14 Lakhs in the previous
year 2023-24 24 registering a growth of 72.21 %.
The total expenditure of the company was '' 10,
613.74 Lakhs (on Consolidation basis) as against
'' 5,647.74 Lakhs in the previous year 2023-24 an
increase of 87.93%. Profit before exceptional items
and tax for the current year is '' 1,696.09 Lakhs as
against '' 1,449.80 in the previous year 2023-24 a
growth of 16.99 %. Profit after tax for the current
year is ''1,210.11 Lakhs as against '' 1,066.01 Lakhs
in the previous year 2023-24 a growth of 13.51 %.

The Net Profit/ for the year under review amounted
'' 1,210.11 Lakhs as against '' 1,066.01 Lakhs in the
previous year 2023-24 a growth of 13.51 %.

BUSINESS OUTLOOK

The Company is specialised in Pressure Die Casting,
precision Machining of both Ferrous and NonÂ¬
Ferrous materials, Induction heating & quenching.
Currently, the company is engaged in manufacturing
of various auto components including Engine
Mounting Support Brackets, Transmission Mounts,
Fork Shift and Housing, Armature - Steering Wheel,
Electrical Connectors, YFG Base Frame (Right-hand
drive side/Left-hand drive side), Housing, Top Cover.

Considering the increased expenditure in
infrastructure development and overall growth in
the economy, the company expects substantial
increase in its order book which will reflect in both
revenue and profits going forward.

A more detailed explanation on the business and
the performance of the Company has been provided
in the Management Discussion and Analysis Report,
which is forming part of the Annual Report.

3. DIVIDEND

The Board thinks that the profits should be retained
for the expansion of the Company, which is in
pipeline for more growth and value addition to the
company and forming a strong business base so
that revenue flows from many channels and hence
the Directors of your Company do not recommend
any dividend for FY 2024-25.

In order to bring transparency pertains to
declaration of dividend and protect the interests of
shareholders, the company has adopted a Dividend
Policy and the same has been displayed on the
Company''s website at link https://www.thaaicasting.
com/

4. TRANSFER TO RESERVES

During the year under review, the Company has not
proposed to transfer any amount to the reserves.

5. QUALITY ASSURANCE:

The Company is committed to the highest level of
quality and continuous improvement programme
are organized at all the level. We are having Quality
Approval from the department of ISO and our
products are per specification and standards set by
the Department. The followings are the awards &
certifications have conferred to the company from
time to time, which stands testimony for the highest
standards of quality and safety maintained by the
Company in respect of its products;

Sl. No.	Particular	Year of Certification/ Awards
01.	ISO 9001: 2008	2011
02.	SQ Mark Award From Hyundai	2014
03.	Best QCD Award from Tokai Tubber Auto Parts - IATF 16949: 2016	2019
04.	MSIL-GREEN Certification from Maruti Suzuki	2021
05.	Best Quality Award from Hanon Systems	2022
06.	GE Approval from - RSB Key Partner Award	2023
07.	SMETA 4-Pillar Audit	2024

6. UNCLAIMED DIVIDEND:

During the period under review, there is no unpaid/
unclaimed dividend which is required to transfer in
IEPF (Investor Education and Protection Fund) as per
the provisions of the Companies Act, 2013.

7. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There have been no material changes and
commitments affecting the financial position of

the Company which have occurred between the
end of the financial year of the Company to which
the financial statements relate and the date of this
report, which forms part of this report.

8. CHANGE IN NATURE OF THE BUSINESS:

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

9. SHARE CAPITAL

The capital structure of the company is as
follows

Authorised Share Capital: 2,50,00,000 Equity
shares of '' 10/- Each

Issued, Subscribed, Fully Paid up Capital
:-2,31,29,600 equity shares of '' 10/- Each

There were no changes in the Authorised, issued,
subscribed, and paid-up share capital of the
Company during the year. Further it is hereby
confirmed that, the Company has not:

i) issued any shares, warrants, debentures, bonds,
or any other convertible or non-convertible
securities.

ii) issued equity shares with differential rights as
to dividend, voting or otherwise

iii) issued any sweat equity shares to its directors
or employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from
restructuring

vii) failed to implement any corporate action

The Company''s securities were not suspended for
trading during the year since its listing

10. LISTING OF THE COMPANY

The Shares of your Company are listed on Platform
of "Emerge Platform on National Stock Exchange".
The annual Listing Fees for the Year 2025-26 has
been paid to the exchange.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from
public falling within the ambit of section 73 and
Section 76 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, no
disclosure is required under Rule 8(5)(v) and (vi) of
the Companies (Accounts) Rules, 2014.

12. BORROWINGS:

As on March 31, 2025, an amount of INR 7,591.93
Lakhs was outstanding towards borrowings, which
comprises of both secured and unsecured loans.

13. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to
''Meetings of the Board of Directors'' and ''General
Meetings'', respectively issued by the Institute of
Company Secretaries of India (''ICSI'') and approved
by the Central Government under Section 118 (10)
of the Act for the Financial Year ended 2024-25.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors'' Responsibility
Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and there are no material departures
from the same;

b) the Directors have selected such accounting
policies and applied them consistently and
made judgements 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, 2025 and of the profit of the
Company for the year ended on that date;

c) the Directors 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;

d) the Directors have prepared the annual
accounts on a going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and are operating effectively; and

f) the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any
Investments, given any Guarantees and provided
any Securities during the Financial Year coming
under the purview of Section 186 of the Companies
Act, 2013, except unsecured loan of INR 370.85
Lakhs to its wholly owned subsidiary i.e Thaai
Induction And Nitriding Private Limited. . The details
of the investment is provided under Note. 13 and
of loan is provided under Note. 14 of the Notes to
financial statements.

16. CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES UNDER SECTION 188(1) OF THE
ACT

All the transactions with related parties were in
the ordinary course of the business and on the
arm''s length basis and are reported in the Notes to
Financial Statements. The related party transactions
entered into by the company during the year
under review have been approved by both Audit

Committee and the Board. The details of materially
significant related party transactions entered into
by the Company are disclosed in Form AOC- 2
pursuant to Section 134(3) of the Act and enclosed
as Annexure II to this report.

17. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and
Section 134(3) of the Act read with Rule 12 of the
Companies (Management and Administration)
Rules, 2014 as amended from time to time, the
Annual Return of the Company as on 31st March,
2025 is available on the Company''s website and can
be accessed at https://www.thaaicasting.com/

18. DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31^st March 2025, the Board of Directors
comprised of 7 Directors which includes
3 Independent Directors and 4 Executive
Directors which includes Managing Director,
Time Director(including a women director).

Brief profile of Directors is available at
Company''s website at https://www.thaaicasting.
com The composition of the Board consists of
a combination of Executive and Non-Executive
Directors, which is not less than 1/3rd of the
Board comprising of Independent Directors.

B. NUMBER OF BOARD MEETINGS AND
ATTENDANCE OF DIRECTORS

During the Financial Year 2024-25, the Company
held 10 (Ten) board meetings of the Board of
Directors as per Section 173 of Companies Act,
2013, viz (1) 28^th May 2024, (2) 28^th June 2024,
(3) 28^th August 2024, (4) 11^th October 2024, (5)
14^th November 2024, (6) 27^th November 2024,
(7) 07^th December 2024, (8) 07^th January 2025,
(9) 24^th January 2025, (10)14^th March 2025.,
The provisions of Companies Act, 2013 were
adhered to while considering the time gap
between two meetings.

