Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of TD Power Systems Ltd.

Mar 31, 2025

Your Directors present the Twenty-Sixth Annual Report (Report) together with the Audited Financial Statements of TD
Power System Limited (âthe company / âTDPSâ) for the fiscal 2025 (April 01 2024 to March 31 2025).

FINANCIAL RESULTS

Particulars	For the year ended
	March 31, 2025	March 31, 2024
Revenue from operations and other Income	128,849.06	100,738.01
Earnings before interest, tax, depreciation and amortisation including other income and exceptional item	23,107.13	18,714.38
Finance cost	305.84	30.96
Depreciation and amortisation	1,885.07	2031.45
Profit before Tax (PBT) including exceptional items	20,916.22	16,651.97
Tax expense	5,545.22	4,234.15
Profit after Tax (PAT) including exceptional item	15,371.00	12,417.82
Other Comprehensive Income (Net)	(75.35)	(192.08)
Total Comprehensive Income including exceptional item	15,295.65	12,225.74

Note: The above figures are on a standalone basis and are extracted from the standalone financial statement of the Company.

On a standalone basis, total income increased by
''28,111.05 lakhs, or 27.91%, to ''128,849.06 lakhs in Fiscal
2025 from ''100,738.01 lakhs in Fiscal 2024. Earnings
Before interest, tax, depreciation and amortisation
including other income and exceptional item (EBITDA)
increased by ''4,392.75 lakhs or 23.47% to ''23,107.13
lakhs in fiscal 2025 as compared to ''18,714.38 lakhs in
fiscal 2024. Profit before tax including exceptional item
increased by ''4,264.25 lakhs, or 25.61%, to ''20,916.22
lakhs in fiscal 2025 from ''16,651.97 in fiscal 2024.
Profit after tax including exceptional item increased
by ''2,953.18 lakhs to ''15,371 lakhs in Fiscal 2025 from
''12,417.82 lakhs in fiscal 2024. Total comprehensive
income increased by ''3,069.91 lakhs or 25.11% to
''15,295.65 lakhs in fiscal 2025 as compared to ''12,225.74
lakhs in fiscal 2024. Exceptional items represent
provision for diminution in the value of investment of
''300 lakhs being 50% of the carying investment value in
its whole owned subsidiary DF Power Systems Private
Limited.

The net worth of the Company in fiscal 2025 stands at
''83,588.56 lakhs (including Capital redemption reserve)
as compared to ''70,111.64 lakhs in fiscal 2024.

On a consolidated basis, the total income increased by
''28,568.52 lakhs, or 28.10%, to ''1,30,241.12 lakhs in
Fiscal 2025 as compared to ''1,01,672.60 lakhs in Fiscal
2024. Earnings Before interest, tax, depreciation and
amortisation including other income & exceptional
item (EBITDA) increased by ''7,081.01 lakhs or 38.5% to

''25,441.04 lakhs in fiscal 2025 as compared to
''18,360.03 lakhs in fiscal 2024. The Profit before tax
including exceptional item increased by ''6,945.15 lakhs,
or 42.82%, to ''23,165.35 lakhs in Fiscal 2025 as compared
to ''16,220.20 lakhs in Fiscal 2024. The Profit after tax
including exceptional item increased by ''5,622.59
lakhs, to ''17,457.51 lakhs in Fiscal 2025 as compared to
''11,834.92 lakhs in Fiscal 2024. Total comprehensive
income increased by ''5,771.08 lakhs or 49.90% to
''17,335.82 lakhs in fiscal 2025 compared to ''11,564.74
lakhs in fiscal 2024.

The standalone and consolidated financial statements
for the fiscal ended March 31, 2025 forming part of this
Annual Report, have been prepared in accordance with
the Indian Accounting Standards (Ind AS) as notified by
the Ministry of Corporate Affairs.

DIVIDEND

During the fiscal 2025, the Company paid a final dividend
of ''0.60/- (Sixty paise) per equity share with a face value
of ''2/- each for the fiscal 2024, following shareholders''
approval. Additionally, the Board of Directors declared
an interim dividend of ''0.60/- (Sixty paise) per equity
share having a face value of ''2/- each for the fiscal 2025
during their meeting held on October 29, 2024. The
total cash outflow during this fiscal 2025 amounted to
''1,874.20 lakhs, comprising payments for both the final
dividend for fiscal 2024 and interim dividend for fiscal
2025.

The Board of Directors of your Company has
recommended a final dividend of ''0.65/- (Sixty-five
paise) per equity share (face value of ''2/- each) for fiscal
2025, entailing a cash outflow approx. ''1,015.19 lakhs.
The dividend payable is subject to tax deducted at
source as applicable. The aforesaid dividend is subject to
approval of shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND AUTHORITY (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 (âthe
Actâ) read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules 2016, the following remittance/transfer
was made by the Company to IEPF during the fiscal
2025.

DIVIDEND REMITTED

During the year, the Company transferred the dividend which remained unclaimed/unpaid for a period of seven years
to IEPF as below:

Year Nature of dividend Dividend per share Date of Declaration Date of Transfer to IEPF Amount

2016-17 Final ''1.80 27^th September 2017 18^th November 2024 ''29,462.20/-

SHARES TRANSFERRED

During the year, the Company transferred the shares in respect of which the dividend remained unclaimed/unpaid for
a period of seven years to IEPF as below:

Year	Nature of Shares	Number of Shares	Date of Transfer to IEPF
2016-17	Equity Shares	80	28^th November, 2024

CHANGES IN SHARE CAPITAL & THE COMPANY''S
TDPSL EQUITY BASED COMPENSATION PLAN 2019
(PLAN)

The paid-up equity capital of the Company as of March
31, 2025 was ''31,23,67,224 (comprising 15,61,83,612
Equity Shares with a face value of ''2/- each) as compared
to ''31,23,40,202 (comprising 15,61,70,101 Equity Shares
with a face value of ''2/- each) as on March 31, 2024.
During the fiscal 2025 under the TDPSL Equity Based
Compensation Plan 2019:

14,075 ESARs (2,185 ESARs of face value 10/-) were
exercised by the grantees, resulting in the issuance and
allotment of 13,511 equity shares with a face value of ''2
each.

The said plan is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(âRegulationsâ). A certificate from Secretarial Auditors of
the Company that the plan is implemented in accordance
with the said Regulations has been obtained and it
shall be made available at the ensuing Annual General
Meeting for inspection by members. The applicable
disclosure as stipulated under the Regulations with
respect to the plan is disclosed in Annexure 10 to the
report and available on the website of the Company at
www.tdps.co.in.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans, investments, securities and
guarantees are disclosed in notes no.6 and 7 of the
Standalone Financial Statements for the year ended
March 31, 2025. All loans have been repaid by the
subsidiaries and none of them have any outstanding
loans with the Company. The advance bank &
performance guarantees were issued to customers on
behalf of subsidiary companies for business purposes.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

All transactions with related parties are placed before the
Audit Committee for its approval. An omnibus approval
is obtained for the related party transactions, which are
repetitive in nature. In case of transactions which are
unforeseen, the Audit Committee grants an omnibus
approval to enter into such unforeseen transactions,
provided the transaction value does not exceed the
limit of ''1 Crore per transaction, in a financial year.
The Audit Committee reviews all transactions entered
into pursuant to the omnibus approvals so granted, on a
quarterly basis.

Transactions entered into with related parties during
the fiscal year 2025 were at arm''s length basis and in
the ordinary course of business. During the year under
review, there were no transactions for which consent of
the Board was required to be taken in terms of Section
188(1) of the Act. The details of material transactions in
term of the Company''s policy for determining material
related party transaction under Regulation 23 of SEBI
Listing Regulations is disclosed in Form AOC-2 which is
appended as Annexure 2 to the Report. The said policy is
available on the Company''s website https://www.tdps.
co.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of SEBI
Listing Regulations, the Management Discussion and
Analysis Report covering operations, performance and
outlook of the Company is appended as Annexure 8 to
the Report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of SEBI
Listing Regulations, a report on Corporate Governance
along with a Compliance Certificate issued by a
Practicing Company Secretary is appended as Annexure
9 and forms an integral part of this Report (hereinafter
referred to as âCorporate Governance Reportâ).

Note on Code of conduct, Board evaluation, Board
Diversity Policy, Training of independent directors -
familiarisation of directors, Whistle Blower policy/Vigil
mechanism & Nomination and Remuneration policy
form part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received the necessary declaration
from Independent Directors that they meet the criteria
of independence laid down in Section 149(6) of the Act,
rules made thereunder and Regulation 16 and other
applicable provisions of SEBI Listing Regulations.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The current policy is to have an appropriate mix of
executive and independent directors to maintain the
independence of the board and separate its functions of
governance and management.

178(3) of the Companies Act, 2013 is available on the
Company''s website www.tdps.co.in. There has been no
change in the policy since the last fiscal year. We affirm
that, the remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration
policy of the Company. Details of Policy on directors
appointment and remuneration form part of the
Corporate Governance Report appended as Annexure 9.

SUBSIDIARIES

As of March 31, 2025, the Company has four (4) wholly
owned subsidiaries - DF Power Systems Private Limited
(an Indian Subsidiary), TD Power Systems (USA) Inc., in
the United States of America, TD Power Systems Europe
GmbH in Germany and TD Power Systems Jenerator
Sanayi Anonim Sirketi in Turkey. All above subsidiaries
are directly owned 100% by the Company.

In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated financial
statements and related information of the Company and
audited accounts of each of its subsidiaries, are being
made available on our website www.tdps.co.in. These
documents will also be available for inspection during
business hours at our registered office in Bengaluru,
India.

A review of the operations of the subsidiaries is as
follows:

INDIAN SUBSIDIARY

No businesses were undertaken in this subsidiary during
the fiscal year. The total revenue of the Company during
fiscal 2025 is ''6.50 lakhs being interest on deposits with
bank. After accounting for other fixed costs, the earnings
before interest, tax, depreciation & amortisation
including other income amounts to a loss of ''6.23 lakhs.
The loss after tax is ''6.23 lakhs as compared to ''5.59
lakhs in the previous year ended March 31, 2024. The
net worth of the Company as of March 31, 2025 continues
to be positive.

US SUBSIDIARY

The total income of the Company during fiscal 2025 is
''14,564.49 lakhs as compared to ''3,823.25 lakhs in Fiscal
2024. The profit after tax for the year is ''1,519.84 lakhs
in fiscal 2025 as compared to ''168.28 lakhs in fiscal 2024.
The total comprehensive income (after accounting for
foreign exchange difference on translation of foreign
operations) for the fiscal 2025 is ''1,466.39 lakhs as
compared ''135.74 lakhs in fiscal 2024. During fiscal 2025
the Company has repaid the entire outstanding loan of
$4,25,000 to the Holding Company.

