Your Directors are pleased to present the Fortieth (40th) Annual Report on the business and operations of the
Company together with the Audited Financial Statements for the year ended March 31, 2025.

1. SUMMARY AND HIGHLIGHTS

A summary of the Company’s financial results for the Financial Year 2024-25 is as under:

(? In Lakh)

The abovementioned financial performance highlights are an abstract of the Financial Statements of your
Company for the Financial Year 2024-25. The detailed Financial Statements of your Company forms part
of this Annual Report. As per the provisions of the Act and in accordance with the Circulars issued by the
Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (SEBI), from time to time,
the Annual Report 2024-25 containing Balance Sheet, Statement of Profit & Loss, other statements and notes
thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the
Act, Directors’ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate
Governance Report) is being sent to all shareholders through permitted mode. The Annual Report 2024-25 is
also available at the Company’s website at www.tarmatlimited.com.

2. Performance of the company

The profit (after tax) during the year ending 31st March 2025 on Standalone basis was Rs. 186.90 lakh against
a loss of Rs. -113.20 lakh for the previous year ended 31st March 2024.The company is in the process of
securing some projects.

3. Prospects

India has surpassed Japan to become the world’s 4th largest economy and is now posed to displace German
from the 3rd rank. Further, the IMF in it’s recent report has said that India remain the Word’s fastest growing
major economy.

As previous years, India is poised for significant infrastructure growth driven by substantial govt. investments and
increased private sector participation. Analyst predict a robost increase in infrastructure spending and output with
projections for continued expansion in areas like roads, railways and urban infrastructure.

In the union budget 2025-26, capital investment outlay for infrastructure has been increased to 11.21 lacs crores,
which will be 3.1 percent of GDP.

India will spend 143 lacs crores in infrastructure sector between 2024 and 2030, which is at least double than 67
lacs crores, spent during previous fiscal starting 2017.

Your company will surely encash the above opportunities for its growth and prospects. Your company is
currently executing projects in Chennai, Tutucorin and Mumbai Airport and completed the Jammu project very
recently. Your company has about 250 crores unfinished projects in hand.

4. Significant events during the financial year 2024-25

a) The Board of Directors of the Company at its meeting held on April 24, 2024 considered and approved
allotment of 93,55,260 convertible warrants at a price of Rs. 95/- per warrant, including a premium of
Rs. 85/- per warrant, convertible into equivalent number of equity shares of face value Rs. 10/- each ranking
pari passu with existing equity shares of the Company.

b) The Board of Directors of the Company in their meeting held on July 17, 2024 considered and approved
the allotment of equity shares on conversion of 2500000 warrants into 2500000 equity shares at an issue
price of Rs. 95/- each (including a premium of Rs. 85/- each), to "Non-Promoters /Public Category", on
preferential basis, upon receipt of balance amount aggregating to Rs. 17,81,25,000/- (Rupees Seventeen
Crore Eighty-One Lakh and Twenty-Five Thousand Only) at the rate of Rs. 71.25 (Rupees Seventy-One and
Twenty-Five Paise only) per warrant (being 75% of the issue price per warrant).

c) The Board of Directors of the Company at their meeting held on January 09, 2025 considered and approved
the allotment of equity shares on conversion of 250000 warrants into 250000 equity shares at an issue price
of Rs. 95/- each (including a premium of Rs. 85/- each), to “Non-Promoters/Public Category”, on preferential
basis, upon receipt of balance amount aggregating to Rs. 1,78,12,500/- at the rate of Rs. 71.25 per warrant
(being balance 75% of the issue price per warrant).

d) Pursuant to the provisions of Regulation 30 of Listing Regulations, the shareholders of the Company at 39th
Annual General Meeting (‘AGM’) of the Company, held on Monday, September 30, 2024, have approved
the Appointment of Dr. Kishanrao M. Godbole (DIN:10769888) as an Independent Director of the Company,
to hold office for a First term of five (5) consecutive years w.e.f. 05th September, 2024 to 04th September,
2029.

e) Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), it is to inform you that Mr. Ramesh C. Gupta (DIN: 00554094) has completed
his second term as a Non-Executive Independent Director and consequently ceased to be a Director of the
Company w.e.f. close of business hours on September 30, 2024,

f) The Company regrets to inform about the sad demise of Mrs. Regina Manish Sinha (DIN: 08488285), Non¬
Executive Independent Director of the Company, on Monday, 10'" February, 2025.

5. Performance Evaluation

In accordance with the relevant provisions of the Act read with the corresponding Rules framed thereunder, the
SEBI Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January
5, 2017, evaluation of the performance of the individual Directors, Chairman of the Board, the Board as a
whole and its individual statutory Committees was carried out for the year under review. The manner in which
the evaluation was carried out and the outcome of the evaluation are explained in the Corporate Governance
Report.

6. Dividend/ Shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the
Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the
date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with
interest accrued, if any to the Investor Education and Protection Fund (‘the IEPF’), a fund established under sub¬
section (1) of section 125 of the Act.

Mandatory Transfer of Shares to Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/
unclaimed dividend on shares for a consecutive period of seven years In terms of Section 124(6) of the
Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which
dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall
be credited to the Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such
shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any,
accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares
shall remain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from
IEPFA by following the procedure prescribed under the aforesaid rules.

Company has transferred the entire unpaid and Unclaimed Dividend to Investor Education and Protection Fund
which was declared in FY 2008-09, 2009-10 and 2010-2011. As per Regulation 34(3) read with Schedule V of
the Listing Regulations.

7. Dividend

To enable the Company to preserve cash for future growth your Directors have not recommended any dividend
for the Financial Year ended March 31, 2025. However, Dividend distribution policy of the Company is available
on the following link: https://www.tarmatlimited.com/assets/pdf/DIVIDEND%20DISTRIBUTION%20POLICY.pdf

8. Reserves

There are no transfers to Reserves during the current financial year.

9. ISSUE OF SHARES

a) Conversion of Warrants into Equity Shares

The Board of Directors of the Company in their meeting held on July 17, 2024 considered and approved
the allotment of equity shares on conversion of 25,00,000 warrants into 25,00,000 equity shares. Also the
Board of Directors of the Company at their meeting held on January 09, 2025 considered and approved the
allotment of equity shares on conversion of 250000 warrants into 250000 equity shares

b) Issue of Equity Shares with differential rights

During the year under review and to date, your Company has not issued any shares with differential rights,
hence no information prescribed under the provisions of Section 43(a)(ii) of the Companies Act, 2013 (the
Act) read with Rule 4(4) of the Companies (Share Capital & Debentures) Rules, 2014 has been furnished.

c) Issue of Sweat Equity Shares

During the year under review and to date, your Company has not issued any sweat equity shares. Hence
no information as per the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital & Debentures) Rules, 2014 is furnished.

d) Issue of Employee Stock Option

During the year under review and to date, your Company has not issued any Employee Stock Option,
hence no information is furnished.

10. Share Capital

During the year under review, due to conversion of warrants, the Company’s issued share capital is
24,06,42,550 (Rupees Twenty Four Crores six lakhs forty two thousand five hundred fifty) and Listed
share capital is Rs. 23,81,42,550/- (Rupees Twenty-Three Crore Thirty-One Lakh Forty-Two Thousand Five
Hundred Fifty Only.

The difference of 2,50,000 Equity Shares of Rs. 10/- each is due to allotment of equity shares on
conversion of 2,50,000 warrants into 2,50,000 equity shares on 09.01.2025 which was pending for listing in NSE
as on 31st March, 2025.

During the year under review and to date, your Company has not issued any Debentures, hence no information
is furnished.

11. Directors and Key Managerial Personnel

A. Appointment/Re-Appointment/Resignation/cessation of Director:

> As of 31st March 2025, the Board of Directors comprised 5 Directors, 2 of which were Independent

Director(s), 1 is Non-Executive Director/Promoter Director, 1 is Managing Director & 1 is Executive

Director.

> At 39th Annual General Meeting (‘AGM’) of the Company, held on Monday, September 30,

2024, members of the Company have approved the Appointment of Dr. Kishanrao M. Godbole
(DIN:10769888) as an Independent Director of the Company, to hold office for a First term of five (5)
consecutive years w.e.f. 05th September, 2024 to 04th September, 2029.

> Mr. Ramesh C. Gupta (DIN: 00554094) has completed his second term as a Non-Executive

Independent Director and consequently ceased to be a Director of the Company w.e.f. close of
business hours on September 30, 2024.

> Demise of Mrs. Regina Manish Sinha (DIN: 08488285), Non-Executive Independent Director of the
Company, on Monday, 10'" February, 2025.

B. Retirement by Rotation and subsequent re-appointment:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jerry
Varghese (DIN: 00012905), Non-Executive Director and Mr. Amit Shah (DIN: 08467309), Executive
Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible,
have offered themselves for reappointment. Your Board recommends their re-appointment as Director(s)
for your approval. The brief profile of Mr. Jerry Varghese and Mr. Amit Shah and the resolution for their
reappointment as Director(s) are given in the Notice of the 40th Annual General Meeting (AGM).

C. Key Managerial Personnel

Mr. Dilip Varghese, Managing Director, Mr. Amit Atmaram Shah, Executive Director and Mr. S. Chakraborty,
CFO & Company Secretary are the Key Managerial Personnel(s) of the Company. During the year under
review, there were no changes to the Key Managerial Personnel of the Company.

The Board of Directors consists of a balanced profile of members specializing in different fields that enables
it to address the various business needs of the company, while placing very strong emphasis on corporate
governance.

12. Material changes and commitments, if any, 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 the report:

There was no material changes occurred between the end of the financial year of the company to which the
financial statements relate and date of report.

13. Remuneration of directors and employees

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be
disclosed in terms of the provisions of section 197(12) of the Act and rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure II to this Report.

14. Number of Meetings of the Board of Director

Eight (8) Board Meetings were convened and held during the financial year 2024-25. Details of meetings of the
Board along with the attendance of the Directors and member of committee therein have been disclosed in the
Corporate Governance Report (Annexed herewith).

15. Audit Committee

Audit Committee were comprised of Three Independent Directors and One Executive Director, details of which
are provided in the Corporate Governance Report (Annexed herewith).

16. Stakeholders relationship committee

Stakeholders relationship committee were comprised of Three Independent Directors and One Non-Executive
Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

17. Nomination and Remuneration policies

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment
of Directors and Senior Management and for determining qualifications, positive attributes and independence
of Directors. The Policy also provides for remuneration of Directors, Members of Senior Management and Key
Managerial Personnel.

Nomination and Remuneration committee were comprised of Three Independent Directors and One Non¬
Executive Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

18. Corporate Social Responsible Committee

Corporate Social Responsible Committee were comprise of Two Independent Directors and One Non-Executive
Director, details of which are provided in the Corporate Governance Report (Annexed herewith).

19. Declara2tion by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. Familiarisation programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and
operation and provides an overall industry perspective as well as issues being faced by the industry. The details
of various familiarisation programmes provided to the Directors of the Company is available on the Company’s
websitewww.tarmatlimited.com.

21. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3)
of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

22. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the
year, such controls were tested and no reportable material weakness in the design or operation was observed.

23. Auditors

At 37th Annual General Meeting of the Company held on 30th September, 2022 M/s. Hegde & Associates,
Chartered Accountants (FRN 103610W) was appointed for a first term of 5 (five) consecutive years

commencing from 37th Annual General Meeting till the conclusion of 41st Annual General Meeting of the

Company as Statutory Auditors of the Company.

