Twamev Construction & Infrastructure Ltd

Dear Members,

The Board of Directors have the pleasure of presenting the 60th (Sixtieth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.

FINANCIAL AND OPERATIONAL PERFORMANCE

The standalone and consolidated Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.

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

Rs. in lakhs

*Previous year figures have been regrouped/ rearranged wherever considered necessary.

DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its future and therefore do not propose to recommend any dividend for the Financial Year ended 31st March, 2025.

TRANSFER TO GENERAL RESERVES OR ANY OTHER RESERVES

The Board did not propose any amount for transfer to the General Reserve or any other Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2025 stood at Rs. 1550 Lakhs. During the year under review, the Company has not issued any further shares.

During the year under review, there are no changes in the authorized, issued, subscribed and paid-up share capital of the Company. Further, there were no reclassification, sub-division, reduction of share capital, buy back of shares, changes in capital structure resulting from restructuring and changes in voting rights of the equity shares of the Company.

CHANGES IN NATURE OF BUSINESS

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

CHANGE OF NAME OF THE COMPANY

During the year under review, the name of the Company was changed from "Tantia Constructions Limited" to "Twamev Construction and Infrastructure Limited" with effect from 27th November, 2024, pursuant to the approval of the Registrar of Companies and subsequently approved by the Stock Exchanges vide 3rd February 2025, approval for the change in ownership.

The change in name was undertaken to better reflect the evolving business strategy and branding of the Company. It is pertinent to note that there has been no change in the nature of business, main objects of the Company, or any other statutory registrations held by the Company. All existing licenses, approvals and registrations continue to remain valid and in force under the new name.

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public falling within the meaning of Companies (Acceptance and Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, your Company has not made any investment, has not granted any loans, guarantee and/ or has not provided any security in accordance with the provisions stated in Section 186 of the Act. Details of Loans, Guarantees and Investments covered under the provisions of the said section have been disclosed in Note No. 5 of the notes to the Financial Statements.

In addition to the above, it may be pertinent to note that since your Company is engaged in the business of providing infrastructural facilities. The provisions stated in Section 186 of the Companies Act, 2013, except for the provisions stated in Section 186 (1) of the Companies Act, 2013 is not applicable to it.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2025 have been prepared in accordance with the relevant Ind AS issued by the Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Company's subsidiaries, associate companies and Joint Ventures, as approved by their respective Board of Directors and Co-Venturers, wherever applicable.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced, the motivated work force aided your Company in maintaining its operations.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of any unfortunate events or to maximize the realization of opportunities.

The Company has structured Risk Management System, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. Your Company's Risk Management Policy, has been detailed in the enclosed Management Discussion & Analysis Report, which forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. Your 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. The Board, to ensure that the internal financial control of the Company are commensurate with its size, scale and complexities of its operations, based on the recommendation of the Audit Committee in its meeting held on 27th May, 2025, had appointed M/s YG Advisors as Internal Auditors of the Company for the financial year 2024-25.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee also actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following:

a) Systems have been laid down to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization. b) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for aspects and timely preparation of reliable financial information. c) Access to assets is permitted only in accordance with the management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted. d) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any. e) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company's policies including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy provides for sufficient measures so as to safeguard Whistle Blower against any possible victimization. The Whistle Blower Policy/Vigil Mechanism has also been uploaded at the Company's website and the weblink thereto is: https://twamevcons.com/wp-content/uploads/2025/08/VIGIL-MECHANISM-AND-WHISTLE-BLOWER-POLICY.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No new entity has become or an existing entity has ceased to be a Subsidiary, Joint Venture or Associate of the Company during the Period.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the Financial Statements of subsidiary companies/ associate companies/ joint ventures in Form AOC-1 forms a part of this Annual Report.

Except as stated hereinabove, the Company does not have any joint venture or associate company during the year under review.