The market for TDPS Generators in North America,
Central America, and South America continues to
expand greatly. The current outlook for critical markets
such as Oil & Gas, onshore pipelines, fracking, and
offshore drilling/production are improving under the
new US Administration, which is limiting the barriers
for new projects. With the current world situation
and the immense pressure being applied due to high
energy costs, more opportunities will be available for us.
Power support for new AI data facilities is driving ever
expanding demand for our gas turbine driven generator
products.

The renewables and steam markets remain somewhat
soft with few new hydro projects in North America.
There are opportunities in the geothermal energy sector,
however, participation by US office is limited due to the
location of OEMs for geothermal turbines (Europe). Solar
and wind projects are not accessible to us. The majority
of hydro activity involves the rehabilitation of existing
facilities and equipment, although we see some potential
opportunities in this area.

Opportunities in the steam sector are active, particularly
in Latin and South America for applications in sugar/
ethanol, pulp, biomass and waste heat markets.

The steam and gas markets present significant growth
opportunities. In the upcoming year, growing Co-gen
projects, hydrogen plants, projects related to sugar,
ethanol, paper, water, and Oil sand & replacement
machines present good opportunities in the Steam
generator market. Efforts are underway to maximise
these opportunities with captive OEMs and packagers.
In the gas market, we aim to increase our participation
in land-based projects with new machines, approved
products for mobile applications with existing customers,
and certain new projects, including replacements.
During the year, new customers were added & special
project machines were also supplied by the Company.
Efforts are also being made to strengthen the presence
of our products in the market with existing customers.

The Company is experiencing increased activity levels,
with a higher volume of offers being sent out and we
anticipate that order intake will grow in the upcoming
year.

TDPS generators have gained full acceptance among
major OEMs and packagers in North America, Central
America, and South America. All our current partners
in these regions are highly satisfied with TDPS''s pricing,
lead times and overall support.

GERMAN SUBSIDIARY

The total income of the Company during fiscal 2025 is
''21,623.38 lakhs as compared to ''11,664.29 lakhs in fiscal
2024. Profit before tax is ''458.87 lakhs in fiscal 2025
as compared to ''308.44 lakhs in fiscal 2024. The total
comprehensive income (after accounting for foreign
exchange difference on translation of foreign operations)
for the fiscal 2025 is ''286.54 lakhs as compared to ''135.17
lakhs in fiscal 2024.

The gas engine market has been the major highlight
of the year, showing remarkable growth globally and
is expected to remain stable in the coming year. The
steam turbine generator market also saw significant
growth, driven primarily by the combined cycle, waste-
to-heat and heat recovery sectors. The hydro turbine
generator market remained stable throughout the year
and is expected to continue at a similar pace next year.
We have added new customers to our portfolio, creating
strong potential for future business in both the generator
and motor sectors. Overall, the European market grew
significantly this year and the trend is expected to
continue with a positive growth rate of around 20% in
the coming year.

TURKEY SUBSIDIARY

The total income of the Company during fiscal 2025
is ''1,510.54 lakhs as compared to ''593.98 lakhs in
fiscal 2024. The loss before tax in fiscal 2025 is ''25.35
lakhs as compared to ''355.97 lakhs in fiscal 2024. The
total comprehensive loss (after accounting for foreign
exchange difference on translation of foreign operations)
for the fiscal 2025 is ''5.67 lakhs as compared to ''383.85
lakhs in fiscal 2024.

The Turkish market continues to face a significant
downturn in local manufacturing projects, primarily
due to the ongoing economic slowdown and the
Government''s incentive policy favouring locally
manufactured power equipment, including generators.
This trend remains unchanged, and the outlook remains
bleak.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has designed and implemented a process
driven framework for Internal Financial Controls
(âIFCâ) within the meaning of the explanation to Section
134(5)(e) of the Act. The Board is of the opinion that the
Company''s IFC is commensurate with the nature and
size of its business operations and operates effectively
with no material weakness. The Company has a process
in place to continuously monitor the IFC, identify gaps,
if any, and implement new and/or improved controls
wherever the effect of such gaps would have a material
effect on the Company''s operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the
fiscal ended March 31, 2025, the applicable Indian
accounting standards (Ind As) have been followed
along with proper explanation relating to material
departures;

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 at the end of the Fiscal and of the
profit and loss 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 this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. The directors have prepared the annual accounts on
a going concern basis;

e. The directors, have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively and

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

BOARD OF DIRECTORS'', COMMITTEES & MEETINGS

The details of composition of the Board and its
committees are disclosed in the report on Corporate
Governance forming part of this Report. In compliance

with the Act and SEBI Listing Regulations, the Company
has five (5) Committees of the Board as on March 31, 2025

i.e. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee.

During the fiscal 2025, Board and Committees meetings
were held as prescribed. The details of such meetings
are provided in the Corporate Governance Report that
forms part of this Report. As prescribed by the Act, the
maximum gap between any two meetings of the Board
did not exceed 120 days.

Pursuant to provisions of the Act and Articles of
Association of the Company, Mr. Mohib N Khericha (DIN:
00010365) retires by rotation at the ensuing 26^th Annual
General Meeting of the Company and being eligible,
offers himself for re-appointment.

During the fiscal 2025, Mr. Rahul Matthan, (DIN:
01573723) and Mr. Karl Olof Alexander Olsson (DIN:
10433826) were appointed as Independent Directors of
the Company for a term of 5 years, with effect from April
01, 2024 until March 31, 2029.

KEY MANAGERIAL PERSONNEL

In terms of the Act, Mr. Nikhil Kumar, Managing
Director, Ms. M N Varalakshmi, Chief Financial Officer
and Mr. Bharat Rajwani, Company Secretary, are the
Key Managerial Personnel of the Company as of March
31, 2025.

RISK MANAGEMENT

A policy on Enterprise Risk Management has been
developed and implemented by the Company to oversee
various risks that the Company may encounter including
strategic, commercial, safety, operations, compliance,
internal control and finance, cyber risk etc. Further
details on Risk Management, indicating development,
identification of elements of risk and their mitigation
measures are provided in the Management Discussion
and Analysis Report appended as Annexure 8 to the
Report.

The Board has constituted a Risk Management
Committee, which is responsible for implementation,
monitoring, evaluating the adequacy and periodically
reviewing the Risk Management Policy considering
the changing industry dynamics and the requirements
of the SEBI Listing Regulations. The Enterprises Risk
Management Policy is made available on the Company''s
website at www.tdps.co.in.

AUDITORS & REPORTS
STATUTORY AUDITORS

M/s. Varma & Varma, Chartered Accountants,
Bengaluru, were re-appointed as Statutory Auditors of
the Company at the 23^rd Annual General Meeting (AGM)
held on September 27, 2022 for a period of 5 years,
commencing from the conclusion of 23^rd AGM till the
conclusion of 28^th AGM.

The Auditors'' Report on the financial statements for
the fiscal year 2025 does not contain any qualification,
reservation or adverse remark. There have been no
instances of fraud committed against the Company by
its officers or employees during the year reportable by
the Auditors in terms of Section 143(12) of the Act.

SECRETARIAL AUDITOR

As required under Section 204 of the Act and rules
made thereunder, the Board appointed Mr. Sudhir V
Hulyalkar, Practicing Company Secretary, Bangalore, as
the Secretarial Auditor for the fiscal 2025.

The Secretarial Auditors'' Report for the fiscal 2025 does
not contain any qualification, reservation or adverse
remark nor any instances of fraud committed against
the Company by its officers or employees during the
year. The Secretarial Auditors'' Report is appended as
Annexure 7 to the Report.

As provided in the SEBI Listing Regulations, the
certificate on corporate governance and Directors''
appointment and continuation on the Board of Directors
forms part of the Corporate Governance Report. These
certificates are issued by Mr. Sudhir V. Hulyalkar, a
practicing Company Secretary and do not contain any
qualification, reservation or adverse remarks.

COST AUDITOR, COST ACCOUNTS AND RECORDS

In terms of Section 148 of the Companies Act 2013,
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, M/s. Rao, Murthy and
Associates, Cost Accountants, Bangalore, were
appointed as Cost Auditors of the Company for the fiscal
2025. In terms of Section 148 of the Act, the Company
has maintained cost accounts for the year ended March
31, 2025, as prescribed which are subject to a Cost Audit.

DISCLOSURE

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with 134(3) of the
Act, the Annual Return of the Company as of March 31,

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

Information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 for the fiscal 2025 in relation to
the Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo appended as
Annexure 3 to the Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

The BRSR in terms of Regulation 34(2) of SEBI Listing
Regulations is appended as Annexure 11 of this report.
The said report has been prepared in accordance
with SEBI Guidelines for Business Responsibility and
Sustainability Reporting. The said report indicates the
Company''s performance against the nine principles
of the National Guidelines on Responsible Business
Conduct.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information as required under Section 197 of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is provided in Annexure 4 to the Board''s Report.

The particulars of employees drawing remuneration
in excess of limits set out in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are provided in Annexure 5
to the Board''s Report. However, as per the provisions
of Section 136 of the Act, the Annual Report is being
sent to all the members of the Company, excluding the
aforesaid information. The said information is available
for inspection by the members at the registered office of
the Company, up to the date of the ensuing AGM. Any
member interested in obtaining such particulars may
write to the Company Secretary at the registered office
of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee of
the Board sets the Company''s CSR Policy. The details of
composition of the CSR Committee, terms of reference
and Annual Report on CSR activities as required under
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are as per Annexure 6 and form an integral

part of this Report. Your Company''s Corporate Social
Responsibility Policy (CSR Policy) is available on the
website of the Company at www.tdps.co.in

SECRETARIAL STANDARD

The Company complies with the secretarial standards on
meetings of the Board of Directors and General Meetings
issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state as follows:

1. No significant or material orders were passed by
the Regulators or Courts or Tribunals impacting the
going concern status and the Company''s operations
in the future.

2. There was no issue of equity shares with differential
rights, as to voting, dividend or otherwise.

3. Details of shares issued during this fiscal 2025 under
TDPSL Equity Based Compensation Plan 2019 have
been disclosed above and no sweat equity shares
were issued.

4. There were no deposits covered under Chapter V of
the Companies Act, 2013.

5. During the year, no loan has been given by the
Company to the TDPSL Employee Welfare Trust for
the purchase of its own shares under TDPSL Equity
Based Compensation Plan 2019.

6. The Managing Director draws a part of his
remuneration from TD Power Systems Europe
GmbH.

7. The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

8. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. The details of sexual harassment
complaints that were filed, disposed of, and
pending during the financial year are provided

in the Business Responsibility and Sustainability
Report of this Annual Report.

9. During fiscal 2025, the Company has not transferred
any amount to reserve.

GREEN INITIATIVE

As part of this initiative, hitherto soft copies of the
Annual Report and the Notice of Annual General Meeting
were sent to all members whose email addresses are
registered with the Company/Depository Participants.
Physical copies of the same were sent in the permitted
mode only to members whose email addresses were
unavailable.