The composition of the board and the details of meetings attended by its members are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Sriramulu Anandan	Chairman & Managing Director	10	10
2	Mr. Chinraj Venkatesan	Whole Time Director	10	10
3	Mrs. Anandan Shevaani	Whole Time Director & CFO	10	10
4	Mr. Sri Ramulu Rajasekar Ramakrishnan	Whole Time Director	10	10
5	Mr. Naren Kumar Mandepudi	Independent Director	10	10
6	Mr. Achaya Kumarasamy	Independent Director	10	10
7	Mr. Gautham	Independent Director	08	08

Detailed agenda with explanatory notes and
all other related information is circulated to
the members of the Board in advance of each
meeting. Detailed presentations are made to
the Board covering all major functions and
activities. The requisite strategic and material
information is made available to the Board
to ensure transparent decision making by the
Board

Adequate notice is given to all directors for the
meetings of the Board and Committees. Except
where consent of directors was received for
scheduling meeting at a shorter notice, agenda
and detailed notes on agenda were sent at least
seven days in advance, and a system exists for
seeking and obtaining further information and
clarifications on the agenda items before the
meeting and for meaningful participation at the
meeting by the directors.

The Company did not have any pecuniary
relationship or transactions with the NonÂ¬
Executive Directors of the Company other
than payment of the sitting fees for attending
meetings.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date/ Appointment/ Resignation
Dharmala Venkata Ramana Murthy	06564770	Independent Director	01/06/2024 Resignation
Rajesh Kumar Samal	CYUPS3516F	Company Secretary	03/10/2024 Resignation
Satyabrata Baral	BFHPB6680Q	Company Secretary	Appointment 14/11/2024
Gautham	AGYPG6543N	Independent Director	Appointment 28/08/2024

Remuneration of the executive directors
consists of a salary and other benefits. The
Nomination and Remuneration Committee
makes annual appraisal of the performance
of the Executive Directors based on a detailed
performance evaluation, and recommends
the compensation payable to them, within the
parameters approved by the shareholders, to
the Board for their approval.

C. RETIRE BY ROTATION/CHANGES IN DIRECTORS
AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section
152 of the Companies Act, 2013, and the
Articles of Association of the Company, Ms.
Anandan Shevaani (DIN: 10061358) Whole Time
Director of the Company, retire by rotation
at the ensuing Annual General Meeting. The
Board of Directors, on the recommendation of
the Nomination and Remuneration Committee,
has recommended her re-appointment. Details
of the Directors retiring by rotation/ seeking
re-appointment have been furnished in the
explanatory statement to the notice of the
ensuing AGM.

The Board of Directors of the company are of
the opinion that all the Independent Directors
of the company appointed / re-appointed
during the year possess impeccable integrity,
relevant expertise and experience required to
best serve the interests of the company.

19. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, pursuant to the
provisions of Section 139 of the Act and Rules
made thereunder, M/s. P P N and Company,
Chartered Accountants, (FRN: 013623S) were
appointed as Statutory Auditors of the Company
to hold office for a period of 5 years from the
conclusion of this 01st Annual General meeting,
(for the financial year 31.03.2024) to, till the
conclusion of 06th Annual General Meeting (for
the financial year 31.03.2029) of the Company

The Auditors have also confirmed that they
have subjected themselves to the peer review
process of Institute of Chartered Accountants
of India (ICAI) and hold a valid certificate issued
by the Peer Review Board of the ICAI.

M/s. P P N and Company, Chartered Accountants,
have submitted their Report on the Financial
Statements of the Company for the FY 2024-25,
which forms part of the Annual Report 2024Â¬

25. There are no observations (including any
qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Audit Reports
issued by them which call for any explanation/
comment from the Board of Directors.

Statutory Auditors of the Company have not
reported any fraud as specified under Section
143(12) of the companies act 2013, in the year
under review.

B. COST RECORDS AND COST AUDIT /
COMPLIANCE:

As per Sec. 148 (6) of Companies Act 2013
and rule 6(6) of the Companies (Cost records
and audit) Rules, 2014 the applicability of Cost
audit is based on overall annual turnover of
the company from all its products and services
during the immediate preceding financial year
of rupees one hundred crore or more and the
aggregate turnover of the individual product or
products or service or services for which cost
records are required to be maintained under
rule 3 is Rupees thirty five crore or more. Since,
your company''s annual turnover is not exceeds
the threshold limit as mentioned above; so the
appointment of cost auditor is not applicable
for the FY 2024-25 except keeping of cost
records as applicable to the company.

In accordance with the provisions of Section
148 (6) of Companies Act 2013 and rule 6(6) of
the Companies (Cost records and audit) Rules,
2014, and on the recommendation of the Audit
Committee, the Board has appointed M/s SVM
& Associates, Cost Accountants, Chennai, Firm
Registration No: 000536, as the Cost Auditors
of the Company to conduct the audit of the
cost records of the Company for the financial
year 2025-2026.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. SKD & Associates, Company Secretaries,
(Firm Regn. No. S2023TN958600) were
appointed as Secretarial Auditors of the
Company for the financial year ended on March
31, 2025. The secretarial audit report does not
contain any qualification or reservation or
observation or adverse remark and the same is
self-explanatory and is annexed as Annexure III
forming part of this report.

The Board of Directors of the Company, based
on the recommendation made by the Audit
Committee, and subject to the approval of the
shareholders of the Company at the ensuing
AGM, have approved the appointment of M/s.
SKD & Associates, as the Secretarial Auditors of
the Company to conduct the secretarial audit
for a period of five consecutive years from
the financial year 2025-26 to the financial year
2029-30, in terms of provisions of Regulation
24A of the Listing Regulations and provisions
of Section 204(1) of the Companies Act, 2013.
M/s. SKD & Associates has given consent and
confirmed that he is not disqualified from
being appointed as the Secretarial Auditor
of the Company and satisfies the eligibility
criteria. The profile of the Secretarial Auditor is
provided as part of the explanatory statement
to the AGM Notice.

The Secretarial Audit report submitted by them
for the financial year 2024-25 in the prescribed
form MR3 pursuant to the provisions of Section
204 of the Act received from M/s. SKD &
Associates is provided in Annexure III forming
part of this report. The Secretarial Auditors''
Report for the financial year 2024- 25 does not

contain any qualification, reservation or adverse
remarks and the same is self-explanatory.

D. INTERNAL AUDITOR:

As per section 138 of The Companies Act 2013
read with Rule 13 of Companies (Accounts)
Rules, 2014, the company has Appointed M/s.
KEK & Associates, LLP, Chartered Accountant,,
as Internal Auditor to conduct Internal Audit
for the Financial Year 2025-2026. The Internal
Audit reports are periodically reviewed by the
Audit Committee.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial
Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of
Directors under section 143(12) of the Act, including
rules made there under.

20. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has put in place an effective internal
control system to synchronise its business processes,
operations, financial reporting, fraud control, and
compliance with extant regulatory guidelines and
compliance parameters. The Company ensures
that a standard and effective internal control
framework operates throughout the organization,
providing assurance about the safekeeping of the
assets and the execution of transactions as per the
authorization in compliance with the internal control
policies of the Company.

The internal control system is supplemented by
extensive internal audits, regular reviews by the
management, and guidelines that ensure the
reliability of financial and all other records. The
management periodically reviews the framework,
efficacy, and operating effectiveness of the Internal
Financial Controls of the Company.

The Internal Audit reports are periodically reviewed
by the Audit Committee. The Company has, in
material respects, adequate internal financial
control over financial reporting, and such controls

are operating effectively. Internal Audits are
carried out to review the adequacy of the internal
control systems and compliance with policies and
procedures. Internal Audit areas are planned based
on inherent risk assessment, risk score, and other
factors such as probability, impact, significance, and
strength of the control environment. Its adequacy
was assessed, and the operating effectiveness was
also tested.

