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Company Information

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TARC LTD.

17 December 2025 | 09:34

Industry >> Realty

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ISIN No INE0EK901012 BSE Code / NSE Code 543249 / TARC Book Value (Rs.) 35.34 Face Value 2.00
Bookclosure 52Week High 216 EPS 0.00 P/E 0.00
Market Cap. 4368.90 Cr. 52Week Low 103 P/BV / Div Yield (%) 4.19 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors are pleased to present their 9th Annual Report along with the audited financial statements of the TARC Limited
('the Company') for the financial year ended March 31,2025 ('year under review').

FINANCIAL HIGHLIGHTS

Your Company's performance during the financial year ended March 31,2025 as compared to the previous financial year is
summarized below:

(C in Lakhs)

Particulars

Consolidated

Standalone

2024-25

2023-24

2024-25

2023-24

Total income

3,888.74

12,140.79

10,796.23

17,717.69

Total expenses

28,207.93

20,742.08

20,842.85

16,031.54

Profit/(loss) before tax

(24,319.19)

(8,601.29)

(10,046.62)

1,686.15

Tax expense

(1,190.35)

(896.80)

491.02

320.85

Profit/(loss) after tax

(23,128.84)

(7,704.49)

(10,537.64)

1,365.30

Other comprehensive income/(loss)

(40.03)

(2.76)

22.24

(2.57)

Total comprehensive income/(loss) for the year

(23,168.87)

(7,707.25)

(10,515.40)

1,362.73


FINANCIAL REVIEW AND ANALYSIS /STATE OF
COMPANY'S AFFAIRS

Your Company has generated on a Standalone basis, the total
revenue of H 10,796.23 Lakhs for the Financial Year ended
March 31,2025 as against H 17,717.69 Lakhs for the Financial
Year ended March 31,2024. Your Company has incurred loss
after tax of H 10,537.64 Lakhs for the Financial Year ended
March 31,2025 as against profit after tax of H 1,365.30 Lakhs
for the Financial Year ended March 31,2024.

On a Consolidated basis, the total revenue for the Financial
Year ended March 31, 2025 was H 3,888.74 Lakhs as against
H 12,140.79 Lakhs for the Financial Year ended March 31,
2024. Your Company has incurred loss after tax of H 23,128.84
Lakhs for the Financial Year ended March 31,2025 as against
loss after tax of H 7,704.49 Lakhs for the Financial Year ended
March 31,2024.

FUTURE PROSPECT AND OUTLOOK OF THE
COMPANY

TARC Limited's focused presence in Delhi and Gurugram offers
the Company a significant advantage in achieving operational
and financial economies of scale. By concentrating its efforts in
these high-growth urban markets, both recognised as luxury
real estate hubs.

TARC strategically enhances operational efficiency, reduces
overheads, and drives rapid brand visibility. With ownership
of over 500 acres of fully paid-up land in key micro-markets,
the company ensures cost-effective development and
improved margin outcomes. Its deeply embedded regional
focus—bolstered by in-depth market knowledge and
precision-targeted offerings—empowers TARC to adapt
quickly to shifting customer demands while consistently
delivering excellence in project execution.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

Considering the business development opportunities in the
real estate sector and current market scenario for creating
long-term economic value and to strengthen the financial
position of the Company, the Board of Directors of your
Company have not recommended or declared any dividend
for the year under review.

The Board has laid down a Dividend Distribution Policy
in compliance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations')

and the same is available on the Company's website and can
be accessed through the link
https://www.tarc.in/tarc pdf/
cg-6.pdf.

SHARE CAPITAL

The Authorised Share Capital of your Company is
H 85,00,00,000/- comprising of 42,50,00,000 equity shares
of H 2/- each and the paid-up equity share capital of the
Company is H 59,01,92,670/- comprising 29,50,96,335 equity
shares of H 2/- each fully paid-up. There is no change in the
authorised share capital and paid-up equity share capital of
your Company during the year under review.

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

DEBENTURES

During the year under review, the Company has made the
voluntary pre-mature partial redemption of its existing 11300
number of listed (Series A1) and 1910 number of unlisted
(Series C) non-convertible debentures of H 10,00,000 each
by way of face value reduction on September 30, 2024.
Consequent to the said redemption, the Company has H
678,95,93,357 amount of listed and H 94,11,90,812 amount
of unlisted non-convertible debentures outstanding as on
March 31, 2025.

However, after the year under review on April 7, 2025, the
Company has made the allotment of 40,900 (Forty Thousand
Nine Hundred) listed non-convertible debentures of face
value of H 1,00,000 (Rupees One Lakh) each aggregating
to H 409,00,00,000 (Rupees Four Hundred Nine Crore) on
private placement basis to India Opportunities Fund SSA -
Scheme I (acting through Investment Manager Bain Capital
Advisors (India) Private Limited). The funds raised through
the allotment, were utilized towards the specific purpose(s)
for which such funds were raised. There is no deviation or
variation in the utilisation of funds raised.