Further MCA General Circular No.09/2024 dated
September 19, 2024, SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024
exempts companies from the provision of dispatching
hard copies of the Annual Report for this fiscal 2025.
Accordingly, soft copies of the Annual Report 2025 and
the Notice of the General Meeting will be emailed to
shareholders. However, the hard copy of the full annual
report will be sent to those shareholders who request the
same. Members whose email ID is not registered with
the Company may write to investor.relations@tdps.
co.in or rnt.helpdesk@in.mpms.mufg.com for obtaining
the soft copy of the Annual Report and Notice of AGM.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the
contribution and support of the employees at all levels.
They also place on record their appreciation of the
continued support and faith extended during the year
by the Company''s customers, suppliers, bankers and
shareholders.

For and on behalf of the Board of Directors

Ahmedabad Mohib N. Khericha

May 12, 2025 Chairman

Mar 31, 2024

The Directors present the Twenty-Fifth Annual Report (Report) together with the Audited Financial Statements of the Company (TDPS) for the fiscal 2024 (April 1 2023 to March 31 2024).

FINANCIAL RESULTS		(Rs. in Lakhs)
Particulars	For the year ended
Particulars	March 31, 2024	March 31, 2023
Revenue from operations and other Income	100,738.01	84,348.64
Earnings before interest, tax, depreciation and amortization including other income and exceptional item	18,714.38	14,012.38
Finance cost	30.96	106.37
Depreciation and amortization	2031.45	1,964.46
Profit before Tax (PBT) including exceptional items	16,651.97	11,941.55
Tax expense	4,234.15	3,095.72
Profit after Tax (PAT) including exceptional item	12,417.82	8,845.83
Other Comprehensive Income	(192.08)	(4.03)
Total Comprehensive Income including exceptional item	12,225.74	8,841.80
Note: The abovefigures are on standalone basis and are extractedfrom the standalone financial statement of the company.

On a standalone basis, total income increased by '' 16,389.37 Lakhs, or 19.43%, to '' 1,00,738.01 Lakhs in Fiscal 2024 from '' 84,348.64 Lakhs in Fiscal 2023. Earnings Before interest, tax, depreciation and amortization including exceptional items (EBITDA) increased by '' 4,702 Lakhs or 33.56% to '' 18,714.38 Lakhs in fiscal 2024 as compared to '' 14,012.38 Lakhs in fiscal 2023. Profit before tax including exception items increased by '' 4,710.42 Lakhs, or 39.45%, to '' 16,651.97 Lakhs in fiscal 2024 from '' 11,941.55 in fiscal 2023. Profit after tax increased by '' 3,571.99 Lakhs, or 40.38% to '' 12,417.82 Lakhs in fiscal 2024 from '' 8,845.83 Lakhs in fiscal 2023. Total comprehensive income increased by '' 3,383.94 Lakhs or 38.27% to '' 12,225.74 Lakhs in fiscal 2024 as compared to '' 8,841.80 Lakhs in fiscal 2023.

The net worth of the Company in fiscal 2024 stands at '' 70,111.64 Lakhs (including Capital redemption reserve) as compared to '' 59,389.25 Lakhs in fiscal 2023.

On consolidated basis, the total income increased by '' 12,467.43 Lakhs, or 13.98%, to '' 1,01,672.60 Lakhs in Fiscal 2024 as compared to '' 89,205.17 Lakhs in Fiscal 2023. Earnings Before interest, tax, depreciation and amortization including other income & exceptional item (EBITDA) increased by '' 3,228.54 Lakhs or 21.34% to '' 18,360.03 Lakhs in fiscal 2024 as compared to '' 15,131.49 Lakhs in fiscal 2023. The Profit before tax including exceptional item increased by '' 3,265.56 Lakhs or 25.21% to '' 16,220.20 Lakhs in Fiscal 2024 as compared to '' 12,954.64 Lakhs in Fiscal 2023. The Profit

after tax increased by '' 2,153.69 Lakhs or 22.25% to '' 11,834.92 Lakhs in Fiscal 2024 as compared to '' 9,681.23 Lakhs in Fiscal 2023. Total comprehensive income increased by '' 2,110.93 Lakhs or 22.33% to '' 11,564.74 Lakhs in fiscal 2024 compared to '' 9,453.81 Lakhs in fiscal 2023.

The standalone and consolidated financial statements for the fiscal ended March 31, 2024 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

DIVIDEND

During the fiscal 2024, the Company paid a final dividend of '' 0.50/- (fifty paise) per equity share with a face value of '' 2/-each for the fiscal 2023, following shareholders'' approval. Additionally, the Board of Directors declared an interim dividend of '' 0.50/- (fifty paise) per equity share having face value of '' 2/- each for the fiscal 2024 during their meeting held on November 8, 2023. The total cash outflow during this fiscal 2024 amounted to '' 1,561.70 Lakhs, comprising payments for both the final dividend for fiscal 2023 and interim dividend for the fiscal 2024.

The Board of Directors of your company has recommended a final dividend of '' 0.60/- (sixty paise) per equity share (face value of '' 2/- each) for fiscal 2024 entailing a cash outflow approx. '' 937.02 Lakhs. The dividend payable is subject to tax deducted at sources as applicable. The aforesaid dividend is

subject to approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is available on the Company''s website at www.tdps.co.in.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the following remittance/transfer was made by the company to IEPF during the fiscal 2024.

a) DIVIDEND REMITTED

During the year the Company transferred dividend which remained unclaimed/unpaid for a period of seven years to IEPF as below:

Year	2015-16
Nature of dividend	Final
Dividend per share	'' 3.05/-
Date of Declaration	22.09.2016
Date of Transfer to IEPF	03.11.2023
Amount	'' 29,741/-

b) SHARES TRANSFERRED

During the year Company transferred the shares in respect of which the dividend remained unclaimed/ unpaid for a period of seven years to IEPF as below:

Year	2015-16
Nature of Shares	Equity Shares
Number of Shares	1,180
Date of Transfer to IEPF	10.11.2023

CHANGES IN SHARE CAPITAL & THE COMPANY''S TDPSL EQUITY BASED COMPENSATION PLAN 2019 (PLAN)

The paid up equity capital of the Company as of March 31, 2024 was '' 31,23,40,202 (comprising 15,61,70,101 Equity Shares with a face value of '' 2/- each) as compared to '' 31,20,85,270 (comprising 15,60,42,635 Equity Shares with a face value of '' 2/- each) as on March 31, 2023.

During the fiscal 2024 under the TDPSL Equity Based Compensation Plan 2019:

a) 154,065 ESOPs were exercised by the grantees, resulting in the transfer of an equivalent number of equity shares with a face value of '' 2 each from TDPSL Employee Welfare Trust to the respective grantees.

b) 137,518 ESARs were exercised by the grantees, resulting in the issuance and allotment of 127,466 equity shares with a face value of '' 2 each.

The said plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âRegulationsâ). A certificate from Secretarial Auditors'' of the Company that the plan is implemented in accordance with the said Regulations has been obtained and it shall be made available at the ensuing Annual General Meeting for inspection by member. The applicable disclosure as stipulated under the Regulations with respect to the plan is disclosed in Annexure 10 to the report and available on the website ofthe Company at www.tdps.co.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, investments, securities and guarantees are disclosed in note number 6, 7 and 37 respectively, of the Financial Statements for the year ended March 31, 2024. The loans were provided for to subsidiary companies for working capital requirements, and Advance bank & performance guarantees were issued to customers on behalf of subsidiary companies for business purposes.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval is obtained for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen, the Audit Committee grants an omnibus approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of Rs.1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.

Transactions entered into with related parties during the fiscal 2024 were at arm''s length basis and in the ordinary course of business. During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act. The details of material transactions in term of the Company''s policy for determining material related party transaction under

Regulation 23 of SEBI Listing Regulations is disclosed in Form AOC-2 which is appended as Annexure 2 to the Report. The said policy is available on the Company''s website www.tdps.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called as LODR/Listing Regulations) the Management Discussion and Analysis Report covering operations, performance and outlook of the Company is attached as Annexure 8 to the Report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of LODR, a report on Corporate Governance along with a Compliance Certificate issued by Practicing Company Secretary are attached as Annexure 9 and forms an integral part of this Report (hereinafter referred to as âCorporate Governance Reportâ).

Note on Board evaluation, Board Diversity Policy, Training of independent directors - familiarization of directors, Whistle Blower policy/Vigil mechanism & Nomination and Remuneration policy form part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from Independent Directors, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and other applicable provisions of SEBI (LODR) 2015.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board and separate its functions of governance and management.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Company''s website www.tdps.co.in. There has been no change in the policy since the last fiscal year. We affirm that, the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company. Details of Policy on directors'' appointment and remuneration form part of the Corporate Governance Report - Annexure 9.

SUBSIDIARIES

As of March 31, 2024, the Company has four (4 ) wholly owned subsidiaries - DF Power Systems Private Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the United States of America, TD Power Systems Europe GmbH in Germany and TD Power Systems Generator Sanayi Anonim Sirketi in Turkey. Each of the above subsidiaries are directly owned 100% by the Company.

During the fiscal year, TD Power Systems Japan Limited, a wholly owned subsidiary of the Company was voluntarily liquidated and ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate received from the Tokyo Legal Affairs Bureau.

Furthermore, during the year, the Board of Directors reviewed the affairs of the said subsidiaries every quarter. In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statements including all the said subsidiaries which form part of this Report. A statement containing the salient features of the financial statements of the said subsidiaries in the prescribed format Form AOC-1 is appended as Annexure 1 to the Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are being made available on our website www.tdps.co.in. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India.

A review ofthe operations ofthe subsidiaries is as follows:

INDIAN SUBSIDIARY

No businesses were undertaken in this subsidiary during the fiscal under Report. The total revenue of the Company during fiscal 2024 is '' 6.26 lakhs being interest on deposits with bank. After accounting for other fixed costs, the earnings before interest, tax, depreciation & amortization including other income and exceptional item amounts to a loss of '' 5.59 lakhs. The loss after tax is '' 5.59 lakhs as against profit of '' 55.62 lakhs in the previous year ended March 31, 2023.

Net worth of the Company as at March 31, 2024 continues to be positive.

US SUBSIDIARY

The operations of this Company during the fiscal 2024 resulted in a total revenue of '' 3,823.25 Lakhs as compared to

'' 4,834.63 Lakhs in Fiscal 2023. The profit after tax for the year is '' 168.28 lakhs in fiscal 2024 as compared to '' 388.08 lakhs in fiscal 2023. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2024 is '' 135.74 lakhs as compared '' 345.48 lakhs in fiscal 2023. During fiscal 2024 the subsidiary has repaid $ 5.25 lakhs which was provided as loan by TDPS.

The market for TDPS Generators in North America, Central America, and South America continues to improve. The current outlook for critical markets such as Oil & Gas, onshore pipelines, fracking, and offshore drilling/ production are still not what they once were. However, with the current world situation and the immense pressure being applied due to high energy costs, more opportunities will be available for us. Power support for new data centers is driving large demand for our gas turbine driven generator products.