21. COMPLIANCE TO THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013 READ
WITH THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION, AND
REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual
harassment at workplace and has a mechanism in
place for prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The
Company is committed to provide equal opportunities
without regard to their race, caste, sex, religion,
color, nationality, disability, etc. All employees are
treated with dignity with a view to maintain a work
environment free of sexual harassment whether
physical, verbal or psychological. All employees
(permanent, contractual, temporary, trainees) are
covered.

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment at workplace. During the year under
review, Company has not received any complaints
on sexual harassment and hence there are no
complaints pending as on the end of the Financial
Year 2024-25 on sexual harassment

The following is a summary of sexual harassment
complaints received and disposed off during the
year 2024-2025.

Number of complaints filed during the financial year	0
Number of complaints disposed of during	0
the financial year
Number of cases pending for more than	0
ninety days during the financial year
Number of complaints pending as at the	0
end of the financial year

22. DISCLOSURE WITH RESPECT TO THE COMPLIANCE
OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961,
including the grant of maternity leave, work-from-
home options where applicable, and provision of
creche facilities as required. The Company remains
committed to ensuring a safe and supportive work
environment for its women employees.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND
COMPANY''S OPERATIONS IN FUTURE:

The Company has not received any significant or
material orders passed by any regulatory authority,
court or tribunal which shall impact the going
concern status and Company''s operations in future.

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), is presented in a separate
section, forming part of the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies
Act, 2013 read with the Rules made thereunder, the
Company has formed Corporate Social Responsibility
("CSR") Committee. The Company has framed a
Corporate Social Responsibility (CSR) Policy as
required under Section 135 of the Companies Act,
2013 read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, to oversee
the CSR activities initiated by the Company. The CSR
Committee has adopted a CSR Policy in accordance
with the provisions of Section 135 of the Companies
Act, 2013 and rules made thereunder. The details
of the CSR initiatives undertaken by the Company
during the FY 2024-25 in the prescribed format are
annexed as Annexure- IV.

27. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of
the Companies Act, 2013 and Regulation 17(9)
& 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
constituted the Risk Management Committee and
laid down a framework to inform the Board about
the particulars of Risks Identification, Assessment
and Minimization Procedures. In the opinion of the
Board, there is no such risk, which may threaten the
existence of the Company.

During the year, such controls were tested and no
material discrepancy or weakness in the Company''s
internal controls over financial reporting was
observed.

Proper Risk Management Practices have been
followed for the purpose of risk identification,
analysis, and mitigation planning, monitoring, and
reporting. Although, all risks cannot be eliminated,
but mitigation and contingency plans are developed
to lessen their impact if they occur.

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

The information pertaining to conservation of
energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134

(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are
provided in ANNEXURE V to this Report.

29. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Board, based on the recommendation of the
Nomination and Remuneration Committee, has
framed a policy for the selection and appointment
of Directors and Senior Management Personnel
and their remuneration. The Company''s policy
relating to the Directors appointment, payment
of remuneration and discharge of their duties is
available on the website of the Company at https://
www.thaaicasting.com

30. MANAGERIAL REMUNERATION, EMPLOYEE
INFORMATION AND RELATED DISCLOSURES

Employee relations continued to be cordial during
the year under review. The Company continued its
thrust on Human Resources Development

The remuneration paid to Directors, Key Managerial
Personnel, and Senior Management Personnel
during FY 2024-25 was in accordance with the NRC
Policy of the Company. Disclosures required under
the provisions of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to the remuneration and other details as
required are annexed to this Report as ANNEXURE-
VI.

31. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

During the year under review, the Company acquired
a 51% stake in Simtec CNC, a partnership firm.
Consequently, as on 31st March 2025, the Company
has one wholly owned subsidiary, Thaai Induction
and Nitriding Private Limited (incorporated on 2nd
November 2023), and one associate/joint venture
company. There has been no material change in the
nature of business of these entities during the year
under review.

The consolidated financial statement has been
prepared in accordance with the relevant accounting

standards and a separate statement containing the salient features of the financial statement of its wholly
owned subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the
Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company
as Annexure I

Thaai Induction And Nitriding Private Limited is engaged in core capability lies in Gas Nitriding and Induction
Hardening & Quenching, processes designed to improve the wear resistance, fatigue strength, and surface
hardness of ferrous components without compromising their core toughness. For the year ended 31st March,
2025, the company has earned a total income of '' 210.24 Lakhs and has made Profit/ (Loss) after Tax of the
'' 5.73 Lakhs. The financial and other details of the said Wholly owned Subsidiary for the Year ended 31-03-2025
is as under:

Particulars	31.03.2025 (in '' In Lacs.)	31.03.2025 % of Contribution to the Overall Performance of consolidated entity
Revenue From operation(gross)	209.94	1.72%
Other Income	0.30	0.33%
Total Revenue	210.24	1.71%
Total Expenditure	199.12	1.88%
Depreciation and amortizations	6.69	0.90%
Profit/(Loss) before Tax	11.11	0.66%
Current Tax	-	-
Deferred Tax	5.38	7.35%
Profit/(Loss) after Tax	5.73	0.47%

M/s Simtec CNC - Firm is engaged in the business of To carry on the business of i)Manufacturing of Automobile
Components.ii) To carry on the business as Commission Agent,Broker, etc.ii) To cary on all other businesses
which are otherwise legally allowed to be carried onFor the year ended 31st March, 2025, the Firm has earned a
total income of '' 21,20,63,188./- as against '' 21,06,02.455/- in the previous year and has made Profit before Tax
of the '' 3,39,88,305./- as against '' 2,05,15,652/-. in the previous year. A summary of the financial performance
of the said firm is provided below:

Particulars	Financial year 2024-25 (in '' In Lacs.)	Financial year 2023-24 (in '' In Lacs.)	Financial year 2024-25 % of Contribution to the Overall Performanceof consolidated entity
Revenue From operation(gross)	21,18,23,222	21,05,48,287	17.33%
Other Income	2,39,966	54,168	2.68%
Total Revenue	21,20,63,188	21,06,02,455	17.22%
Total Expenditure	17,80,74793	19,00,86,803	16.77%
Depreciation and amortizations	87,78,820	92,52,676	11.77%
Profit/(Loss) before Tax	3,39,88,395	2,05,15,652	20.03%
Current Tax	1,26,90,134	4,66,101	30.74%
Deferred Tax	-	-	-
Profit/(Loss) after Tax	2,12,98,261	2,00,49,551	17.60%

Last year comparison has not given as the company invested in the company during the year 2024-25

32. RECEIPT OF REMUNERATION OR COMMISSION BY
THE MANAGING / WHOLE TIME DIRECTOR FROM
ITS HOLDING OR SUBSIDIARY COMPANY

Pursuant to Section 197(14) of the Companies Act,
2013, none of the Managing / Whole-time Directors
of the Company have received any remuneration
or commission from the holding or subsidiary
companies during the year under review, except
for Mr. Sri Ramulu Rajasekar Ramakrishnan, who
has drawn salary from Thaai Induction and Nitriding
Private Limited (the wholly owned subsidiary) with
effect from 1st October 2024, in lieu of Thaai Casting
Limited.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

The Business Responsibility and Sustainability
Report pursuant to Regulation 34(2)(f) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company
for the financial year ended on 31^st March, 2025.

34. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on
the sMe platform (NSE-emerge) of NSE Limited.
Pursuant to Regulation 15(2) SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015
the compliance with the Corporate Governance
provision as specified in Regulation 17 to 27 and
clause (b) to (i) of sub regulations (2) of regulation
46 and par as C, D and E of Schedule V of SEBI
(Listing Obligation and Disclosure Requirements)
Regulation, 2015 shall not apply. The Company
voluntarily adopted various practices of governance

conforming to highest ethical and responsible
standards of business and is committed to focus on
long term value creation for its shareholders. The
Corporate Governance practices followed by the
Company is included as part of this Report.