MATERIAL SUBSIDIARY COMPANIES

In accordance with Regulation 16(1)(c) of the Listing Regulations, material subsidiary shall mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. During the year under review, there is no material subsidiary of the company. The Company has formulated a Policy for determining Material Subsidiaries in accordance with the Listing Regulations, and the said Policy for determining Material Subsidiaries is available at the following weblink: https://twamevcons.com/wp-content/uploads/2025/08/Policy-for-Determining-Material-Subsidiaries.pdf

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors of your Company fulfills the criteria fixed by Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with fifty per cent of the Directors being Independent Directors. Your Board comprises of 8 (eight) Directors out of which 4 (four) are Independent Directors.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with Article 87(1) of the Articles of Association of the Company, Mr. Tarun Chaturvedi, Executive Director (DIN:02309045), is liable to retire by rotation at the ensuing 60th Annual General Meeting and being eligible, offers himself for re-appointment.

Key Managerial Personnel

Changes in the Key Managerial Personnel of the Company during the year under review:

The former Company Secretary and Compliance Officer, Ms. Ayanti Sen and Mr. Himangshu Kedia, tendered their resignation due to personal reasons during the Financial Year 2024-25 w.e.f. July 06,2024 and December 09, 2024 respectively (appointed w.e.f. July 15, 2024). Mrs.Neha Agarwal was appointed as the Company Secretary and Compliance officer w.e.f. January 08, 2025.

Apart from the aforesaid matter there were no other changes in the Key Managerial Personnel of the Company.

Independent Directors

The Independent Directors of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience of all independent directors on the board.

All the Independent Directors of the Company have registered themselves with the Independent Directors' Data Bank maintained by the Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two years from the date of inclusion of their names in the data bank, unless they fall within the exempted category. All the Independent Directors who are not falling within exempted category, have successfully cleared the online proficiency self-assessment test.

None of the Directors of the Company are disqualified and/or debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the "SEBI").

DETAILS OF BOARD MEETING

During the year under review the Ten (10) Board Meetings were held during the Financial Year ended 31st March 2025, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls (IFC) and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, cost auditors, secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's IFC were adequate and effective during Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the Company, to the best of its knowledge and ability, confirms that: a) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors 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 the end of the financial year 2024-25 and of the profit of the Company for that period;

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 annual accounts have been prepared 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 were adequate and operating effectively;

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.

COMMITTEES OF THE BOARD

The Company has the following Committees on the Board:

1. Audit Committee:

The Company pursuant to the requirement of the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations, has in place an Audit Committee. The Committee focuses on certain specific areas and makes informed decisions in line with the delegated authority and function according to the roles and defined scope. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.There were no such instances wherein the Board had not accepted recommendation of the Audit Committee.

2. Nomination and Remuneration Committee:

The Company pursuant to the requirement of provisions of Section 178(1) of the Act read with Regulation 19 of the Listing Regulations has in place a duly constituted Nomination and Remuneration Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

The Company, pursuant to provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of Nomination and Remuneration Committee has devised a Remuneration Policy applicable to all Executives of the Company i.e. Directors, Key Managerial Personnel and Senior Management. The said policy has been uploaded on the website of the Company and the weblink is https://twamevcons.com/wp-content/uploads/2025/08/Nomination-and-Remuneration-Policy.pdf

There were no such instances wherein the Board had not accepted recommendation of the Nomination and Remuneration Committee.

3. Stakeholder's Responsibility Committee:

As required by the provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

4. Corporate Social Responsibility Committee:

The Company has constituted a Corporate Social Responsibility Committee (hereinafter referred to as "CSR Committee") in accordance with Section 135 of the Act and Rules made thereunder. The composition and the detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its committees. Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations read with the Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, the NRC has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the Annual Evaluation of its own performance, the performance of Board Committee and of Directors individually, by way of individual and collective feedback from Directors. Further, pursuant to para VII of Schedule IV of the Act and provisions of the Listing Regulations, the Independent Directors of the Company, without participation of Non-Independent Directors and Members of Management, convened a separate meeting on 12th February, 2025, to inter-alia perform the following:

_ Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

_ Review the performance of Non-Independent Directors and the Board as a whole;

_ Assess 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.

The criteria for evaluation are briefly provided below:

The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning, etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board Members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board Members, etc. The evaluation of Independent Directors has been done by the entire Board of Directors which includes performance of the Directors and fulfillment of the independence criteria and their independence from the Management as specified in the Listing Regulations.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of the Board, its committees and of Individual Directors during the year under review and also concluded that no further action is required based on the current year's observations.