Many of the concerns related to covid-19 have diminished and we are observing previously paused projects resuming and progressing. However, the renewables and steam markets remain very soft with few new hydro projects in North America and limited opportunities in geothermal energy. Solar and wind projects are not accessible to us. The majority of hydro activity involves the rehabilitation of existing facilities and equipment, although we see some potential opportunities in this area.

Opportunities in the steam sector continue to be active, particularly in Latin and South America for applications in sugar/ethanol, pulp, biomass, and waste heat markets. The upcoming US presidential election in November could have a significant impact on our industry, depending on the outcome and policies of the prevailing political party.

The steam and gas markets present significant growth opportunities. In the ongoing year, growing Co gen projects, hydrogen plants, projects related to sugar, ethanol, paper, water, and Oil sand & replacement machines present good opportunities in the Steam generator market. Efforts are underway to maximize these opportunities with captive OEMs and packagers. In the gas market, we aim to increase our participation in land-based projects with new machines, approved products for mobile applications with existing customers, and certain new projects, including replacements.

During the year, new customers were added & special project machines were also supplied by the company. Efforts are also being made to strengthen the presence of our products in the market with existing customers. The company is experiencing increased activity levels, with a higher volume of offers being sent out and we anticipate that order intake will grow in the ongoing year.

TDPS generators have gained full acceptance among major OEMs and packagers in North America, Central America, and South America. All our current partners in these regions are highly satisfied with TDPS''s pricing, lead times, and overall support.â

JAPAN SUBSIDIARY

All activities of the Japan business continues to be conducted through the Company''s Branch office at Japan. As a result, no business activities were conducted in TDPS Japan since March 2022. Subsequently, the subsidiary was voluntarily liquidated and ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate from the Tokyo Legal Affairs Bureau. Consequently, a sum of JPY 9,92,585 (net of foreign bank charges of JPY 6,500) equivalent to '' 5.67 lakhs, representing equity investment in TDPS Japan, was repatriated to the holding Company.

GERMAN SUBSIDIARY

The total revenue of the Company during fiscal 2024 is '' 11,664.29 lakhs as compared to '' 9,252.73 lakhs in fiscal 2023. Profit before tax is '' 308.44 lakhs in fiscal 2024 as compared to '' 164.97 lakhs in fiscal 2023. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2024 is '' 135.17 lakhs as compared to '' 118.06 lakhs in fiscal 2023.

The steam turbine generator market has seen remarkable growth compared to last year, with promising prospects for further expansion. Key drivers of this surge include the waste-to-energy and heat recovery sectors, alongside notable advancements in geothermal energy. There has been a surge in demand for hydro turbine generators, driven by projects in Norway and other regions, facilitated by European OEMs. The gas engine generators segment has remained stable throughout the year. Notably during the fiscal 2024, we have supplied generators for a new application of battery storage based on CO2 to a customer in Italy. Overall, the market has grown by approximately 20%, and this positive trend is expected to continue into the following year.

TURKEY SUBSIDIARY

The total revenue of the Company during fiscal 2024 is '' 593.98 lakhs as compared to '' 2,759.51 lakhs in fiscal 2023. The loss before tax in fiscal 2024 is '' 355.97 lakhs as compared to profit before tax of '' 263.89 lakhs in fiscal 2023. The total comprehensive loss (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2024 is '' 383.85 lakhs as compared to '' 48.53 lakhs in fiscal 2023 mainly due to foreign exchange translation Loss of

'' 400.53 lakhs in fiscal 2024 as compared to '' 180.42 lakhs which is notional in nature due to sharp depreciation of Turkish Lira to Indian Rupee.

The Turkish market has encountered a significant downturn in local manufacturing projects, largely attributable to the prevailing economic slowdown and the incentive policy of the Government towards for made in Turkey power equipment including generators. Currently, only a handful of projects remain active and this trend is anticipated to persist until economic conditions improve and better financing options become available for new projects. Despite these challenges, we have successfully manufactured three generators this year. However, the outlook for the upcoming year appears subdued, with lower expectations compared to the current year. As a result, we are planning to temporarily halt production activities after fulfilling the last of our deliveries. However, we continue to remain market leaders for made in Turkey generators with over 80 generators already manufactured & installed in Turkey over the last 3 years.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. The Board is of the opinion that the Company''s IFC is commensurate with the nature and size of its business operations and operates effectively with no material weakness. The Company has a process in place to continuously monitor the IFC, identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the Fiscal ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the Fiscal and of the profit and loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

BOARD OF DIRECTORS'', COMMITTEES & MEETINGS

The details of composition of the Board and its committees are disclosed in the Report on Corporate Governance forming part of this Report. In compliance of the Companies Act, 2013 and SEBI LODR, the Company has five (5) Committees of the Board as on March 31, 2024 i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

During the fiscal 2024, Board and Committee meetings were held as prescribed. The details of such meetings are provided in the Corporate Governance Report that forms part of this Report. As prescribed by the Companies Act, 2013 the maximum gap between any two meetings of the Board did not exceed 120 days.

Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. S Prabhamani (DIN: 09695003) retires by rotation at the ensuing 25th Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

During the fiscal 2024, Mr. Rahul Matthan, (DIN: 01573723) and Mr. Karl Olof Alexander Olsson (DIN: 10433826) were appointed as Independent Directors of the Company for a term of 5 years, with effect from April 1, 2024 until March 31, 2029. In the opinion of Board, both Mr. Matthan and Mr. Olsson possess requisite integrity, expertise and experience and proficiency. Furthermore, Mr. Alexander Olsson having recently obtained his director identification number, will appear for the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

Furthermore, Mr. Nithin Bagamane and Mr. Ravi Kanth Mantha, ceased to be Independent Directors of the Company with effect from March 31, 2024, upon the completion of their second terms as Independent Directors. The Board placed on record their sincere appreciation for their invaluable

contributions to the growth and the support and guidance they provided during their tenure as Directors.

KEY MANAGERIAL PERSONNEL

In terms of the Companies Act, 2013, Mr. Nikhil Kumar, Managing Director, Ms. M N Varalakshmi, Chief Financial Officer and Mr. Bharat Rajwani, Company Secretary are the Key Managerial Personnel of the Company as of March 31, 2024.

RISK MANAGEMENT

The Company''s Risk Management committee has been entrusted with the responsibility of overseeing the risks that the Company faces such as strategic, commercial, safety, operations, compliance, internal control and finance, cyber risk etc. More details on risk management indicating development including identification of elements of risk and their mitigation are covered under the Management'' Discussion and Analysis Report enclosed as Annexure 8 to the Report.

AUDITORS & REPORTS STATUTORY AUDITORS

M/s. Varma & Varma, Chartered Accountants, Bengaluru were re-appointed as Statutory Auditors of the Company at the 23^rd Annual General Meeting (AGM) held on September 27, 2022 for a period of 5 years, commencing from the conclusion of 23^rd AGM till the conclusion of 28^th AGM.

The Auditors'' Report on the financial statements for the fiscal 2024 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud committed against the Company by its officers or employees during the year reportable by the Auditors in terms of Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed Mr. Sudhir V Hulyalkar, Practicing Company Secretary Bangalore, as the Secretarial Auditor for the fiscal 2024.

The Secretarial Auditors'' Report for the fiscal 2024 does not contain any qualification, reservation or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year. The Secretarial Auditors'' Report is enclosed as Annexure 7 to the Report in this Annual Report.

As provided in the Listing Regulations/LODR, the certificate on corporate governance and Directors appointment and continuation on the Board of Directors forms part of the Corporate Governance Report. These certificates are issued by Mr. Sudhir V. Hulyalkar, a practicing Company Secretary and do not contain any qualification, reservation or adverse remarks.

COST AUDITOR, COST ACCOUNTS AND RECORDS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore were appointed as Cost Auditors of the Company for the fiscal 2024. In terms of Section 148 of the Companies Act 2013, the Company has maintained cost accounts for the year ended March 31, 2024 as prescribed which are subject to a Cost Audit.

DISCLOSURE

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with 134(3) of the Companies Act, 2013, the Annual Return as of March 31, 2024 is made available on the website of the Company at www.tdps.co.in.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the fiscal 2024 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in the Annexure 3 forming part of this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The BRSR in terms of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is disclosed as Annexure 11 of this report. The said report has been prepared in accordance with SEBI Guidelines for Business Responsibility and Sustainability Reporting. The said report indicates the Company''s performance against the nine principles of the National Guidelines on Responsible Business Conduct.

PARTICULARS OF EMPLOYEES

A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the fiscal and in receipt of remuneration of '' 102.00 lakhs or more and employees employed for part of the year and in receipt of remuneration of '' 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as in Annexure 5 to this Report.

The details of ratio of the remuneration of each whole-time Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure 4 to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee of the Board sets the Company''s CSR Policy. The details of composition of CSR Committee, terms of reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure 6 and forms an integral part of this Report. Your Company''s Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at www.tdps.co.in

SECRETARIAL STANDARD

The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state as follows:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. Details of shares issued during this fiscal 2024 under TDPSL Equity Based Compensation Plan 2019 has been disclosed above and no sweat equity shares were issued.

4. There were no deposits covered under Chapter V of the Companies Act, 2013.

5. During the year no loan has been given by the Company to the TDPSL Employee Welfare Trust for purchase of its own shares under TDPSL Equity Based Compensation Plan 2019.

6. The Managing Director draws a part of his remuneration from TD Power Systems Europe Gmbh.

7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review no incidents reported/ occurred requiring proceedings pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. During the fiscal 2024, the Company has not transferred any amount to reserve.

GREEN INITIATIVE

As part of this initiative, hitherto soft copies of the Annual Report and the Notice of Annual General Meeting were sent to all members whose email addresses are registered with the Company/Depository Participants. Physical copies of the same were sent in the permitted mode only to members whose email addresses were unavailable.

Further MCA General Circular No 09/2023 dated September 25, 2023, SEBI Circular No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/167 dated October 7, 2023 exempts companies from the provision of dispatching hard copies of annual report for this fiscal 2024, Accordingly, soft copies of the Annual Report 2024 and the Notice of the General meeting will be emailed to shareholders, However, hard copy of full annual report will be sent to those shareholders who request for the same. Members whose email id is not registered with the Company may write to investor.relations@tdps.co.in or prathan.shetty@linkintime.co.in for obtaining the soft copy of the Annual Report and Notice of AGM.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the contribution and support of the employees at all levels. They also place on record their appreciation of the continued support and faith extended during the year by the Company''s customers, suppliers, bankers and share holders.

Mar 31, 2023

The Directors present the Twenty Fourth Annual Report (Report) together with the Audited Financial Statements of the Company (TDPS ) for the fiscal 2023 (April 1 2022 to March 31 2023).