35. COMMITTEES OF THE BOARD:

As on March 31, 2025, the company has five Board
level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the
Board of Directors is available on the website of the
Company. The Board is responsible for constituting,
assigning, co-opting and fixing the terms of
reference of various committees. Details on the role
and composition of these committees, including the
number of meetings held during the financial year
and the related attendance are provided below.

A. AUDIT COMMITTEE

During the Financial Year 2024-25, the Company
held 05 (Five) Audit Committee meetings on 28^thMay, 2024, 28^th August 2024, 14^th November
2024,07^th December 2024, 10^th March, 2025

The composition of the Committee as on March 31, 2025 and the details of meetings attended by its
members during the financial year 2024-25 are given below;

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN:07657046)	Chairman	5	5
2	Mr. Gautham (DIN: 09683689)	Member	4	4
3	Mr. Achaya Kumarasamy (DIN:00844400)	Member	5	5

All recommendations of Audit Committee during the year under review were accepted by the Board of
Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference
of the Committee are in consonance with the requirements mandated under Section 177 of the Companies
Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting.
com

B. NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2024-25, the Company held 02 (Two) Nomination and Remuneration Committee
meetings on 28^th August 2024 and 14^th November 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN:07657046)	Chairman	2	2
2	Mr. Gautham (DIN: 09683689)	Member	2	2
3	Mr. Achaya Kumarasamy (DIN:00844400)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the
Committee are in consonance with the requirements mandated under Section 178 of the Companies Act,
2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting.
com/

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

During the Financial Year 2024-25, the Company held 01 (One) Stakeholders'' Relationship Committee
meetings on 24^th 01, 2025

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN:07657046)	Chairman	1	1
2	Mr. Gautham (DIN: 09683689)	Member	1	1
3	Mr. Achaya Kumarasamy (DIN:00844400)	Member	1	1

D. RISK MANAGEMENT COMMITTEE

During the Financial Year 2024-25, the Company held 01 (One) Risk Management Committee meetings, viz
28^th August, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN:07657046)	Chairman	1	1
2	Mr. Gautham (DIN: 09683689)	Member	1	1
3	Mr. Achaya Kumarasamy (DIN:00844400)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the
Company is available on the website of the Company at https://www.thaaicasting.com/

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting
held on 28^th August, 2024 in terms of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014.
During the Financial Year 2024-25, the Company held 01 (One) Corporate Social Responsibility Committee
meeting on viz 28^th August, 2024.

The composition of the Committee and the details of meeting attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN:07657046)	Chairman	1	1
2	Mr. Gautham (DIN: 09683689)	Member	1	1
3	Mr. Achaya Kumarasamy (DIN:00844400)	Member	1	1

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy
of the Company is available on the website of the Company at https://www.thaaicasting.com/

36. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that
they meet the criteria of independence laid down
under Section 149(6) read with Schedule IV of the
Act and Regulation 16(1)(b) of the Listing Regulations
and that they are not aware of any circumstance
or situation, which exist or may be reasonably
anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgment and without any external
influence. The board of directors have taken on
record the declaration and confirmation submitted
by the independent directors after undertaking due
assessment of the veracity of the same and is of
the opinion that they fulfil the conditions specified
in the Act and the Listing Regulations and that they
are independent of the management.

37. FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS

The Independent Directors have been updated
with their roles, rights and responsibilities in the
Company by specifying them in their appointment
letter along with necessary documents, reports
and internal policies to enable them to familiarise
with the Company''s procedures and practices.
The Company endeavors, through presentations
at regular intervals to familiarize the Independent
Directors with the strategy, operations and
functioning of the Company.

The details of such familiarization programmes for
Independent Directors are posted on the website of
the Company and can be accessed at https://www.
thaaicasting.com

38. TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

The terms and conditions of appointment of
Independent Directors have been disclosed on the
website of the Company https://www.thaaicasting.
com

39. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met
separately on 14^th March, 2025 without the presence

of Non-Independent Directors and members of
Management. In accordance with the provisions
under Section 149 and Schedule-IV of the Act,
following matters were, inter alia, reviewed and
discussed in the meeting:

i) Performance of Non-Independent Directors
and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company
taking into consideration the views of Executive
and Non-Executive Directors;

iii) Assessment of the quality, quantity and
timeliness of flow of information between the
Company Management and the Board that
is necessary for the Board to effectively and
reasonably perform their duties

All the Independent Directors were present at the
meeting.

40. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the
Listing Regulations, the Board, in consultation with
its Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the
criteria for performance evaluation of the entire
Board of the Company, its committees and individual
directors, including Independent Directors. The
framework is monitored, reviewed and updated by
the Board, in consultation with the Nomination and
Remuneration Committee, based on need and new
compliance requirements

41. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

of unpublished price sensitive information without
fear of reprisal for appropriate action. Under the
vigil mechanism, all directors, employees, business
associates have direct access to the Chairman of the
Audit committee. The whistle blower policy can be
accessed at https://www.thaaicasting.com.

42. CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in
accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has in place the
following: -

1. Code of Conduct for Prevention of Insider
Trading and Code of Practices and Procedures
for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI).

2. Policy for determination of "legitimate
purposes" forms part of this Code.

3. Policy and procedures for inquiry in case of
leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for
Prevention of Insider Trading which includes
maintenance of structural digital data base (SDD)
are being managed through a software installed
by the Company in-house including maintenance
structural digital data base (SDD). This code lays
down guidelines advising the designated employees
and other connected persons, on procedures to
be followed and disclosures to be made by them
while dealing with the shares of the company, and
while handling any unpublished price sensitive
information

43. CODE OF CONDUCT

Commitment to ethical professional conduct
is a must for every employee including Board
members and senior management personnel of
the company. The duties of Directors including
duties as an Independent Director as laid down in
the Act also forms part of the Code of Conduct. The
Code of Conduct is available on the website of the
Company https://www.thaaicasting.com All Board
members and senior management personnel affirm
compliance with the Code of Conduct annually.

44. POLICIES OF THE COMPANY

The Company is committed to a good corporate
governance and has consistently maintained its
organizational culture as a remarkable confluence
of high standards of professionalism and building
shareholder equity with principles of fairness,
integrity and ethics. The Board of Directors of
the Company have from time to time framed
and approved various Policies as required by the
Companies Act, 2013 read with the Rules issued
thereunder and the Listing Regulations. These
Policies and Codes are reviewed by the Board and
are updated, if required. The aforesaid policies can
be accessed at https://www.thaaicasting.com.

45. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on
the Stock Exchange, the Company appointed Purva
Share Registry (India) Private Limited as its RTA.
Details of the RTA are given below

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate
Mumbai - 400011, Maharashtra, India

46. LISTING

The equity shares of the Company are listed at the
EMERGE Platform on NSE under Stock Code- "TCL"
with effect from 23^rd February, 2025.

47. DEMATERIALISATION OF SHARES

The Company has entered into tripartite agreements
for dematerialization of equity shares with the Purva
Share Registry (I) Private Limited, National Securities
Depository Limited and Central Depository Services
(India) Limited. As on March 31, 2025, the shares
of the Company held in demat form represents
100% of the total issued and paid-up capital of the
Company.

The Company ISIN No. is INE0QJL01014.

49. POSTAL BALLOT

During the year under review, no resolution was
passed through postal ballot.

50. PENALTIES

There were no penalties, strictures imposed on
the company by stock exchange(s) or SEBI or any
statutory authority, on any matter related to capital
markets, during the year.