NOMINATION AND REMUNERATION POLICY

Your Company, has a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel aligning with the requirement of the Act and the Listing Regulations, the particulars of which are stated in the enclosed Corporate Governance Report and are also available on the Company's website at www.twamevcons.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc., the details of which are explained in the Corporate Governance Report and are also available on the Company's website at www.twamevcons.com and the weblink thereto is https://twamwvcons.com/wp/-content/uploads/2025/08/Policy-for-Familiarization-Programme-for-Independent-Directors.pdf

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT OPINION ON THE QUALIFICATIONS/ EMPHASIS OF MATTERS/ NOTES GIVEN BY AUDITORS IN THE AUDITOR'S REPORT

Members' attention is invited to the observation made by the Auditors under "Basis for Qualified Opinion" appearing in the Auditor's Reports.

MEMBERS ATTENTION IS INVITED TO THE OBSERVATION MADE BY THE AUDITORS UNDER "EMPHASIS OF MATTERS" APPEARING IN THE AUDITOR'S REPORT

a) Note 4, to the financial results states that the Company in the process of making full and final settlement of resolution plan amount of Rs 2,100 Lacs subject to account upgradation status from NPA, as per The NCLT Kolkata order dated 14th July 2024.

b) The Company has initiated reconciliation process with Trade Receivable, Advances to Vendor and Creditors to determine the continuation of contracts, details of work in progress with age, stage of completion, progress billing, dispute and undisputed dues. The Company has made a provision of Rs 664 Lakh as provision for estimated credit loss based on own assessment of the Trade Receivable, Advance to Vendor and Creditors. We relied on the Management Representation on the carrying amount and provisions for expected credit loss as at March 2025.

c) Exceptional Item of INR 4,433 Lakh (Previous Year – INR 1,697 Lakh ) includes liability written back of INR 3,240 Lakh on account of Unbilled revenue, INR 1,317 Lakh (Previous Year 1,845 Lakh) provision for bad and doubtful debts on account of Debtors, Advance to Vendor and creditors and net of liability written back of INR 125 Lakh.

d) Revenue from operation of INR 8,486 Lakh (Previous Year 5,305 Lakh) includes INR 2,133 Lakh (Previous Year INR 2,292 Lakh) on account of unbilled revenue.

e) Note 6 a. of financial statement during the Year ended company recognized income of INR 10,672 Lakh pursuant to arbitration award.

f) Note 6 b. of financial statements during the year company started arbitration proceeding before Hon'ble Commercial Court, Cuttack against a customer invoking dispute pertaining to suspended project and a provision of INR 3,118 on account of unbilled revenue has been provided for.

g) Note 6 c. of financial statements Company made a provision for impairment loss of INR 50 Lacs (Previous Year 5,424) account of fair value of investment in Subsidiary based on independent impairment study by company.

h) Other income of INR 7,903 Lakh (Previous Year INR 7,595 lakhs) includes income of INR 7795 Lakh(Previous Year - Nil) on account interest on arbitration award.

i) Company has not accounted for INR 8 Lakh (Jan 25 to March 25) as rental income for RMC plant at Guwahati cumulative income not accounted for INR 32 Lacs (from April 24 to March 25). Hence standalone profit is understated by INR 32 Lakh.

j) M/s Tantia Sanjauliparkings Private Limited (TSPL) has been admitted to CIR process by adjudicating Authority vide order dated 23rd March 2023 and financial statement as on 31st March 2025 is not available for consolidation. Company made a provision for impaired loss of INR 774 on account of investment in associate company during the year ended 31st March 2024.

Our opinion is not qualified in respect of the above paragraph (a) to (j).

Management Response to the Basis for Qualified Opinion and emphasis on matters in Auditors Report

a-j. As regards to qualified opinion and emphasis of matters expressed by the Auditors in their Report with regards to the Standalone Financial Statement, attention is hereby drawn to the notes of Standalone Financial Statement which are self-explanatory and, therefore, do not call for any further comments.

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 is no material change and/or commitment of the Company during the period between the end of the financial year 2024-25 and the date of this report which can affect the financial position of the Company for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered, into during the Financial Year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors have any pecuniary relationship or transactions vis-?-vis the Company.

During the year under review, all RPTs were at Arm's Length Price basis and in the Ordinary Course of Business. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, forms part of this Director's Report.