FINANCIAL RESULTS		(Rs. in Lakhs)
Particulars	For the year ended
Particulars	March 31, 2023	March 31, 2022
Revenue from operations & other Income	84,348.64	73,637.03
Earnings before interest, tax, depreciation & amortization including other income and exceptional item	14,012.38	9,708.73
Finance cost	106.37	205.70
Depreciation & amortization	1,964.46	2,123.70
Profit before Tax (PBT) including exceptional items	11,941.55	7,379.33
Tax expense	3,095.72	1,953.13
Profit after Tax (PAT) including exceptional item	8,845.83	5,426.20
Other Comprehensive Income	(4.03)	(108.58)
Total Comprehensive Income including exceptional item	8,841.80	5,317.62
Note: The above figures are on standalone basis & are extracted from the standalone financial statement of the company.

On a standalone basis, total income increased by '' 10,711.61 Lakhs, or 14.55%, to '' 84,348.64 Lakhs in Fiscal 2023 from '' 73,637.03 Lakhs in Fiscal 2022. Earnings Before interest, tax, depreciation and amortization including exceptional items (EBITDA) increased by '' 4,303.65 Lakhs or 44.33% to '' 14,012.38 Lakhs in fiscal 2023 as compared to '' 9,708.73 Lakhs in fiscal 2022. Profit before tax including exception items increased by '' 4,562.22 Lakhs, or 61.82%, to '' 11,941.55 Lakhs in fiscal 2023 from '' 7,379.33 in fiscal 2022. Profit after tax increased by '' 3,419.63 Lakhs, or 63.02% to '' 8,845.83 Lakhs in Fiscal 2023 from '' 5,426.20 Lakhs in fiscal 2022. Total comprehensive income increased by '' 3,524.18 Lakhs or 66.27% to '' 8,841.80 Lakhs in fiscal 2022 as compared to '' 5,317.62 Lakhs in fiscal 2022.

The net worth of the Company in fiscal 2023 stands at '' 59,389.25 Lakhs (including Capital redemption reserve) as compared to '' 52,265.72 Lakhs in fiscal 2022.

On consolidated basis, the total income increased by '' 7,791.29 Lakhs, or 9.57%to '' 89,205.17 Lakhs in Fiscal 2023 as compared to '' 81,413.88 Lakhs in Fiscal 2022. Earnings Before interest, tax, depreciation and amortization including other income & exceptional item (EBITDA) increased by '' 3,514.32 Lakhs or 30.25% to '' 15,131.49 Lakhs in fiscal 2023 as compared to '' 11,617.17 Lakhs in fiscal 2022. The Profit before tax including exceptional item increased by '' 3,747.13 Lakhs, or 40.70%, to '' 12,954.64 Lakhs in Fiscal 2023 as compared to '' 9,207.51 Lakhs in Fiscal 2022. The Profit after tax increased by '' 2,631.61 Lakhs, or 37.33% to '' 9,681.23 Lakhs in Fiscal 2023 as compared to '' 7,049.62

Lakhs in Fiscal 2022. Total comprehensive income increased by '' 3,310.49 Lakhs or 53.89% to '' 9,453.81 Lakhs in fiscal 2023 compared to '' 6,143.32 Lakhs in fiscal 2022.

The standalone and consolidated financial statements for the fiscal ended March 31, 2023 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

DIVIDEND

During the year ended March 31, 2023, the Company paid an interim dividend of '' 0.50/- (Fifty Paise) per share. Further, the Board of Directors at their meeting held on May 9, 2023 of your company has recommended a final dividend of '' 0.50/-(fifty paise) per equity share (face value of '' 2/- each) for fiscal 2023 and the said dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company & is subject to tax deduction at sources as applicable.

The total cash outflow during the year ended March 31, 2023 was '' 1,872.51 Lakhs on account of final dividend for fiscal 2022 and interim dividend for the fiscal 2023.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is available on the Company''s website at www.tdps.co.in.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF)

a) DIVIDEND REMITTED

During the year the Company transferred dividend which remained unclaimed/unpaid for a period of seven years to IEPF as below:

Year	2014-15
Nature of dividend	Final
Dividend per share	'' 2.645/-
Date of Declaration	23.09.2015
Date of Transfer to IEPF	15.11.2022
Amount	'' 17,396/-

b) SHARES TRANSFERRED

During the year, the were no share required to be transferred to IEPF on account of dividend remained unclaimed for seven consecutive years from the date of declaration, in accordance with IEPF Rules.

CHANGES IN SHARE CAPITAL & THE COMPANY''S TDPSL EQUITY BASED COMPENSATION PLAN 2019 (PLAN)

The Board of Directors of the Company at its meeting held on August 30, 2022 approved sub-division of Equity Shares of the Company and the same was also approved by the members at their Annual General Meeting held on September 27, 2022 consequently one equity share having face value of '' 10/- each has been divided into five equity shares having face value of '' 2/- each w.e.f. November 01, 2022 (record date for sub-division). Capital clause of the Memorandum of Association has been amended accordingly.

Consequent upon the aforesaid sub-division of equity shares of the Company, an appropriate adjustment as stated in clause 4 of TDPSL Equity Based Compensation Plan 2019 was made in the number of stock options and number of ESARs that have been granted & yet to be exercised such that each such stock option and ESAR shall stand converted into 5 stock options and 5 ESARs as the case may be and the respective price of each stock option and ESAR shall be one

fifth (1/5) of the exercise price fixed at the time of grant of such options and ESARs.

The paid up Equity Capital of the Company as on March 31, 2023 was '' 31,20,85,270 (comprising 15,60,42,635 Equity Shares having face value of '' 2/- each) as compared to '' 31,10,34,980 (comprising 3,11,03,498 Equity Shares having face value of '' 10/- each) as on March 31, 2022.

During fiscal 2023:

a) Stock Options (ESOP):Before sub-division of Company''s equity shares 1,24,495 stock options were exercised against which equivalent number of equity shares of '' 10/- each were transferred by the TDPSL Employee Welfare Trust in terms of the Plan to the respective ESOP grantees. However, post sub-division, 163,270 stock options (after appropriate adjustment as stated above) have been exercised against which equivalent number of equity shares having face value of '' 2/- each has been transferred to the ESOP grantee by the TDPSL Employee Welfare Trust.

b) Stock appreciation Rights (ESARS): Before sub-division of Company''s equity shares 1,05,029 equity shares having face value of '' 10/- each were issued & allotted under the Plan on account of exercise of119,600 ESARs by grantees.

The plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âRegulationsâ). A certificate from Secretarial Auditors'' of the Company that the plan is implemented in accordance with the said Regulations has been obtained and it shall be made available at the ensuing Annual General Meeting for inspection by member. The applicable disclosure as stipulated under the Regulations with respect to the plan is disclosed in Annexure 10 to the report and available on the website of the Company at www.tdps.co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, investments, guarantees and securities along with the purpose for which such loan or guarantee or security is provided are disclosed in Note number 5 &6 to the Financial Statements for the year ended March 31 2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval is obtained for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does exceed the limit of Rs.1 Crore per transaction, in a

financial year. The Audit reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.

All transactions with related parties entered into during the fiscal 2023 were at arm''s length basis and in the ordinary course of business. During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act, however the details of material transaction in term of Company''s policy for determining material related party transaction and Regulation 23 of SEBI Listing Regulations is disclosed in Form AOC-2 and is appended as Annexure 2 to the Report. The said policy is available on the Company''s websitewww.tdps.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of LODR, a Report on Corporate Governance along with Compliance Certificate issued by Practicing Company Secretary is attached as Annexure 9 and forms an integral part of this Report (hereinafter referred to as âCorporate Governance Reportâ).

DECLARATION BY INDEPENDENT DIRECTOR

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of

the board and separate its functions of governance and management.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Company''s website www.tdps.co.in. There has been no change in the policy since the last fiscal year. We affirm that, remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Details of Policy on directors'' appointment and remuneration form part of the Corporate Governance Report - Annexure 9.

SUBSIDIARIES

As on March 31, 2023, the Company has five (5) wholly owned subsidiaries - DF Power Systems Private Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the United States of America, TD Power Systems Japan Limited, in Japan, TD Power Systems Europe GmbH in Germany and TD Power Systems Jenerator Sanayi AnonimSirketi in Turkey. Each of the above subsidiaries are directly owned 100% by TD Power systems Limited.

During the year, the Board of Directors reviewed the affairs of the said subsidiaries every quarter. In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statements including all the said subsidiaries which form part of this Report. Further, a statement containing the salient features of the financial statements of the said subsidiaries in the prescribed format Form AOC-1 is appended as Annexure 1 to the Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.tdps.co.in. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India.

A review of the operations of the subsidiaries is as follows: INDIAN SUBSIDIARY

In line with the decision to scale down operations & exit completely from business, no operations were undertaken in this subsidiary during the fiscal under Report. The total Income (other Income) for the year was '' 4.04 lakhs from Interest on deposits with bank. After accounting for other

fixed costs, the earnings before interest, tax, depreciation & amortization including other income and exceptiona item amounts to a loss of '' 7.16 lakhs. Due to an exceptional item as per note 13 to the financial statements of this Company, the profit after tax including exceptional item is '' 55.62 lakhs as against '' 762.26 lakhs in the previous year ended March 31, 2022.

Net worth of the Company as at March 31, 2023 continues to be positive owing to substantial reduction of accumulated losses.

US SUBSIDIARY

The operations of this Company during the fiscal 2023 resulted in a total revenue of '' 4,834.63 Lakhs including other income of '' 53.74 as compared to '' 3095.07 Lakhs in Fiscal 2022. The profit after tax for the year is '' 388.08 Lakhs in fiscal 2023 as compared to '' 181.91 Lakhs in fiscal 2022. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2023 is '' 345.48 Lakhs as compared to '' 135.22 Lakhs in fiscal 2022. During the fiscal 2023 this subsidiary has repaid $ 3,00,000 as compared $ 50,000 in fiscal 2022 which was provided as loan by the Holding Company.

Market for TDPS Generators in North America, Central America and South America continues to improve compared to previous year. Overall acceptance of TDPS generators is growing and nearly complete with the major OEM''s and packagers in this region. Majority of customers are satisfied with TDPS pricing, lead times and overall support.

Owing to the current world situation and the immense pressure due to high energy cost, some loosening is expected in some critical markets such as Oil & Gas, onshore pipelines, fracking and offshore drilling/production, meaning more opportunity for this Company.

Projects which were on hold due to Covid 19 situation are being executed gradually. Renewables market remains very soft with very limited new hydro projects in North America and limited Geothermal opportunities. Solar and wind not yet open to our products. Majority of Hydro activity continue as rehabilitation of existing facilities and equipment, throwing up a potential opportunity going forward. During the year, new customers were added & special project machines were also supplied by the company.

Steam and Gas markets present growth opportunities. In the ongoing year, growing Co gen projects, hydrogen plants, projects related to sugar, ethanol, paper, water and Oils and & replacement machines present good opportunities in the Steam generator market & efforts are on to maximize

opportunities in these areas with captive OEM''s and Packagers. In the Gas market, higher volume of approved products for mobile applications with existing customers, push for increased participation in land based project with new machines and certain new projects including replacement. During the year, development is made on establishing customer base for synchronous and induction motors and induction generators. The effort is also made to build presence of our products in market with existing customer. The Company is reporting growing activity level with increased volume of offers going out and it is anticipated that order intake will grow in ongoing year as well.