51. SCORES

SEBI processes investor complaints in a centralized
web-based complaints redressal system i.e. SCORES.
Through this system a shareholder can lodge
complaint against a company for his grievance.
The company uploads the action taken on the
complaint which can be viewed by the shareholder.
The company and shareholder can seek and provide
clarifications online through SEBI.

52. ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-
1/P/CIR/2023/145 dated July 31, 2023, on "Online
Resolution of Disputes in the Indian Securities
Market" a common Online Dispute Resolution Portal
("ODR Portal") which harnesses online conciliation
and online arbitration for resolution of disputes
arising in the Indian Securities Market has been
established.

53. RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and
Exchange Board of India (Depositories Participants)
Regulations, 2018 a Company Secretary in Practice
carries out audit of Reconciliation of Share Capital on
quarterly basis to reconcile the total admitted equity
share capital with the National Securities Depository
Limited (NSDL) and the Central Depository Services
(India) Limited (CDSL) and the total issued and listed
equity share capital. The audit report confirms that
the total issued/paid-up capital is in agreement with
the total number of shares in physical form and the
total number of dematerialized shares held with
NSDL and CDSL. The said report, duly signed by
practicing company secretary is submitted to stock

exchanges where the securities of the company are
listed within 30 days of the end of each quarter
and this Report is also placed before the Board of
Directors of the company.

54. CREDIT RATING

In the absence of issue of any debt securities, the
Company has not obtained any credit rating with
respect to any debt securities. Further, CRISIL
Ratings Limited has assigned a long-term rating of
CRISIL BBB-/ (Positive) for the credit facilities availed
by the Company from Banks.

55. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONGWITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year
and hence not being commented upon.

56. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING LISTED ENTITIES

As per the information available with the Company,
there are no agreements entered into by the
shareholders, Promoters, Promoters Group entities,
Related Parties, Directors, Key Managerial Personnel,
Employees of the Company, its subsidiaries and
associates companies which are binding the
Company in terms of clause 5A of Para A of Part A
of Schedule III of the Listing Regulations.

57. THE 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.

During the Financial Year under review, there has
been no incident of one-time settlement for loan
taken from the banks of financial institutions and
hence not being commented upon.

58. GREEN INITIATIVES

In commitment to keeping in line with the Green
Initiative and going beyond it to create new green
initiations, an electronic copy of the Notice of the
02^nd Annual General Meeting of the Company along
with a copy of the Annual Report is being sent to
all Members whose email addresses are registered
with the Company/ Depository Participant(s) and will
is also available at the Company''s website at https://
www.thaaicasting.com

59. INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the
company to the date of this report, there were
no complaints received from the investors. The
designated email id for Investor complaint is cs@
thaaicasting.com

60. BUSINESS LOCATIONS:

As on March 31, 2025, the company has its place of
business (Factory Unit) in the following location;

Pillaipakkam, Thiruvallur, Tamil Nadu - 602105	No.A-20 SIPCOT Industrial Park, 7th Cross Street, PiPillaipakkam, Thiruvallur, Tamil Nadu - 602105
Pillaipakkam, Thiruvallur, Tamil Nadu - 602105	Plant - II: S28, Vengadu Village, Adithya Pavers, SIPCOT Industrial Park Pillaipakkam, Kancheepuram, Tamil Nadu, 602105

61. ACKNOWLEDGEMENT:

The Board of Directors would like to express their
sincere appreciation for the assistance and coÂ¬
operation received from the government and
regulatory authorities, stock exchange, financial
institutions, banks, business associates, customers,
vendors, members, for their co-operation and
support and looks forward to their continued
support in future. The Board of Directors wish to
place on record its deep sense of appreciation for
the committed services by all the employees of the
Company.

For and on behalf of the Board
Thaai Casting Limited

SD/-

Sriramulu Anandan

Chairman & Managing Director
DIN:02354202

SD/-

Anandan Sheevani

Whole Time Director

Place: Pillaipakkam
Date: 28-05-2025

Mar 31, 2024

Your Directors have pleasure in presenting the 1st (First) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Companyâs financial performance for the year ended March 31, 2024 is summarized as below:

(Amount in INR lakhs)

Particulars	Standalone	Consolidated
Revenue from operations	7,096.14	7,096.14
Other income (net)	12.67	12.67
Total Income	7,108.81	7,108.81
Less:
Operating & Administrative expenses	5136.35	5136.35
Profit Before Depreciation Interest & Tax	1,972.46	1,972.46
Less:
Depreciation and amortization expense	240.14	240.14
Finance costs	282.52	282.52
Profit before exceptional item and tax	1449.80	1449.80
Exceptional item	-	-
Profit before tax (PBT)	1449.80	1449.80
Tax expense	383.79	383.79
Profit after tax for the year (PAT)	1,066.01	1,066.01
EPS (Rs.)	06.00	06.00

2. COMPANY PERFORMANCE OVERVIEW

The Company, viz., Thaai Casting Limited was formed through the conversion of a Partnership firm viz., M/s. Thaai Casting pursuant to the provisions of Part I of Chapter XXI of the Companies Act, 2013. The date of incorporation of the Company as a public limited company as per the Certificate of Incorporation issued by the Registrar of Companies (RoC) is June 12, 2023. the Board of the company has fixed the first financial year of the company from the date of incorporation of the company i.e., from June 12, 2023 to March 31, 2024 and the second and subsequent financial years of the company has been fixed as the period from 01st day of April to 31st day of March of each year. The figures pertaining to the previous financial year ended March 31, 2023 was not provided due to the absence of figures pertaining to the previous financial year as the Company was incorporated only on June 12, 2023 and the financial year ended March 31, 2024 was the first financial year of the company. Accordingly, the first financial statements of the company were prepared for the period from June 12, 2023.

During the financial year under review, the Company has recorded total income of Rs.7108.81 lakhs. The total expenditure of the company was Rs.5659 lakhs. The Profit before tax is Rs.1449.80 lakhs and Profit after tax is Rs.1066.01 lakhs. Detailed report on operations and financial performance of the Company during the financial year 2023-24 has been included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

BUSINESS OUTLOOK

The Company has expertise in making Pressure Die Casting, precision Machining of both Ferrous and Non-Ferrous materials, Induction heating & quenching. Currently, the company is engaged in manufacturing of various auto components including Engine Mounting Support Brackets, Transmission Mounts, Fork Shift and Housing, Armature - Steering Wheel, Electrical Connectors, YFG Base Frame (Right-hand drive side/Left-hand drive side), Housing, Top Cover etc.,

Considering the growth in the automobile sector from which the company derives most of its revenue and overall growth in the economy, the company expects substantial increase in its order book which will reflect in both revenue and profits going forward.

A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report as Annexure- I.

i. DIVIDEND

Keeping in mind the fund requirements for further expansion of its business and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended March 31, 2024.

In order to bring transparency pertains to declaration of dividend and protect the interests of shareholders, the company has adopted a Dividend Policy and the same has been displayed on the Companyâs website at link https://www.thaaicasting.com/

4. TRANSFER TO RESERVES

During the year, the company has not transferred any amount from the surplus in retained earnings to the General Reserves account. No further amount is proposed to be transferred to reserves during the year under review.

5. QUALITY ASSURANCE:

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level. The commitment to quality demonstrated by the company is supported by various quality certifications and awards obtained by the Company. Some of the notable certifications and awards obtained by the company is provided below: -

ISO 9001: 2008

SQ Mark Award From Hyundai

Best QCD Award from Tokai Tubber Auto Parts - IATF 16949: 2016

MSIL-GREEN Certification from Maruti Suzuki Best Quality Award from Hanon Systems GE Approval from - RSB Key Partner Award SMETA 4-Pillar Audit

6. UNCLAIMED DIVIDEND:

As the company is yet to declare any dividend, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

8. CHANGE IN NATURE OF THE BUSINESS:

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

9. SHARE CAPITAL

The authorised capital of the Company as on March 31, 2024 stood at Rs.25 Crores comprising of 2,50,00,000 equity shares of Rs.10-/- each. The paid-up capital of the company as on March 31, 2024 stood at Rs.23.13 Crores comprising of 2,31,29,600 no of equity shares of Rs.10/- each.