COMPLIANCE WITH THE CODE OF CONDUCT

All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Whole-time Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of the Listing Regulations regarding compliance with the Code of Conduct of the Company for the year ended on 31st March, 2025, which forms part of this Report.

The Code of Conduct is available on the Company's website www.twamevcons.com.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

Following are the significant or material orders passed by the Regulators or Courts or Tribunals during the year under review:

1. The State of Bihar through the Executive Engineer, Road Construction Department (New Capital Division, Patna, Bihar) [Petitioner] vs M/s Tantia Constructions Limited, Kolkata [Respondent] In the High Court of Judicature at Patna Civil Miscellaneous Jurisdiction No. 43 of 2022 Oral Judgement Date: 29.11.2024

The State of Bihar has challenged the Judgement and Order dated 20-09-2021 Passed by the Learned District Judge, in miscellaneous arbitration case no.198 of 2017 by which the district judge has not entertained miscellaneous arbitration case and disposed of the same with liberty to the State of Bihar to approach the Calcutta High Court. The Hon'ble Patna High Court has opined that the court cannot sit in review / appeal over the order passed by the Calcutta High Court which has attained finality. Therefore the Hon'ble High Court has affirmed the impugned judgement and order dated 20-09-2021 passed by the learned District Judge, Patna miscellaneous arbitration case no.198 of 2017. Accordingly, the present application is dismissed.

2. The State of Bihar [Petitioner] vs M/s Tantia Constructions Limited [Respondent] Petition(s) for Special Leave to Appeal (c) No(s). 4292/ 2025

Arising out of impugned final judgement and order dated 29.11.2024 in CMJ No. 43/2022 passed by the High Court Judicature at Patna Supreme Court Judgement Date: 21.02.2025

A special leave petition was filed before the Supreme Court of India. On hearing the matter, the bench came to the conclusion that it is the admitted position that a final order dated 27-11-2008 passed by the Hon'ble Calcutta High Court was not rejected on the issue of territorial jurisdiction which was not challenged by State of Bihar and thus binds the State of Bihar Therefore the question of Jurisdiction of the Calcutta High Court is still open. Hence the Special Writ Petition is dismissed.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the financial year under review.

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access.

The Board of Directors review the cyber security risks and mitigation measures from time to time.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option/ purchase scheme.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company has not granted any loans, made investments, provided any guarantees or security, as per the provisions of Section 186 of the Act.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on "Meeting of the Board of Directors" and Secretarial Standard-2 (SS-2) on "General Meeting" and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Act, it is mandatory for the Company to observe the Secretarial Standards with respect to the Board Meetings and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting the meetings of the Board of Directors and, General Meetings and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

AUDITORS

_ Statutory Auditors

At the 55th Annual General Meeting held on July 26, 2021, M/s. J Jain & Co., Chartered Accountants (Firm Registration No.310064E), were appointed as Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 55th Annual General Meeting till the conclusion of the 60th Annual General Meeting of the Company.

The Board, pursuant to the applicable provisions of the Act, has re-appointed M/s J. Jain & Co., Chartered Accountants (Firm Registration No. 310064E) as the Statutory Auditors of the Company for the second term of five consecutive years, commencing from the conclusion of the 60th Annual General Meeting until the conclusion of the 65th Annual General Meeting of the Company, and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Statutory Auditors for the said term, would be placed before the forthcoming 60th AGM of the Company.

Any observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report, that may call for any explanation from the Directors, specifically forms a part of the accounts referred to in the Auditor's Report are self-explanatory and give complete information.

_ Cost Auditor and Maintenance of Cost Records

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

Pursuant to the requirement of Section 148 of the Act, cost audit is applicable on your Company. The Board of Directors of your Company on the recommendation of the Audit Committee had appointed M/s.S Chhaparia & Associates (FRN:101591), Cost Accountants, Kolkata as Cost Auditors of the Company for the Financial Year 2024-25.

The Board, pursuant to the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014 has re-appointed M/s.S Chhaparia & Associates (FRN:101591), Cost Accountants, Kolkata as the Cost Auditors of the Company for the Financial Year 2025-26 and accordingly, a resolution for seeking Members ratification for the remuneration payable to the Cost Auditors for the FY 2025-26, would be placed before the forthcoming 60th AGM of the Company. The Cost Auditors are expected to file the cost audit report with Central Government within the specified period.

_ Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed

M/s. MR & Associates, Practicing Company Secretaries, Kolkata as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. Further, as per the recent amendments in SEBI (LODR) Regulations, the appointment of Secretarial Auditors has to be approved by the shareholders in the AGM. Necessary resolution to that effect will be included in the Notice of AGM for the year 2025.

_ Secretarial Audit Report

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the financial year ended 31st March, 2025, forms part of the Directors' Report and annexed as "Annexure-B".

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and any deviation or non-compliance, has been reflected in the Secretarial Audit Report.

Changes in Constitution of the Company

Alteration of Memorandum and Articles of Association

During the year under review, the Company has undertaken the process of aligning its Memorandum of Association (MoA) and Articles of Association (AoA) with the provisions of the Companies Act, 2013, in place of the erstwhile Companies Act, 1956.

The Board of Directors, in its meeting held on 26th June, 2025, approved the proposal for carrying out necessary alterations to reflect the updated regulatory framework, subject to the approval of the shareholders through a special resolution to be passed at the ensuing Annual General Meeting of the Company to adopt the new set of MoA and AoA, which are now in conformity with the provisions of the Companies Act, 2013.

The revised MoA and AoA inter alia reflect the re-classification and omission of redundant provisions, substitution of references to the Companies Act, 1956 with appropriate sections of the Companies Act, 2013, and inclusion of enabling provisions for smooth governance in line with current statutory requirements.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely and discloses timely and accurately, information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C to Schedule V of the Listing Regulations, a Report on Corporate Governance along with a certificate from the Secretrial Auditors of the Company confirming compliance with the conditions of the Corporate Governance is forming part of this Directors' Report and marked as "Annexure - A".

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule, 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is annexed herewith as "Annexure - F" and forms an integral part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the Financial Year 2024-25.

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

No application has been made or proceedings are pending against the Company as a corporate debtor under the Insolvency and Bankruptcy Code, 2016 during the year.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(2)(a) of the Act, the draft Annual Return in Form MGT-7 for the year ended 31st March, 2025 has been uploaded on the website of the Company www.twamevcons.com

The final Annual Return shall be uploaded after the said Return is filed with the Registrar of Companies, Kolkata.

PARTICULARS ON REMUNERATION OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as 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 forms a part of this Directors' Report and marked as "Annexure - E".

Details of employees of the Company who drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in "Annexure - E" of the Director's Report.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company promotes a healthy and congenial working environment irrespective of gender, caste, creed or social class of the Employees and values. Every individual is committed to protect the dignity and respect of every other individual. Your Company has always endeavored for providing a better and safe environment free of sexual harassment at its work place. During the year under review, no cases of sexual harassment against women employees were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MICRO, SMALL AND MEDIUM ENTERPRISE DEVELOPMENT ACT, 2006

Your Company being an enterprise engaged in providing or rendering of services with investment in plant and machinery or equipments not exceeding Rs 50 crores and turnover not exceeding Rs. 250 crores registered itself as MSME as per the provisions of Section 3(ii) of the Micro, Small and Medium Enterprise Development Act, 2006 read with notification no. s.o. 1702 ( E ) dated June 1, 2020 and May 5, 2021.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) to the extent possible.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As per the directive of Securities and Exchange Board of India, M/s. MR & Associates, Practising Company Secretaries, (CP No.: 2551), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Company and Stock Exchanges.

MANAGEMENT DISCUSSION & ANANLYSIS REPORT

A detailed review of operations, performance and future outlook of your Company is given in this report annexed herewith as "Annexure - G", under the head "Management Discussion and Analysis Report" (MDA) and forms an integral part of this Report as stipulated under Regulation 34(2)(e) read with Para B to Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION

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 is not applicable to the Company as there has no one time settlement in case of your Company.

GENERAL

Your directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

2. Issue of Sweat Equity Shares;

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavor of your Company, to deploy resources in a balanced manner so as to secure the interest of shareholders in the best possible manner in short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed Customers, Commercial Associates, Banks, Financial Institutions, Central and State Government, various Government and Local Authorities, other stakeholders and the media.

Your directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company.

Your directors look forward to the future with hope and conviction.