JAPAN SUBSIDIARY

The subsidiary incorporated in March 2013 was scaled down in fiscal 2017 since conducting business through a branch of the Company was considered expedient in view of the operational convenience and business requirements & accordingly no business has been carried on in TDPS Japan since March 2022. The loss after tax for the fiscal 2023 was '' 10.20 lakhs as compared to '' 10.88 lakhs in fiscal 2022. The total comprehensive loss (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2023 is '' 8.23 lakhs as compared to '' 12.37 lakhs in fiscal 2022.

Considering the above an application to liquidate the TD Power Systems Japan Limited (TDPS Japan) was filed with appropriate statutory authorities in Japan and the TDPS Japan has been voluntary liquidated and ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate received from the Tokyo Legal Affairs Bureau.

GERMAN SUBSIDIARY

The total revenue for the fiscal 2023 is '' 9,252.73 Lakhs as compared to '' 8,766.42 Lakhs in fiscal 2022. Profit before ax is '' 164.97 Lakhs in fiscal 2023 as compared to '' 264.71 Lakhs in fiscal 2022. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2023 is '' 118.06 Lakhs as compared to '' 161.87 Lakhs in fiscal 2022.

The gas engine generators market continues to experience robust growth and a strong order book, indicating a promising outlook for this sector. The steam turbine generators sector remains strong with numerous projects within Europe and OEMs expanding their offerings to projects outside of Europe. Additionally, the hydro turbine generator sector has shown significant improvement, attracting new customers and boasting a strong order book for installations in Turkey and South East Asian countries,

facilitated by European OEMs. We have received a breakthrough order from WWS Wasserkraft, an Austrian-based company. We are supplying 2 units of 3MW, 14-poles generators to WWS Wasserkraft for installation in Indonesia. Another notable project is a drop-in replacement of 24MW, 4-poles competitor''s Geothermal generator to Maren Energy in Turkey. Maren Energy is one of the major companies with large number Geothermal power plants in Turkey. Furthermore, we have also garnered interest from other customers, and negotiations are currently underway for potential orders. The positive response from these customers reflects the strong reputation and appeal of our products in the market.

TURKEY SUBSIDIARY

In The total revenue for the fiscal 2023 is '' 2,759.51 Lakhs compared to '' 6,592.89 Lakhs in fiscal 2022. The profit before tax in fiscal 2023 is '' 263.89 Lakhs as compared to '' 493.24 Lakhs in fiscal 2022. The total comprehensive loss (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2023 is '' 48.53 Lakhs as compared to '' 357.10 Lakhs in fiscal 2022 mainly due to foreign exchange translation Loss of '' 180.42 Lakhs which is notional in nature due to sharp depreciation of Turkish Lira to Indian Rupee from '' 5.15 (TL to INR) at the beginning of the year to '' 4.29 (TL to INR) at the end of year, a drop of 20%.

There have been recent revisions to the incentive schemes in Turkey, leading to a more favourable environment for the local production market. The geothermal sector is expected to experience a substantial upturn, as incentives have been extended up to 15 years. Furthermore, there are anticipated incentives for the waste-to-energy market, which is projected to witness a rise in the near future. TDPS has established a good reputation in the market and is now opening up projects to TDPS India for imported generators where local generators are not required. Overall, the number of projects in Turkey has been on an increasing trend over the past year.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the Fiscal ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the Fiscal and of the profit and loss 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 this Act for safeguarding the assets of the Company and for p r e v e n t i n g a n d d e t e c t i n g fr a u d a n d o t h e r irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

BOARD OF DIRECTORS'', COMMITTEES & MEETINGS

The details of composition of the Board and its committees is disclosed in the Report on Corporate Governance forming part of this Report. In compliance of the Companies Act, 2013 and SEBI LODR, the Company has five (5) Committees of the Board as on March 31, 2023 i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

During the fiscal 2023, Board and Committee meetings were held as prescribed. The details of such meetings are given in the Corporate Governance Report that forms part of this Report. As prescribed by the Companies Act, 2013 the maximum gap between any two meetings of the Board did not exceed 120 days.

Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Mohib N Khericha (DIN: 00010365) retires by rotation at the ensuing

24th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Mr. Mohib N Khericha, aged 71 years, is a Chartered Accountant by qualification. He is the Non - Executive Chairman of the Company since July 5, 2001. He is a Chartered Accountant with over four decades experience in capital structuring, restructuring, financial management and loan syndication. He ventured into merchant banking in the year 1994. As on date, Mr. Mohib N Khericha does not hold Equity Shares of the Company. He has attended 4 out of 5 Board Meetings of the Company held during fiscal 2023.

He is also a Non-executive Chairman of the Company''s wholly owned subsidiary DF Power Systems Private Limited. He is not related to any other Director of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Nikhil Kumar, Managing Director, Ms. M N Varalakshmi, Chief Financial Officer and Mr. Bharat Rajwani, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2023.

During the year, Mr. Bharat Rajwani was appointed as Company Secretary & Compliance Officer of the Company with effect from February 18, 2023 in place of Mr. N Srivatsa, who superannuated from services of the Company with effect from the close of business hours of February 17, 2023.

RISK MANAGEMENT

AUDITORS & REPORTS STATUTORY AUDITORS

M/s. Varma & Varma, Chartered Accountants, Bengaluru were re-appointed as Statutory Auditors of the Company at the 23^rdAnnual General Meeting (AGM) held on September 27, 2022 for a period of 5 years, commencing from the conclusion of 23^rdAGM till the conclusion of 28^thAGM.

The Auditors'' Report on the financial statements for the fiscal 2023 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud

committed against the Company by its officers or employees during the year reportable by the Auditors in terms of Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR

The Secretarial Auditors'' Report for the fiscal 2023 does not contain any qualification, reservation or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year. The Secretarial Auditors'' Report is enclosed as Annexure 7 to the Report in this Annual Report.

As provided in the Listing Regulations/LODR, the certificate on corporate governance and Directors appointment and continuation on the Board of Directors forms part of the Corporate Governance Report. The certificate on corporate governance issued by Mr. Sudhir V. Hulyalkar practicing Company Secretary does not contain any qualification, reservation or adverse remark.

COST AUDITOR, COST ACCOUNTS AND RECORDS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore were appointed as Cost Auditors of the Company for the fiscal 2023. In terms of Section 148 of the Companies Act 2013, the Company has maintained cost accounts for the year ended March 31, 2023 as prescribed which are subject to a Cost Audit.

DISCLOSURE

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with 134(3) of the Companies Act, 2013, the Annual Return as of March 31, 2023 is made available on the website of the Company at www.tdps.co.in.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the fiscal 2023 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in the Annexure 3 forming part of this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

PARTICULARS OF EMPLOYEES

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

SECRETARIAL STANDARD

The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state as follows :

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. Details of shares issued during this fiscal 2023 under TDPSL Equity Based Compensation Plan 2019 has been disclosed in the director report and no sweat equity shares were issued.

4. There were no deposits covered under Chapter V of the Companies Act, 2013.

5. During the year no loan has been given by the Company to the TDPSL Employee Welfare Trust for purchase of its own shares under TDPSL Equity Based Compensation Plan 2019.

6. The Managing Director draws a part of his remuneration from TD Power Systems Europe Gmbh.

7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. During the fiscal 2023 the Company has not transferred any amount to reserve.

GREEN INITIATIVE

As part of this initiative, hitherto soft copies of the Annual Report and the Notice of Annual General Meeting were sent to all members whose email addresses are registered with the Company/Depository Participants. Physical copies of the same were sent in the permitted mode only to members whose email addresses were unavailable.

Further MCA General Circular No.10/2022 dated December 28, 2022 and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 exempts companies from the provision of dispatching hard copies of annual report for this fiscal 2023, Accordingly, soft copies of the Annual Report 2023 and the Notice of the General meeting will be emailed to shareholders, However, hard copy of full annual report will be sent to those shareholders who request for the same. Members whose email id is not registered with the Company may write to investor.relations@tdps.co.in or prathan.shetty@linkintime.co.infor obtaining the soft copy of the Annual Report and Notice of AGM.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the contribution and support of the employees at all levels. They also place on record their appreciation of the continued support and faith extended during the year by the Company''s customers, suppliers, bankers and shareholders.

Mar 31, 2018

Dear Members

The Directors present the Nineteenth Annual Report (Boardsâ Report) together with the Audited Financial Statements of the Company (Company or TDPS) for the financial year ended March 31, 2018.

Financial Results

	For the year ended March 31, 2018 (Rs. in Lakhs)	For the year ended March 31, 2017 (Rs. in Lakhs)
Revenue from operations & other Income	45,173.17	41,776.88
Revenue from operations & other Income (net of excise duty)	44,884.19	38,740.20
Earnings before interest, tax, depreciation & amortization including other income and exceptional item	5,079.12	3,290.43
Finance cost	662.13	406.17
Depreciation & amortization	2,705.54	2,772.21
Profit before Tax (PBT) including exceptional item	1,711.45	112.05
Tax expense	472.16	71.90
Profit after Tax (PAT) including exceptional item	1,239.29	40.15
Other Comprehensive Income	10.22	(22.15)
Total Comprehensive Income including exceptional item	1,249.51	18.00

Note: The above figures are extracted from the standalone financial statement of the company

The total income is Rs.44,884.19 lakhs (net of excise duties) in Fiscal 2018 as compared to Rs.38,740.20 (net of duties) in Fiscal 2017 was higher by 16%.. Net sales from manufacturing business was Rs.37,129.32 lakhs compared to Rs.30,914.56 lakhs in Fiscal 2017 contributing 82.72% of our Total Income in Fiscal 2018. Net sales from our Project Business was Rs.6,144.28 lakhs compared to Rs.6,031.46 Lakhs in Fiscal 2017 contributing 13.62% of our Total Income in Fiscal 2018.

Exports and deemed exports continued contribute 68% of manufacturing Revenue in Fiscal 2018 reflecting our focus on growing our overseas markets. Your company continues to add new customers in steam, gas turbine, hydro & diesel segments in Europe, Japan and India. A long term order in the traction segment has been concluded during the year for supply traction motor components to a Multinational company in India.

Earnings Before interest, tax, depreciation & amortization including other income and exceptional item (EBITDA) increased by Rs.1788.69 lakhs or 54.36% to Rs.5079.12 Lakhs in Fiscal 2018 as compared to Rs.3,290.43 Lakhs in Fiscal 2017. Profit before tax and exceptional item increased by Rs.1,599.40 Lakhs to Rs.1711.45 Lakhs in Fiscal 2018 from Rs.112.05 Lakhs in Fiscal 2017. Profit after tax including exceptional item increased by Rs.1199.14 Lakhs, to Rs.1239.29 Lakhs in Fiscal 2018 from Rs.40.15 Lakhs in Fiscal 2017. Total comprehensive income including exceptional item increased by Rs.1231.51 Lakhs in Fiscal 2018.

The pending orders as of March 31, 2018 are Rs.10,475.52 lakhs comprising of both manufacturing Rs.10,048.67 lakhs including order for railway business of Rs.7,495 Lakhs and project business of Rs.426.85 lakhs.

The net worth of the Company stands at Rs.48,676.55 lakhs with the accretion of Rs.529.44 lakhs to total reserves during the year.

No material changes & commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this report.

On consolidated basis, total income is Rs.45,075.95 lakhs (net of excise duties) in Fiscal 2018 as compared to Rs.40,014.81 (net of duties) in Fiscal 2017 was higher by 13%. Earnings Before interest, tax, depreciation & amortization including other income (EBITDA) decreased by Rs.417.36 lakhs to Rs.2,424.46 Lakhs in Fiscal 2018 as compared to Rs.2,841.82 Lakhs in Fiscal 2017. Loss before tax increased by Rs.594.37 Lakhs to Rs.952.39 Lakhs in Fiscal 2018 from Rs.358.02 Lakhs in Fiscal 2017. Loss after tax increased by Rs.999.80 Lakhs, to Rs.1,442.44 Lakhs in Fiscal 2018 from Rs.442.64 Lakhs in Fiscal 2017. Total comprehensive loss increased by Rs.973.15 Lakhs in Fiscal 2018.

Dividend

The Board has recommended a dividend of Rs.1.80 per equity share for the year ended March 31, 2018 as the same declared for the year ended March 31, 2017. This Dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting (AGM). The dividends will entail a payout of Rs.720.07 lakhs including dividend distribution tax of Rs.121.80 lakhs.

Particulars of contracts or arrangements made with related parties

Your Company has formulated a policy on related party transactions which is available on Companyâs website www.tdps.co.in. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 the Boardsâ Report.

Management Discussion & Analysis

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called as LODR / Listing Regulations) the Management Discussion & Analysis report covering operations, performance & outlook of the Company is attached as Annexure 9 to the Boardsâ Report.

Corporate Governance Report

In terms of Regulation 34 read with Schedule V of LODR, a Report on Corporate Governance along with Compliance Certificate issued by Practicing Company Secretary is attached as Annexure 10 and forms an integral part of this Report (hereinafter referred to as âCorporate Governance Reportâ).

Note on Board evaluation, Board Diversity Policy, Training of independent directors - familiarization of directors, Whistle Blower policy / Vigil mechanism, Nomination and Remuneration policy form part of the Corporate Governance report.

Declaration by Independent Director

The Company has received necessary declaration from Independent Directors under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

Policy on Directorsâ appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board and separate its functions of governance and management.

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Companyâs website www.tdps.co.in. There has been no change in the policy since the last fiscal year. We affirm that, remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Details of Policy on directorsâ appointment and remuneration form part of the Corporate Governance report - Annexure 10.

Subsidiaries

As on March 31, 2018, the Company has five (5) wholly owned subsidiaries - DF Power Systems Private Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the United States of America, TD Power Systems Japan Limited, in Japan, TD Power Systems Europe GmbH in Germany & TD Power Systems Jenerator Sanayi Anonim Sirketi in Turkey. Each of the above subsidiaries is directly owned 100% by TD Power systems Limited.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statements including all the said subsidiaries which is forming part of this Report. Further, a statement containing the salient features of the financial statement of the said subsidiaries in Form AOC-1 is appended as Annexure 2 of the Boardsâ Report.

A review of the operations of the subsidiaries is as follows: Indian Subsidiary

During the year ended March 31, 2018, DF Power Systems Private Limited did not conduct any activities except the residual activities in respect of completed projects in respect of EPC contracts undertaken by it. For the year ended March 31, 2018, this company incurred a loss of Rs.2,303.16 lakhs in the absence of operating revenue. Networth of the Company as at March 31, 2018 is negative, The Company is evaluating further business proposals to render engineering services to utilize the tax credits and is negotiating with trade creditors for settlement with remission/reduction in liability on account of product warranty on equipment supplied by them ,which will reduce the negative networth.

US Subsidiary

The operations of this subsidiary have seen a revival during the year. The Marketing team has been strengthened resulting in improved market reach & increased orders. . The operations of this Company during the year under report have resulted in revenue of Rs.1,110 lakhs as compared to Rs.1,862 lakhs in Fiscal 2017. The loss before tax is Rs.217 lakhs in Fiscal 2018 as compared to Rs 95 lakhs in fiscal 2017.

Japan Subsidiary

Major activities of this subsidiary have been conducted through the Companyâs Branch office at Japan and accordingly there were no revenue in Fiscal 2018. Loss before tax is Rs.112 lakhs in Fiscal 2018 as compared to profit of Rs.4 lakhs in Fiscal 2017.

German Subsidiary

TDPS Europe has enhanced our market outreach in Europe improving access to European customers with potential to grow our order pipeline. Hydro has been the biggest contributor to the sales in 2017 - 18 with 85% of the total sales. New customers have been added in steam, hydro and gas segments. TDPS Europe continues to improve access to European customers with potential to grow our order pipeline. The revenue for the year 2017-18 is Rs. 2,571 lakhs as compared to Rs 162 lakhs in fiscal 2017. Loss before tax is Rs. 2.70 lakhs in Fiscal 2018 as compared to Rs. 281 lakhs in Fiscal 2017.

Turkey Subsidiary

TD Power Systems Jenerator Sanayi Anonim Sirketi was incorporated in Turkey in June 2017 to manufacture AC Generators for the Turkish market. Efforts are on to identify local partners and suppliers who will partner with the company in producing the Turkish made generators meeting the local content requirements. Certain orders are under negotiation &the company is well placed to bag these orders for delivery in March 2019. As of March 31, 2018 Rs 33 Lakhs has been invested as capital in the company to fund pre-operative expenses.

Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended March 31, 2018, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operations.

Directorsâ Responsibility Statement

Pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, it is hereby confirmed that

a. In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Board of Directorsâ & Key Managerial Personnel

Consequent on retirement from services of the Company, Mr K. G. Prabhakar ceased to be whole time Director from closing of business hours of June 27, 2018. As a non-whole time Director, he is liable to retire by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

Ms. Prathibha Sastry was appointed as an Additional Director of the Company effective September 27, 2017, pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 134 of the Article of Association of the Company, to hold the office of director up to the date of this AGM i.e. September 26, 2018.

Pursuant to the recommendations of the Nomination & Remuneration Committee of the Board, Ms. Prathibha Sastry is to be appointed as Director of the Company pursuant to Section 152 of the Companies Act 2013, to hold office as an Independent Director in terms of Section 149(10) of the Companies Act, 2013 and rules made thereunder for a fixed initial term of five years up to September 26,2022 (effective from September 27, 2017).

A brief resume and other details of Mr. K.G. Prabhakar, Ms. Prathibha Sastry, Mr. Nithin Bagamane and Ravi Kanth Mantha as required under the Listing Regulations, Companies Act, 2013 and Secretarial Standard form part of Corporate Governance Report/Notice of 19th AGM.

Ms. Nandita Lakshmanan and Mr. Arjun Kalyanpur, Independent Directors of the Company have resigned as directors with effect from August 10, 2017 and January 10, 2018 respectively due to professional pre-occupation. Your directors place on record their sincere appreciation of valuable service rendered by Ms. Nandita Lakshmanan and Mr. Arjun Kalyanpur during their tenure as directors of the Company.

Risk Management Policy

Pursuant to Section 134(n) of the Companies Act, 2013, a Risk Management Committee of the Board of Directors of the Company has been constituted. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of this report.

While the Company has identified certain major risks and initiated appropriate measures to mitigate the said risks, steps to strengthen the risk management framework has been initiated.

Audit Report

- The Auditorsâ report for the fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. During the year under review, the Auditors have not reported any fraud in terms of Section 143(12) of the Companies Act, 2013.

- The Secretarial Auditorsâ report for the fiscal 2018 does not contain any qualification, reservation or adverse remark. The Secretarial Auditorsâ Report is enclosed with Annexure 8 to the Board Report in this Annual Report.

- As provided in the Listing Regulations/LODR the certificate on corporate governance is enclosed to the Boardâs report. The said report does not contain any qualification, reservation or adverse remark.

Auditors

Statutory Auditors

M/s. Varma & Varma, Chartered Accountants (Firm Registration No:004532S) have been appointed as the Statutory Auditors of the Company for a period of five Years from the conclusion of the previous Annual General Meeting held on September 27, 2017 till the conclusion of the 23rd Annual General Meeting of the Company. The requirement of ratification of Statutory Auditors at every Annual General Meeting of the Company has been dispensed by the Companies Amendment Act 2017.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board has appointed Mr. Sudhir V Hulyalkar, Practicing Company Secretary, Bangalore, as the Secretarial Auditor for the Financial Year 2018-19.

Cost Auditor

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy & Associates, Cost Accountants, Bangalore have been appointed as Cost Auditors of the Company for the Financial Year 2018-19.

Disclosure

Extract of the Annual Return

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 1 to the Boardsâ Report.

Number of Board Meetings

The Board met five times during the Financial Year 2017-18. The details of which are given in the Corporate Governance report that forms part of this Annual Report. The maximum gap between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2018 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in the Annexure 4 forming an integral part of this Board Report.

Particulars of Loans, Guarantees or Investments

Loans and investments covered under Section 186 of the Companies Act, 2013 during the financial year 2017-18 are as follows

Nature of Transaction	Date of Board Resolution/ Transaction	Name of the person to whom it is made	Amount	Purpose
Loan	06/08/2015 13/04/2017 03/08/2017	TD Power Systems (USA) Inc.	USD 1,00,000 USD 2,00,000	Working Capital
Loan Capital	02/02/2017 27/04/2017 03/08/2017 05/09/2017	TD Power Systems Europe GmbH	Euro 1,00,000 Euro 1,00,000 Euro 2,00,000	Working Capital
Capital	18/05/2017 15/06/2017 10/08/2017 25/10/2017 31/01/2018	TD Power Systems Jenerator Sanayi Anonim Sirketi	USD 3,700 USD 10,650 USD 25,000 USD 12,000	Establishment of the company & operating expenses

Particulars of employees

The ratio of the remuneration of each whole- time Director and Key Managerial Personnel (KMP) to the median of employeesâ remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 5 to this Board Report.

Additionally, the following details form part of Annexure 6 to the Boardsâ report

- Details of employees in receipt of a remuneration of Rs. 1.02 crore or more per year

- Statement containing the name of top 10 employees in terms of remuneration drawn

None of the employees is in receipt of a remuneration of Rs.8.5 lakhs or more a month for part of the year.