During the year, the share capital of the Company has undergone the following changes;

^S Date Type No.	Particulars	Equity Shares Allotted
1 12/06/2023 Subscription to MOA	7,50,000 Shares allotted pursuant to Pursuant to conversion of partnership firm M/s Thaai Casting into Company.	7,50,000
2 31/07/2023 Allotment of Further Equity shares	Allotment of Further Equity shares to the partners of the firm immediately before its succession to a company in the same proportion in which their capital accounts stood in the books of the firm on the date of the succession	1,62,50,000
3 21/02/2024 Allotment of equity shares by IPO	Allotment of 61,29,600 no. of equity shares of Rs. 10/-each with premium of Rs. 67/- per share by way of Initial Public Offer (IPO).	61,29,600
	Total number of equity shares allotted	2,31,29,600

Apart from the above-mentioned changes, there were no changes in the Authorised, issued, subscribed, and paid-up share capital of the Company during the year. Further it is hereby confirmed that, the Company has not:

i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend, voting or otherwise

iii) issued any sweat equity shares to its directors or employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from restructuring

vii) failed to implement any corporate action

The Companyâs securities were not suspended for trading during the year since its listing.

10. INITIAL PUBLIC OFFER (IPO):

During the year under review, the Company has successfully completed its IPO by fresh issue of

61,29,600 no. of Equity Shares of ?10/- each at a price of Rs. 77/- per share (including a share premium of Rs. 67/- per equity share), which received an overwhelming response from the investors community at large. This achievement demonstrates the success and credibility of our business model and strategies. The Company got listed on NSE SME Platform with effective from February 23, 2024.

11. UTILIZATION OF FUNDS RAISED THROUGH INTITIAL PUBLIC OFFER (IPO):

The Company had raised an amount of Rs. 47.20 Crore through its Initial Public Offer (IPO) during month of February, 2024. Consequent to this, the equity shares are listed on EMERGE Platform of National Stock Exchange of India Limited. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. As on date of this report there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated February, 20 2024.

12. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

13. BORROWINGS:

As on March 31, 2024, an amount of INR 4,552.77 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.

14. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively issued by the Institute of Company Secretaries of India (âICSIâ) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) of the Companies

Act, 2013, with respect to Directorsâ Responsibility

Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the profit of the Company for the year ended on that date;

c) the Directors 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS

MADE, GUARANTEES GIVEN AND SECURITIES

PROVIDED UNDER SECTION 186 OF THE ACT

The Company has not given any Loans, made any

Investments, given any Guarantees and provided any

Securities during the Financial Year coming under

DIRECTOR

DESIGNATION

NO. OF MEETING ENTITLED

NO. OF MEETING ATTENDED

4 Mr. Sri Ramulu Rajasekar Ramakrishnan (Din - Whole Time Director 17 17 10063549)

5 Mr. Naren Kumar Mandepudi Independent Director 13 13

6 Mr. Achaya Kumarasamy Independent Director 13 13

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board

the purview of Section 186 of the Companies Act, 2013, except investment made in its wholly owned subsidiary i.e Thaai Induction and Nitriding Private Limited and the unsecured loan provided to it. The details of the investment and loan are provided under Note. 13 & 14 of the Notes to financial statements, respectively.

17. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All the transactions with related parties were in the ordinary course of the business and on the armâs length basis and are reported in the Notes to Financial Statements. The related party transactions entered into by the company during the year under review have been approved by both Audit Committee and the Board. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -II to this report.

Further approval is being sought from the members for approval of related party transactions involving Samundeeswari Enterprise, Zuddha Enterprises & 3C Casting as per the details provided in the Notice of convening Annual General Meeting seeking approval of the members. You may also refer to Related Party transactions in Note No. 30(22) of the Standalone Financial Statements for more details.

18. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules,

considering the time gap between two meetings.

2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Companyâs website and can be accessed at https://www.thaaicasting.com/

19. DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

As of 31st March 2024, the Board of Directors comprised of 7 Directors which includes 3 Independent Directors and 4 Executive Directors which includes Managing Director, Whole Time Director & CFO.

Brief profile of Directors is available at Companyâs website at https://www.thaaicasting.com

The composition of the Board consists of a combination of Executive and Non-Executive Directors, with not less than 1/3rd of the Board comprising of Independent Directors.

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

During the Financial Year 2023-24, the Company held 17 (Seventeen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 12th June, 2023, 29th July, 2023, 31st July, 2023, 18th August, 2023, 27th September, 2023, 29th September, 2023, 09th October, 2023, 25th October,

2023, 30th October, 2023, 15th November, 2023, 30th November, 2023, 3rd December, 2023, 10th January,

2024, 09th February, 2024, 20th February, 2024, 21st February, 2024, 30th March, 2024., The provisions of Companies Act, 2013 were adhered to while

in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings. During FY 2023-24, the Company did not advance any loan to any of its Directors. Further, no loans and advances in the nature of loans to firms/companies in which directors are interested was given by the Company and its Associates/JV except its wholly owned subsidiary company i.e Thaai induction & Nitriding Private Limited.

The Non-Executive Directors including Independent Directors are entitled for sitting fees for attending meetings of the board/ committees thereof. The Company pays sitting fees to its Non-Executive Independent Directors, who are not forming part of promoter/promoter group for attending the meetings of Board and Committees.

Remuneration of the executive directors consists of salary and other benefits as per their terms of appointment in the board. The Nomination and

Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.

C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Chinraj Venkatesan (DIN: 10077788) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment. Details of the Directors retiring by rotation/ seeking re-appointment have been furnished as an Annexure to the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

The composition of the board and the details of meetings attended by its members are given below:

DIRECTOR

DESIGNATION

NO. OF MEETING ENTITLED

NO. OF MEETING ATTENDED

1 Mr. Sriramulu Anandan (Din- 02354202) Chairman & Managing Director 17 17

2 Mr. Chinraj Venkatesan (Din - 10077788) Whole Time Director 17 17

3 Mrs. Anandan Shevaani (Din - 10061358) Whole Time Director & CFO 17 17

Name

DIN/PAN

Particulars

Effective Date/ Appointment/ Resignation

Mr. Chinraj Venkatesan 10077788 Appointed as Director 12/06/2023

Change of Designation as Whole-time director 01/09/2023 Mr. Sriramulu Anandan 02354202 Appointed as Director 12/06/2023

Change of Designation as Chairman & 01/09/2023 Managing Director

The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.

Name	DIN/PAN	Particulars	Effective Date/ Appointment/ Resignation
Anandan Shevaani	10061358	Appointed as Director	12/06/2023
		Change of Designation as Whole-time director	01/09/2023
Sri Ramulu Rajasekar	10063549	Appointed as Director	12/06/2023
Ramakrishnan		Change of Designation as Whole-time director	01/09/2023
Naren Kumar Mandepudi	07271458	Independent Director	01/09/2023
Achaya Kumarasamy	08308421	Independent Director	01/09/2023
Dharmala Venkata Ramana Murthy	06564770	Independent Director	01/09/2023
Anandan Shevaani	MMLPS1226F	Chief Financial officer	01/09/2023
Amarnath Tripathy	AHTPT6252D	Company Secretary	01/09/2023- Appointment, 30/10/2023- Resignation
Rajesh Kumar Samal	CYUPS3516F	Company Secretary	27/11/2023- Appointment

20. AUDITORS AND AUDITORSâ REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

The Board of directors of the Company at their meeting held on 12th June, 2023 appointed M/s. PPN and Company (Firm Regn No: 013623S), Chartered Accountants, as the First Statutory Auditors of the Company who holds office up to the date of First Annual General Meeting.