Further, the Company has made the pre-mature full
redemption of existing listed NCDs of H 678,95,93,357 and
unlisted NCDs of H 94,11,90,812 on April 8, 2025.

Catalyst Trusteeship Limited is the debenture trustee for the
above non-convertible debentures issued by the Company.
Their contacts details are given under the Corporate
Governance Report.

TRANSFER TO RESERVES

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

DEPOSITS

During the year under review, your Company has neither
invited nor accepted/renewed any deposits within the
meaning of Section 73 of the Companies Act, 2013 ('the Act')
and the Companies (Acceptance of Deposits) Rules, 2014
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the March 31,
2025. Accordingly, the requirement for furnishing of details of
deposits which are not in compliance with the Chapter V of
the Act is not applicable.

During the year under review, your Company have taken
unsecured loan from Mr. Anil Sarin and Mr. Amar Sarin and its
details have been disclosed in Note no. 34 of the Standalone
Financial Statements, forming part of the annual report.

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

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

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the
Act read with rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect
of the employees of the Company is annexed as 'Annexure-B'
to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

As on March 31, 2025, your Company had 60 Subsidiaries
(including direct, Step-down Subsidiaries and LLPs) and
1 Associate Company. During the year under review, no
company has become or ceased to be Subsidiary, Joint
Venture and Associate of your Company.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing salient features of the financial
statements of Subsidiaries and Associates of the Company
in the prescribed format in Form AOC - 1 forms part of the
Annual Report. Please refer Note 49 of the consolidated
financial statements for the financial year ended March 31,
2025 for the details of performance and contribution of the

subsidiaries and Associates to the overall performance of
your Company. In accordance with Section 136 of the Act, the
financial statements of the subsidiaries will be made available
upon request by any member of the Company and are also
available on the Company's website and can be accessed
through the link https://www.tarc.in/audited-financial.php.

MATERIAL SUBSIDIARY

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

LISTING AT STOCK EXCHANGES

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(ii) they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at
March 31,2025 and the profit and loss of the Company
for that period;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for

safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

CONFIRMATION BY DIRECTORS REGARDING
DIRECTORSHIP / COMMITTEE POSITIONS

Based on the disclosures received from Directors, none of
the Directors on the Board holds directorships in more than
ten public companies including seven listed companies and
none of the Independent Directors served as an Independent
Director in more than seven listed entities as on March 31,2025.
Further, no Whole-time Director served as an Independent
Director in any other listed company. Necessary disclosures
regarding Committee positions in other public companies as
on March 31,2025 have been made by the Directors and have
been reported in the Corporate Governance Report which
forms part of the Annual Report.

BOARD MEETINGS

During the year under review, ten board meetings were held
on May 27, 2024, June 15, 2024, June 28, 2024, August 12,

2024, August 31, 2024, September 27, 2024, November 6,

2024, November 20, 2024, February 6, 2025 and March 18,

2025. The meeting details along with attendance of Directors
are provided in the Corporate Governance Report which forms
part of the Annual Report. The maximum interval between
any two meetings did not exceed 120 days, as prescribed by
the Act.

AUDIT COMMITTEE

As on March 31,2025, the Audit Committee comprises of 4
Directors including 3 Independent Directors. Mr. Ambarish
Chatterjee, Independent Director is the Chairman of the
Committee and Mr. Amar Sarin, Mrs. Bindu Acharya and
Mr. Jyoti Ghosh are the members of the Committee. All the
recommendations of the Audit Committee were accepted
by the Board. Other details are provided in the Corporate
Governance Report, which forms part of the Annual Report.

AUDITORS AND THEIR REPORTS

Statutory Auditors

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

The Report issued by M/s Doogar & Associates on the
financial statements of the Company for the financial year
ended March 31, 2025 forms part of the Annual Report.
The Auditors' Report does not contain any qualification,
reservation or adverse remark or disclaimer. The notes to the
financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further explanation
or comment.

Secretarial Auditor

M/s P.K. Mishra & Associates, Practicing Company Secretaries
were appointed as Secretarial Auditor of the Company to
conduct Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report is annexed as 'Annexure-C' to this
Report. The Report is self-explanatory and does not contain
any qualification, reservation or adverse remarks or disclaimer
except one incidence of delay in submission of notice of
record date to the stock exchange under regulation 60(2) of
the SEBI Listing Regulation. In this regard it is submitted that
the Company has paid the required fine amount and will take
due care in future to ensure timely compliance.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act read with rules thereto,
the Board of Directors has appointed M/s. Mritunjay Shekhar &
Associates, Company Secretaries, as the Secretarial Auditor for
a term of 5 consecutive years i.e. from financial year 2025-26
till financial year 2029-30, subject to the approval of the

members of the Company. Accordingly, a resolution to this
effect is included in the notice convening the AGM.

Cost Auditor

The Company has maintained cost records as specified by the
Central Government under Section 148(1) of the Act. The Cost
Audit Report for the financial year 2024-25 submitted by the
Cost Auditor, M/s Bahadur Murao & Co. does not contain any
qualification, reservation, adverse remark or disclaimer.

The Board had appointed M/s Bahadur Murao & Co., Cost
Accountants as Cost Auditor of the Company for the financial
year 2025-26.

As per provisions of Section 148(3) of the Act the remuneration
payable to Cost Auditors approved by the Board is required
to be ratified by the members in a general meeting.
Accordingly, a resolution seeking shareholders' ratification
for the remuneration payable to M/s Bahadur Murao & Co.,
Cost Accountants for the financial year 2025-26 is included in
the notice convening the AGM.

REPORTING OF FRAUDS

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

SECRETARIAL STANDARDS

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

CREDIT RATING

On April 12, 2024, Acuite Ratings & Research Limited has
reaffirmed its long-term rating 'ACUITE BB ' with outlook
stable on H 1130 Crore amount of Non-Convertible Debentures
('NCDs') and withdrawn its rating on H 270 Crore amount of
NCDs. On June 5, 2024, also Acuite Ratings & Research Limited
has reaffirmed its long-term rating 'ACUITE BB ' with outlook
stable on H 1130 Crore amount of NCDs. On December 26,
2024, Acuite Ratings & Research Limited has reaffirmed its
rating 'ACUITE BB ' on NCDs with revision in outlook from
'stable' to 'Rating Watch with Negative Implications'.

On December 2, 2024, Infomerics Valuation and Rating Ltd has
assigned its rating IVR BBB- / Stable on H 470 crore amount of
proposed NCDs. On December 20, 2024, Infomerics Valuation
and Rating Ltd has reaffirmed its rating 'IVR BBB-' on proposed
NCDs with revision in outlook from 'Stable' to 'Rating watch
with Negative implications'. On March 24, 2025, Infomerics
Valuation and Rating Ltd has reaffirmed its rating 'IVR BBB-'
with outlook Rating watch with Negative implications with
reduced amount of H 409 Crore against earlier amount of H
470 Crore in respect of the proposed NCDs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board comprises of 7 Directors (2
Executive and 5 Non-Executive Directors) including 2 Woman
Directors. Independent Directors constitute more than 50% of
the Board's strength.

During the year under review, Mr. Amar Sarin (DIN: 00015937),
who was liable to retire by rotation was re-appointed by
the members vide ordinary resolution at the AGM held on
September 27, 2024.

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

Pursuant to the provisions of Section 152 of the Act,
Mr. Anil Sarin (DIN: 00016152) is liable to retire by rotation
at the ensuing AGM and being eligible, has offered
himself for re-appointment. The Board of Directors of your
Company has recommended his re-appointment based on
the recommendation of Nomination and Remuneration
Committee. The resolution seeking Members approval for his
re-appointment forms part of the AGM Notice. A brief resume
of Mr. Anil Sarin along with other details as stipulated under
Regulation 36(3) of the SEBI Listing Regulations read with the
Secretarial Standards on General Meetings, is provided in the
Notice convening the AGM.

Mr. Amar Sarin (DIN: 00015937) was appointed as Managing
Director & CEO of the Company for a term of five years
commencing from December 28, 2020 to December 27,
2025. His appointment was approved by the shareholders
through postal ballot resolution passed on April 1, 2021.
The Board of Directors of your Company has recommended
his re-appointment based on the recommendation
of Nomination and Remuneration Committee and
Audit committee for another term of five year w.e.f.
December 28, 2025. The resolution seeking Members approval
for his re-appointment forms part of the AGM Notice. A brief
resume of Mr. Amar Sarin along with other details as stipulated
under Regulation 36(3) of the SEBI Listing Regulations read
with the Secretarial Standards on General Meetings, is
provided in the Notice convening the AGM.

Mr. Miyar Ramanath Nayak (DIN: 03352749) was appointed
as Non-Executive Independent Director of the Company
for a term of five consecutive years commencing from
January 21, 2021 to January 20, 2026. His appointment was
approved by the shareholders in the Annual General Meeting
held on December 21, 2021. The Board of Directors of your
Company has recommended his re-appointment based on
the recommendation of Nomination and Remuneration
Committee and report of his performance evaluation, for
a second term of five consecutive years commencing from

January 21,2026 to January 20, 2031. The resolution seeking
Members approval for his re-appointment forms part of the
AGM Notice. A brief resume of Mr. Miyar Ramanath Nayak
along with other details as stipulated under Regulation
36(3) of the SEBI Listing Regulations read with the Secretarial
Standards on General Meetings, is provided in the Notice
convening the AGM.

Pursuant to the provisions of Section 203 of the Act,
Mr. Amar Sarin (Managing Director & CEO), Mrs. Muskaan Sarin
(Whole Time Director), Mr. Nitin Kumar Goel (Chief Financial
Officer) and Mr. Amit Narayan (Company Secretary &
Compliance Officer) are the Key Managerial Personnel of
the Company as on March 31, 2025. During the year under
review, there was no change in Key Managerial Personnel of
the Company.

DISCLOSURE ABOUT RECEIPT OF COMMISSION

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return of the Company for
the year ending March 31, 2025 is available on the
Company's website and can be accessed through the link
https://www.tarc.in/annual-return.php.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTEMENTS

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

PARTICULARS OF CONTRACTS / ARRANGEMENTS
WITH RELATED PARTIES

All the transactions / contracts / arrangements of the nature
as specified in Section 188(1) of the Companies Act, 2013
entered by the Company during the year under review with
related party(ies) are in ordinary course of business and on
arm's length. The Company did not enter into any contract/
arrangement/ transaction with related parties which is
required to be reported in Form No. AOC-2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions
made by the Company during the year under review that
required shareholders approval under Regulation 23 of SEBI
Listing Regulations, or which may have a potential conflict
with the interest of the Company.

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

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

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

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

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy was devised in
accordance with Section 178 of the Act and the SEBI Listing

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

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

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

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

INTERNAL FINANCIAL CONTROL

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

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

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

RISK MANAGEMENT

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

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

EMPLOYEE STOCK OPTIONS SCHEME

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

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

There have been no material changes and commitments
affecting financial position of the Company between end of
the financial year and the date of the report other than those
disclosed elsewhere in this report.

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

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

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

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

ONE TIME SETTLEMENT WITH ANY BANK OR
FINANCIAL INSTITUTION

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy in line with
the provisions of the Act and SEBI Listing Regulations, which
provides a formal mechanism for the Directors and Employees
of the Company to report to the relevant authorities within
the Company any unethical behaviour, actual or suspected
fraud, violation of the Codes / Policies of the Company or leak
or suspected leak of confidential / proprietary information
etc. and to ensure that they are protected against any adverse
action and/ or discrimination as a result of such reporting.
During the year under review, the Company had not received
any complaint under Whistle Blower Policy and no complaint
was pending as on March 31, 2025. None of the person has
been denied access to the Chairperson of the Audit Committee.
During the year under review, the Whistle Blower Policy was
amended and is available on the Company's website and can
be accessed through the link
https://www.tarc.in/tarc pdf/
WHISTLE%20BLOWER%20POLICY.pdf.

COMPLIANCE OF MATERNITY BENEFIT ACT, 1961

During the year under review, the Company is in compliance
of the provisions relating to the Maternity Benefit Act, 1961.

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

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

An internal Complaints Committee has been set-up to
redress complaints received regarding sexual harassment at
various workplaces in accordance with POSH. The Committee
constituted in compliance with POSH ensures a free and fair
enquiry process with in time limit prescribed in the policy
for resolution. Details of complaints of sexual harassment

received, disposed off and pending during the year under
review are as follows:

(a) number of complaints of sexual harassment received: Nil

(b) number of complaints disposed off: Nil

(c) number of cases pending for more than ninety days: Nil

(d) number of complaints pending as on March 31,2025: Nil

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF")

The Company has not declared any dividend since inception.
However, pursuant to the Composite Scheme of Arrangement
approved by the Hon'ble National Company Law Tribunal,
Chandigarh Bench ("NCLT"), vide its order dated August 24,
2020, the Company on October 20, 2020 credited 8,92,069
fully paid-up equity shares to IEPF Authority in respect of
the equity shares held by IEPF Authority in the Demerged
Company as on the Record Date i.e. October 7, 2020.

The voting rights on the shares transferred to IEPF Authority
shall remain frozen till the rightful owners claim the
shares. Concerned Shareholders can claim such shares by
following the procedure prescribed under the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended ("IEPF Rules"). In accordance with the IEPF Rules,
the Board of Directors have appointed Mr. Amit Narayan,
Company Secretary as Nodal Officer of the Company for the
purposes of verification of claims of shareholders pertaining
to shares transferred to IEPF and for coordination with IEPF
Authority.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Anil Sarin

August 12, 2025 Chairman

New Delhi DIN: 00016152