During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and
therefore no detail are required to be disclosed under Section 134(3)(ca) of the Act.

24. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Prashant Diwan, Practicing Company
Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed
as Annexure-III to this report. The Company has received the Secretarial Audit report with few observations on
which the management replies are as below.

25. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the

Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Ramanlal Shah,
Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company
for the financial year 2025-26. The remuneration proposed to be paid to them requires ratification of the

shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being
sought at the ensuing AGM.

26. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is
given in Form AOC-1 which forms an integral part of this Report.

27. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013

At Tarmat, all employees are of equal value. There is no discrimination between individuals at any point based
on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
At Tarmat, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined
in values and in the Code of Ethics & Conduct of Tarmat. The Company also has in place ‘Prevention of
Sexual Harassment Policy’ in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints
received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for
reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any
kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual
harassment. The following is a summary of sexual harassment complaints received and disposed of during the
year:

• No. of complaints received: Nil

• No. of complaints disposed of: NA

• No. of complaints pending: Nil

28. Vigil Mechanism and Whistle Blower

The Company has established a Vigil Mechanism and Whistle Blower Policy, for its Directors and Employees,
to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct & Ethics.

The Vigil Mechanism and Whistle Blower Policy is posted on the website of the Company and the web-link to
the same is www.tarmatlimited.com

29. Annual Return

As per provisions of sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended time to time, the copy of the Annual Return in the Form MGT-7 is
hosted on website of your Company at : https://www.tarmat.in/investors/

30. Related Party Transactions

(‘RPTS’) All the transactions entered by the Company during the financial year with related parties were in the
ordinary course of business and on an arm’s length basis. The Audit Committee had given omnibus approval for
the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. There
were no material significant transactions with related parties during the financial year 2024-25 which were in
conflict with the interest of the Company. Pursuant to the provision of Section 134(3)(h) of the Companies Act,
2013, Form AOC-2 is not applicable to the Company.

31. Corporate Social Responsibility

The provision of Companies Act, 2013 relating to Corporate Social Responsibility initiatives are not applicable to
the Company for the Current Year.

32. Public Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.

33. Particulars of loans, guarantees or investments under section 186

No loans, guarantees or Investments covered under sections 186 of the Companies Act, 2013, have been given
or provided during the year.

34. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section
188(3) of the Companies Act,2013.

35. Management discussion and analysis report

The Management Discussion and Analysis Report on the operations of the Company, as required under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing
Regulations”) is provided in a separate section and forms an integral part of this Report.

36. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), along with a certificate from
Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board members and senior management personnel have affirmed compliance with the code of conduct for
the year 2024-25.

37. Compliance with Secretarial Standards

Your directors confirm that during the year under review, the Company has been in compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The
Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign
exchange earnings is given below:

i. Conservation of energy:-

a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by
conducting periodical checking of capacitors.

b) The Company has endeavored to optimize the use of energy resources and taken adequate steps to
avoid wastage and use latest production technology and equipment.

c) Though the Company is making adequate use of energy resources it is looking forward to setup
necessary energy conservation equipment in near future.

ii. Technology Absorption:-

a) The Company continues to use the latest technologies for improving the productivity and quality of its
services and products.

b) The Company’s operations do not require significant import of technology.

iii. Foreign exchange earnings and Outgo:-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo
during the year in terms of actual outflows is NIL

39. Directors’ Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable

accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors, further state that 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.

40. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

41. Orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status of the Company’s operation in future.

42. Acknowledgements

The Management hereby take this opportunity to thank the Shareholders, Regulators and Government
Authorities, Financial Institutions, Banks, Customers, Suppliers. The Management also wishes to place on record
their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the board of directors

Mr. Jerry Verghese
Chairman
DIN: 00012905

Date: 14.08.2025

Place: Mumbai