The retiring auditors M/s. PPN and Company (Firm Regn No: 013623S), Chartered Accountants, who holds office up to the date of ensuing Annual General Meeting, have expressed willingness to continue in office, if appointed. As required, M/s. PPN and Company (Firm Regn No: 013623S), Chartered Accountants, have forwarded a certificate to the Company stating that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013. Hence, the Board

of Directors based on recommendation of audit committee, proposed for the re-appointment of M/s. P P N and Company (Firm Regn No: 013623S), Chartered Accountants, as the Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of this 01st Annual General meeting, (for the financial year 31.03.2024) to, till the conclusion of 06th Annual General Meeting (for the financial year 31.03.2029) of the Company, to the members for their approval. The resolution seeking the approval of the members in this regards forms part of the Notice of the AGM.

There are no qualifications or adverse remarks in the Auditorsâ Report which require any clarification/ explanation.

J. COST RECORDS AND COST AUDIT / COMPLIANCE:

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules,

2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your companyâs annual turnover is not exceededs the threshold limit as mentioned above; so the appointment of cost auditor is not applicable for the FY 2023-24 except keeping of cost records as applicable to the company.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. SKD & Associates, Company Secretaries (Firm Regn. No. S2023TN958600), were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act is annexed as ANNEXURE - III to this report. The Secretarial Auditorsâ Report for the Financial year 2023-24 does not contain any qualification, reservation or adverse remarks, except due to the delay in completing the formalities associated with signing the e-form CHG-1 from the lender side in respect of ?141.60 lakh loan facility, the said form couldnât be filed within the prescribed time. The Company is in the process of pursuing legal remedies available under the Companies Act, 2013 to address this.

M/s. SKD & Associates, Company Secretaries have been reappointed to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed that they are eligible for the said appointment.

D. INTERNAL AUDITOR:

In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, M/s. KEK & Associates, LLP, Chartered Accountant, has been appointed as Internal Auditors of the Company to conduct internal audit. The Audit Committee reviews the internal audit report.

21. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.

22. COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the

provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYâS OPERATIONS IN FUTURE:

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companyâs operations in future.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section, forming part of the Annual Report.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, and/or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder is not applicable to the company. However, the company has duly constituted the Corporate Social Responsibility (âCSRâ) Committee & also framed a Corporate Social Responsibility (CSR) Policy as required under the Act. But the amount required for spending of CSR activities as enumerated under the Act is not applicable to the company. The Company has reported a Net Profit of Rs. 10.66 crores for the financial year 2023-24. As a result, it is required to adhere to the provisions of Section 135 of the Companies Act, 2013, which includes fulfilling obligations related to CSR activities for the financial year 2024-25. Consequently, CSR provisions will apply to the Company starting April 1, 2024, based on the profit recorded for FY 2024.

27. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Companyâs internal controls over financial reporting was observed.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE - IV to this Report.

29. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration in the company. The Companyâs policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.thaaicasting.com

30. PARTICULARS OF EMPLOYEES:

Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development.

Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as ANNEXURE- V.

A statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is kept open for inspection during working hours at the Registered Office of the Company. Any member who is interested in obtaining these, may

write to the Company Secretary at the Registered Office of the Company.

31. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

As on 31st March 2024, the company has one wholly owned subsidiary (WoS) i.e Thaai Induction And Nitriding Private Limited which was incorporated on 02nd November, 2023. However, it is yet to commence its business operations. Apart from the aforesaid, the Company does not have any holding, subsidiary, Associate & Joint venture company. There has been no material change in the nature of the business of the said company during the year under review. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its wholly owned subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure - VI.

Thaai Induction And Nitriding Private Limited is formed to carry on the business of heat treatment of Ferrous, Non ferrous metals, pack carbonising, core refining, nitriding, nitriding induction hardening, direct hardening. The WoS has not started its business operations during the year ended 31st March, 2024, accordingly, it has not earned any income or Profit/ (Loss).

32. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding, Subsidiaries as on 31st March 2024, except a Wholly owned subsidiary i.e Thaai Induction And Nitriding Private Limited. During the year under review, the Managing Director/Whole time director has not received any remuneration or commission from its wholly owned subsidiary. Hence reporting under this clause is not required to be provided.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.

34. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

35. COMMITTEES OF THE BOARD:

As on March 31, 2024, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Risk Management Committee

E) Corporate Social Responsibility Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee was constituted at the Board meeting held on September 29, 2023 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2023-24, the Company held 02 (Two) Audit Committee meetings on 09th October, 2023, 30th November, 2023.

The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below;

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN: 07657046)	Chairman	2	2
2	Mr. Dharmala Venkata Ramana Murthy (DIN: 09683689)	Member	2	2
3	Mr. Achaya Kumarasamy (DIN: 00844400)	Member	2	2

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting.com

A. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on September 29, 2023. During the Financial Year 2023-24, the Company held 02 (Two) Nomination and Remuneration Committee meetings on 09th October, 2023, and 15th November, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

S NO	DIRECTOR	Designation in the Committee	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Naren Kumar Mandepudi (DIN: 07657046)	Chairman	2	2
2	Mr. Dharmala Venkata Ramana Murthy (DIN: 09683689)	Member	2	2
3	Mr. Achaya Kumarasamy (DIN: 00844400)	Member	2	2

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at www.thaaicasting.com.

B. STAKEHOLDERSâ RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on September 29, 2023. During the Financial Year 2023-24, the Company held 2 (Two) Stakeholdersâ Relationship Committee meetings on 09th October, 2023, and 30th March, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

DIRECTOR

Designation in the Committee

NO. OF MEETING ENTITLED

NO. OF MEETING ATTENDED

1 Mr. Naren Kumar Mandepudi Chairman 2 2 (DIN: 07657046)

2 Mr. Dharmala Venkata Ramana Murthy Member 2 2 (DIN: 09683689)

3 Mr. Achaya Kumarasamy Member 2 2 (DIN: 00844400)

DIRECTOR

Designation in the Committee

NO. OF MEETING ENTITLED

NO. OF MEETING ATTENDED

1 Mr. Naren Kumar Mandepudi Chairman 1 1 (DIN: 07657046)

2 Mr. Dharmala Venkata Ramana Murthy Member 1 1 (DIN: 09683689)

3 Mr. Achaya Kumarasamy Member 1 1 (DIN: 00844400)

The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at httpsV/wwwthaaicasting.com

The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.thaaicasting.com

C. RISK MANAGEMENT COMMITTEE

The Risk Management Committee has been formed by the Board of Directors, at the meeting held on September 29, 2023. During the Financial Year 2023-24, the Company held 01 (One) Risk Management Committee meetings, viz 09th October, 2023.

The composition of the Committee and the details of meeting attended by its members are given below:

DIRECTOR

Designation in the Committee

NO. OF MEETING ENTITLED

NO. OF MEETING ATTENDED

1 Mr. Naren Kumar Mandepudi Chairman 1 1 (DIN: 07657046)

2 Mr. Dharmala Venkata Ramana Murthy Member 1 1 (DIN: 09683689)

3 Mr. Achaya Kumarasamy Member 1 1 (DIN: 00844400)

The Company Secretary acted as the secretary of the Committee. The Risk Management policy of the Company is available on the website of the Company at https://www.thaaicasting.com

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisons under section 135 of the Companies Act, 2013 read with applicable rules made thereunder is not applicable to the company. However, the Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on September 29, 2023 in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules 2014. During the Financial Year 2023-24, the Company held 01 (One) Corporate Social Responsibility Committee meeting on viz 09th October, 2023.

36. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companyâs procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for

Independent Directors are posted on the website of the Company and can be accessed at https://www. thaaicasting.com

38. TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.thaaicasting. com

39. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on March 30, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

40. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements

41. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companyâs code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.thaaicasting.com.

42. CODE FOR PREVENTION OF INSIDER-TRADING

Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

1. Code of Conduct for Prevention of Insider

Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

2. Policy for determination of âlegitimate purposesâ forms part of this Code.

3. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information

43. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.thaaicasting.com All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

44. POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building share holder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing

Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www. thaaicasting.com.

45. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below

Purva Share Registry (India) Private Limited

CIN: U67120MH1993PTC074079 No 9, Shiv Shakti Industrial Estate Mumbai - 400011, Maharashtra, India

46. LISTING

The equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- âTCLâ with effect from 23rd February, 2024.

47. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0QJL01014.

49. POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

50. PENALTIES

There were no penalties, strictures imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the year.

51. SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

52. ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023, on âOnline Resolution of Disputes in the Indian Securities Marketâ a common Online Dispute Resolution Portal (âODR Portalâ) which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market has been established.

SMART ODR Portal (Securities Market Approach for Resolution through ODR Portal) can be accessed via the following link

- https://smartodr.in/login

53. RECONCILIATION OF SHARE CAPITAL AUDIT

Post listing of companyâs shares, pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing

company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

54. CREDIT RATING

In the absence of issue of any debt securities, the Company has not obtained any credit rating with respect to any debt securities. Further, CRISIL Ratings Limited has assigned a long-term rating of BBB-/ (Positive) for the credit facilities availed by the Company from Banks during the year under review.

55. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

56. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

As per the information available with the Company, there are no agreements entered into by the shareholders, Promoters, Promoters Group entities, Related Parties, Directors, Key Managerial Personnel, Employees of the Company, its subsidiaries and associates companies which are binding the Company in terms of clause 5A of Para A of Part A of Schedule III of the Listing Regulations.

57. THE 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.

During the Financial Year under review, there has been no incident of one-time settlement for the loan

taken from the banks & financial institutions and hence not being commented upon.

58. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 01st Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companyâs website at https:// www.thaaicasting.com

59. INVESTOR GRIEVANCE REDRESSAL

During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@ thaaicasting.com

60. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Ms. Rajesh Kumar Samal,

Company Secretary & Compliance Officer

Registered office : No.A-20 SIPCOT Industrial Park, 7th Cross Street,

Pillaipakkam, Thiruvallur, Tamil Nadu - 602105, Contact No. 91 7904650127;

E-mail: [email protected].

61. BUSINESS LOCATIONS:

As on March 31, 2024, the company has its place of business (Factory Unit) in the following location;

Pillaipakkam,	No.A-20 SIPCOT Industrial
Thiruvallur, Tamil	Park, 7th Cross Street,
Nadu - 602105	Pillaipakkam, Thiruvallur, Tamil Nadu - 602105

62. ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board Thaai Casting Limited

Sd/- Sriramulu Anandan

Chairman & Managing Director DIN:02354202

Sd/- Anandan Shevaani

Whole time Director DIN - 10061358

Place: Pillaipakkam, Tamilnadu Date: 28.05.2024

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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Directors Report of Thaai Casting Ltd.

2. COMPANY PERFORMANCE OVERVIEW

BUSINESS OUTLOOK

3. DIVIDEND

4. TRANSFER TO RESERVES

5. QUALITY ASSURANCE:

6. UNCLAIMED DIVIDEND:

8. CHANGE IN NATURE OF THE BUSINESS:

9. SHARE CAPITAL

The capital structure of the company is asfollows

Authorised Share Capital: 2,50,00,000 Equityshares of '' 10/- Each

Issued, Subscribed, Fully Paid up Capital:-2,31,29,600 equity shares of '' 10/- Each

10. LISTING OF THE COMPANY

11. DEPOSITS FROM PUBLIC

12. BORROWINGS:

13. COMPLIANCE OF SECRETARIAL STANDARDS:

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

17. ANNUAL RETURN:

18. DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

B. NUMBER OF BOARD MEETINGS ANDATTENDANCE OF DIRECTORS

C. RETIRE BY ROTATION/CHANGES IN DIRECTORSAND KEY MANAGERIAL PERSONNEL

19. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

B. COST RECORDS AND COST AUDIT /COMPLIANCE:

C. SECRETARIAL AUDITOR AND THEIR REPORT

D. INTERNAL AUDITOR:

20. INTERNAL FINANCIAL CONTROL SYSTEM:

24. MANAGEMENT DISCUSSION AND ANALYSISREPORT

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

27. RISK MANAGEMENT

29. POLICY ON DIRECTORS'' APPOINTMENT ANDREMUNERATION

30. MANAGERIAL REMUNERATION, EMPLOYEEINFORMATION AND RELATED DISCLOSURES

31. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINTVENTURES AND ASSOCIATE

35. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE

B. NOMINATION AND REMUNERATION COMMITTEE

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

36. DECLARATION BY INDEPENDENT DIRECTORS

37. FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS

38. TERMS AND CONDITIONS OF APPOINTMENT OFINDEPENDENT DIRECTORS

39. SEPARATE MEETING OF INDEPENDENT DIRECTORS

41. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

44. POLICIES OF THE COMPANY

45. REGISTRAR AND TRANSFER AGENT (RTA)

Purva Share Registry (India) Private Limited

46. LISTING

47. DEMATERIALISATION OF SHARES

49. POSTAL BALLOT

50. PENALTIES

51. SCORES

52. ONLINE DISPUTE RESOLUTION (ODR) PORTAL

53. RECONCILIATION OF SHARE CAPITAL AUDIT

54. CREDIT RATING

56. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTSBINDING LISTED ENTITIES

58. GREEN INITIATIVES

59. INVESTOR GRIEVANCE REDRESSAL

60. BUSINESS LOCATIONS:

61. ACKNOWLEDGEMENT:

BUSINESS OUTLOOK

i. DIVIDEND

4. TRANSFER TO RESERVES

5. QUALITY ASSURANCE:

6. UNCLAIMED DIVIDEND:

10. INITIAL PUBLIC OFFER (IPO):

11. UTILIZATION OF FUNDS RAISED THROUGH INTITIAL PUBLIC OFFER (IPO):

12. DEPOSITS FROM PUBLIC

13. BORROWINGS:

14. COMPLIANCE OF SECRETARIAL STANDARDS:

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS

MADE, GUARANTEES GIVEN AND SECURITIES

PROVIDED UNDER SECTION 186 OF THE ACT

18. ANNUAL RETURN:

19. DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

B. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS

C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

20. AUDITORS AND AUDITORSâ REPORT

The capital structure of the company is as
follows

Authorised Share Capital: 2,50,00,000 Equity
shares of '' 10/- Each

Issued, Subscribed, Fully Paid up Capital
:-2,31,29,600 equity shares of '' 10/- Each

B. NUMBER OF BOARD MEETINGS AND
ATTENDANCE OF DIRECTORS

C. RETIRE BY ROTATION/CHANGES IN DIRECTORS
AND KEY MANAGERIAL PERSONNEL

B. COST RECORDS AND COST AUDIT /
COMPLIANCE:

24. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

29. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

30. MANAGERIAL REMUNERATION, EMPLOYEE
INFORMATION AND RELATED DISCLOSURES

31. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

38. TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

56. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING LISTED ENTITIES

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

20. AUDITORS AND AUDITORSâ REPORT

29. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION