Dear Members,

Your Directors are pleased to present the Thirty Seven Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2022.

1. SUMMARY AND HIGHLIGHTS

A summary of the Company's financial results for the Financial Year 2021-22 is as under:

(Rs. In Lakh)

The abovementioned financial performance highlights are an abstract of the Financial Statements of your Company for the Financial Year 2021-22. The detailed Financial Statements of your Company forms part of this Annual Report and are also uploaded on the website of your Company i.e. www.tarmat.in

2. Performance of the company

The profit (after tax) during the year ending 31st March 2022 on Standalone basis was Rs. 457.68 lakh against Profit of Rs. 509.47 lakh for the previous year ended 31st March 2021.The company is in the process of securing some projects.

3. Prospects

In India High priority was given to the development of infrastructure in all planning since beginning. The Government has announced a major initiative for Road developments , National Highway developments projects The cost of the projects is estimated at Rs. 54,000 crores. During 2022-23 National highway network to be expanded by 25000 km. The Government has introduced PM Gati Shakti national master plan in the National Infrastructure pipelines. Contract to be awarded for implementation of Multi modal logistic park in 22-23. All these provides immense scope for investment in infrastructure.

Your company is currently executing projects in Chennai and Mumbai Airport and in Jammu. Your company is also gearing for executing bigger number of projects.

a) Increase of Authorised Captial clause of the Memorandum of Association

Authorised Capital of the Company was increased from Rs. 16,00,00,000 ( Rs. Sixteen Crores only) divided into 1,60,00,000 (One Crore and Sixty Lakhs) equity shares of Rs. 10/- each (Rs. Ten each) to Rs. 22,00,00,000/- (Rs. Twenty Two Crores only) divided into 2,20,00,000 ( Two Crores and Twenty Lakhs) equity shares of Rs. 10/- each.

b) Alteration in the Clause No. 3 of the Articles of Association of the Company.

To give effect to the increase in the authorized capital of the Company, Clause No. 3 of the Articles of Association of the Company was altered.

c) Allotment of 17,66,151 warrants convertible into 17,66,151 equity shares of Rs. 10/- each to be issued at a price not less than Rs. 72/- to Promoters against conversion of loan aggregating to Rs. 12,71,62,872/-; &

d) Allotment of 62,17,397 warrants convertible into 62,17,397 equity shares of Rs. 10/- each to be issued at a price not less than Rs. 72/- to Non-Promoters for cash consideration on a preferential basis.

Note: The Company has received In-principle approval for aforesaid convertible warrants from BSE and NSE on 23rd November, 2021.

e) The Board of Directors of the Company at its meeting held on 23.12.2021 have approved conversion of 10,50,000 warrants (out of total 6217397 warrants) into 10,50,000 equity shares of Rs. 10/- each issued & allotted at a premium of Rs. 62/- to non-Promoters on a preferential basis. Trading approval of said equity shares were received from BSE and NSE on 5th April 2022.

f) The Board at its Meeting held on 25 th January, 2022 considered and approved conversion of 14,19,403 warrants of non-Promoters into 14,19,403 Equity Shares. Trading approval of said equity shares were received from BSE and NSE on 28th April 2022.

g) To comply Regulation 19 (a), (b) and (c) and Regulation 20 (2A) of SEBI LODR, the Company reconstituted Nomination and Remuneration Committee. The company has also reconstituted Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

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. IMPACT OF COVID-19

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2022, the second wave of the pandemic overwhelmed India's medical infrastructure. As the COVID-19 pandemic continues and sudden spread of second wave of Corona Virus all over India, the Government of various States including the Central Government had issued various norms and directives. Also, there were partial or complete Lock-down enforced by various State Government(s) depending upon the situation in the respective States during the first half of the Financial Year 2021-22. Further to curb the spread of the COVID-19, the Government in many States had declared closure of departmental stores, schools, colleges, malls, theaters, etc. Since the overall economy was hit because of the sudden outbreak of COVID - 19, it impacted the overall business of your Company, in the First half of the Financial Year. However, in the second half of the Financial Year 2021- 22 the Government relaxed some restrictions as there were reduction in the number of COVID cases and in turn, the impact of COVID-19 reduced on the overall business of your Company. Further, in accordance with the Government policies, your Company has also started getting back to normal and physical presence of Employees at offices/factories has been allowed.

7. 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 subsection (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.

8. Dividend

To enable the Company to preserve cash for future growth your Directors have not recommended any dividend for the Financial Year ended March 31,2022.

9. Reserves

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

a) 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.

b) 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.

c) 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.

11. Share Capital

During the year under review, the Company has issued 2469403 equity shares out of total 62,17,397 Convertible warrants converted into Equity shares of Rs. 10/each issued & allotted at a premium of Rs. 62/- to nonPromoters on a preferential basis. Hence the paid up Equity Share Capital as at March 31, 2022 stood at 1580.01 lakhs.

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

12. Directors and Key Managerial Personnel

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.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Amit Atmaram Shah (DIN: 08467309), Executive Director and Mr. Amit Kumar Goyal (DIN: 05292585), Non-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(s) as Director(s) for your approval. The brief profile of Mr. Amit Atmaram Shah and Mr. Amit Kumar Goyal and the resolution for their reappointment as Director(s) are given in the Notice of the 37th Annual General Meeting (AGM).

13. 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.

14. 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.

15. Number of Meetings of the Board of Director

Eight (8) Board Meetings were convened and held during the financial year 2021-22. 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).

16. Audit Committee

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

17. 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).

18. Nomination and Remuneration committee

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 NonExecutive Directors , details of which are provided in the Corporate Governance Report (Annexed herewith).

19. Corporate Social Responsible committee

Corporate Social Responsible committee were comprise of Two Independent Directors and One Executive Director, details of which are provided in the Corporate Governance Report (Annex herewith),

20. Declaration 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.

21. 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 website www.tarmat.in

22. 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.

23. 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.

24. Auditors

M/s. Mehta Kothari & Associates, Chartered Accountants (FRN 106247W) Chartered Accountants was reappointed for a second term as Statutory Auditors of the Company until the conclusion of the 37th Annual General Meeting 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.

There is no audit qualification, reservation or adverse remark for the year under review.

The Company's auditors M/s. M/s. Mehta Kothari & Associates, FRN 106247W, Chartered Accountants was re-appointed for a second term as Statutory Auditors of the Company until the conclusion of the 37th Annual General Meeting of the Company. Hence they have completed their tenure as Statutory Auditors of the Company. In view of the mandatory rotation of auditor requirement and to ensure smooth transition during this period, M/s. Hegde & Associates, Chartered Accountants (FRN 103610W ), is proposed to be appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 37th Annual General Meeting till the conclusion of 41st Annual General Meeting of the Company. Therefore the Board of Directors of the Company in terms of Section 139 (8) of the Companies Act, 2013 on recommendation of the Audit Committee proposed to appoint M/s. Hegde & Associates, (FRN 103610W) as Statutory Auditors of the Company for a period of five years subject to approval of members at ensuing 37th Annual General Meeting of the Company. A proposal for their appointment for five years i.e upto conclusion of the 41st AGM has been included in the Notice of the ensuing AGM.

25. 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.

> Replies to point no. I , ii, v, Xii & Xiii - The management has taken appropriate action and next year this will be complied with.

> Reply to point no. iii - The Nomination and Remuneration Committee was properly constituted all through except for a brief period, which has been regularized with regulatory authority, this comment was redundant.

> Reply to point no. iv - Required certificate(s) have been submitted with depositories.

> Reply to point no. vi, ix, & x - The required guidelines have been complied with.

> Reply to point no. vii - During the year under review the Company has not proposed any preferential issue hence this is not warranted for.

> Reply to point no. viii and xi - The Company has filed Related Party Transection for half year ended 30.09.2021 with BSE and NSE as per requirement.

26. 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 2022-23. 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.

27. 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 (Annexure I).

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.tarmat.in

29. Annual Return

As per provisions of Section 92 (3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from 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 2021-22 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 2021-22.

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 Outao:-

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, 2022, 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.