None of the employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Committees of the Board

According to the Companies Act, 2013 and SEBI LODR the Board has five (5) Committees as on March 31, 2018 i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The detailed note on composition of the Board and its committees is disclosed in the Report on Corporate Governance forming part of this report.

Corporate Social Responsibility Committee

The Board has a Corporate Social Responsibility (CSR) Committee which ascertains the activity to be undertaken by the Company. The details of Composition of CSR Committee, terms of reference and annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure 7 and forms an integral part of this Report.

Your Companyâs Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at www.tdps.co.in.

General

Your Directors state as follows

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. There was no issue of shares including as sweat equity shares or employee stock options.

4. There were no deposits covered under Chapter V of the Companies Act, 2013.

5. No money has been provided by the Company for purchase of its own shares by employees or by trustees for the benefit of employees.

6. No subsidiaries have paid remuneration to Managing Director.

7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Green Initiative

Electronic copies of the Annual Report 2017-18 and the Notice of the 19th Annual General Meeting will be sent to all members whose email addresses are registered with the Company/Depository Participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Acknowledgement

Your Directors place on record their appreciation of the contribution and support of the employees at all levels. They also place on record their appreciation of the continued support and faith extended during the year by the Companyâs customers, suppliers, bankers and shareholders.

For and on behalf of the Board of Directors

Bangalore Mohib N. Khericha

May 23, 2018 Chairman

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the Sixteenth Annual Report (Boards' Report) together with the audited Financial Statements of the Company for the year ended March 31, 2015.

Financial Results

For the year For the year ended ended March 31,2015 March 31,2014 (Rs.in Lakhs) (Rs.in Lakhs)

Revenue from operations & other 42,195.06 38,438.88 Income

Operating Profit (EBITDA) 5,472.94 6,370.93

Finance cost 371.99 360.48

Depreciation & amortization 2,800.60 1,459.94

Profit before Tax (PBT) 2,300.35 4,550.51

Tax expense 604.06 1,151.66

Profit after Tax (PAT) 1,696.29 3,398.85

Add: Surplus brought forward from 20,627.58 18,471.97 the Previous Year

Less: Depreciation on Opening 152.26 - balance

Available for appropriation 22,171.61 21,870.82

Appropriations

Provision for Dividends and Tax 1,059.13 894.39 thereon

Transfer to General Reserves 200.85 348.85

Surplus carried to Balance Sheet 20,911.63 20,627.58

Review of Operations

Even as the market sentiments seemed surcharged with the installation of the new government, no tangible change was witnessed in the business environment during Fiscal 2015. The much expected kick start of investments and consequent industrial growth resulting in an improvement in order book was belied. The capital goods industry was subdued belying expectations of a recovery. The core sector of power, cement, steel, oil & gas was sluggish resulting in virtually no expansion in these sectors affecting order flows to the capital goods sector. The world economy continued to be slow and did not instill confidence.

In these challenging circumstances, your Company increased its revenue from operations by Rs. 3,756 lakhs in Fiscal 2015- a rise of about 9.77% on the back of a moderate growth of 18% in orders. Net sales from manufacturing business at Rs. 35,609.12 Lakhs, increased by Rs. 4,773.06 Lakhs, a growth of 15.48% in Fiscal 2015, contributing 84.39% of our Total Income in Fiscal 2015, as compared to 80.22% in Fiscal 2014. Net sales from our Project Business at Rs. 4,867.40 Lakhs increased by Rs. 284.55 Lakhs, a subdued growth of 6.21% in Fiscal 2015 contributing 11.54% of our Total Income as compared to 11.92% in Fiscal 2014.

Exports and deemed exports contributed 66% of Revenue as compared to about 49% in the previous year which reflects our continuing focus on growing our overseas markets. Steam generators contributed 46% of the turnover followed by Hydro generators at 27%. Considering the dismal state of the domestic market, overseas markets have assumed great significance in growing the Companies business year on year and the initiatives undertaken by the Company in the last 3-4 years in seeding these markets are yielding good results encouraging us to enlarge our presence in select markets overseas.

Earnings Before interest, tax, depreciation & amortization (EBITDA) lower by 14.10% at Rs. 5,472.94 Lakhs as compared to Rs. 6,370.93 Lakhs in the previous year due to lower realizations on account on Euro & JPY devaluation. The Profit after tax decreased by Rs. 1,702 lakhs to Rs. 1,696.29 Lakhs as compared to Rs. 3,398.85 Lakhs, a decrease of 50% over previous year mainly due to a higher depreciation and amortization charge of Rs. 2,800.60 lakhs an increase of Rs. 1,340.66 Lakhs or 91.83% over previous year due to increased capitalization of fixed assets, change in the useful life of the asset as prescribed under the Companies Act, 2013 ("Act") and amortization of technical know as per accounting policy of the Company.

The pending orders as of March 31, 2015 are Rs. 40,651.20 lakhs comprising of both manufacturing (Rs. 33,937.50 lakhs) and project business (Rs. 6,713.70 lakhs).

The net worth of the Company stands at Rs. 49,128.13 lakhs with the accretion of Rs. 484.89 lakhs to total reserves during the year. No material changes & commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this report.

Dividend

The Directors have recommended a dividend of Rs. 2.645 per equity share (an increase of 15%) for the year ended March 31, 2015 as against Rs. 2.30 per equity share for the year ended March 31, 2014. This Dividend is subject to approval of the shareholders at the forth coming Annual General Meeting. The dividends will entail a payout of Rs. 1,059.13 lakhs including dividend distribution tax of Rs. 179.99 lakhs.

Management Discussion & Analysis

Pursuant to clause 49 of the listing agreement with the stock exchanges, the Management Discussion & Analysis report covering operations, performance & outlook of the Company is annexed as Annexure 9 to the Boards' Report.

Corporate Governance Report

A separate report on Corporate Governance is included in the Annual Report as Annexure 10 to the Boards' Report. The certificate from a Practicing Company Secretary, regarding the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges forms part of the said Report.

Note on Board evaluation, Board Diversity Policy, Training of independent directors -familiarization of directors, Policy on directors' appointment and remuneration, Whistle Blower policy / Vigil mechanism, Nomination & Remuneration policy form part of the Corporate Governance report (Annexure 10).

Subsidiaries

As on March 31, 2015, the Company has 3 wholly owned subsidiaries - DF Power Systems Private Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the United States of America and TD Power Systems Japan Limited, in Japan.

In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all the said Subsidiaries which is forming part of this Report. Further, a statement containing the salient features of the financial statement of the said subsidiaries in Form AOC-1 is appended as Annexure 2 to the Boards' Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.tdps.co.in. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India.

A review of the operations of the subsidiaries as follows

Indian Subsidiary

During the year ended March 31, 2015, the weakness in order inflow both BTG / EPC projects continued to impact the performance of the Wholly Owned Subsidiary (WOS) DF Power Systems Private Limited. The orders for Thermal Power Market -15MW-150MW, the Company's mainstay was dismal in the year. Thermal Power Private EPC Companies reflected stress in domestic market and certain large players accepted orders merely in the hope of an improved market in future. Though there seemed some market traction starting in Small Power Plants (< 10MW) pricing was an issue. The Cement waste Heat recovery based Power plants, which was seen as an innovative option was cooling off due to lower fuel costs and longer payback periods. Thus, the overall scenario for power projects was rather dismal, the orders in the market were limited and at suboptimal prices prompting the Company to stay away from active bidding for projects.

The difficult market conditions continued to affect revenues and profitability of the Company. Though revenue of Rs. 16,479.99 lakhs for the year ended March 31, 2015 was higher as compared to Rs. 1,3034.71 lakhs for year ended March 31, 2014,this company incurred a net loss of Rs. 1,773.43 lakhs for the year as compared to a loss of Rs. 668.16 lakhs in the previous year. Considering the uncertain market situation, the company's ability to operate viably and profitably, a decision was taken by its Board to disengage from BTG/ EPC projects, scale down the business after completion of the existing projects and review as and when opportunities emerge in future.

US Subsidiary

The seeding efforts in the USA through TD Power Systems (USA) Inc. have not borne fruit in the year under Report and the necessity of having an overseas sales office in the USA is under review. The operations of this company during the year under report have resulted in revenue of USD 20.92 lakhs (Rs. 1,287.5 lakhs) and a loss of USD -2.54 lakhs (Rs. -145.571 lakhs).

Japan Subsidiary

TD Power Systems Japan Limited was incorporated to support the Company's efforts to grow TG Island business in Japan. Due to the dismal market conditions in India and sluggish global economic scenario, the primary activity of TG Island business continued to witness severe stress further compounded by the strengthening of Japanese yen. The operations of this company during the year under report have resulted in revenue of JPY 9,288.21 lakhs (Rs. 5,170.51 lakhs) and a profit after tax of JPY Rs. 263.14 lakhs (Rs. 141.27 lakhs). The Company's order book as of March 31, 2015 stands at JPY 8,780.03 (Rs. 4,555.10 lakhs).

Internal Financial Control

The Company has established adequate internal control system, commensurate with the nature of its business and size of its operations in order to ensure quality and reliability of underlying processes focused towards achieving operational efficiency, reliability of financial data and safeguarding of assets. Internal Financial control system ensures that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets of the Company. Internal controls are evaluated by the external/internal Auditors and supported by Management reviews. All audit observations and follow up actions thereon are initiated for resolution by the Finance Function and reported to the Audit Committee.

Directors' Responsibility Statement

Pursuant to clause (c) of sub section (3) of section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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;

c. 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;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

Board of Directors & Key Managerial Personnel

Board of Directors ("The Board")

As per the provisions of the Companies Act, 2013, Mr. Mohib N. Khericha retires at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

During the Financial Year 2014-15, in compliance of relevant provisions of the Companies Act, 2013 and Rules thereunder, Mr. Nitin Bagamane, Dr. Arjun Kalyanpur, Ms. Nandita Lakshmanan and Mr. Ravi K Mantha the existing Independent Directors were appointed as Independent Directors of the Company, at the Annual General Meeting of the Company held on August 12, 2014. The details of the terms & conditions of their appointment are available on the website of the Company(www.tdps.co.in) in compliance of the revised Clause 49 of the Listing Agreement.

The said Independent Directors have given declaration stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Hitoshi Matsuo, Non-Executive / Non Independent Director, has tendered resignation as Director of the Company effective from closing of business hours on February 21, 2015. The Board places on record its appreciation for the services rendered by Mr. Hitoshi Matsuo during his tenure with the Company.

On the recommendation of the Nomination and Remuneration committee, the Board of Directors of the Company appointed Mr. K G Prabhakar as Director (Category-Non Independent/Executive) of the Company with effect from May 20, 2015 in the casual vacancy caused by the resignation of Mr. Hitoshi Matsuo. Mr. K.G. Prabhakar is a Chartered Accountant with over 28 years of work experience in corporate finance, Accounting and taxation and is associated with the Company since 2001. Currently he is the Chief Financial Officer (CFO) of the Company.

Key Managerial personnel

Mr. Nikhil Kumar, Managing Director, Mr. K. G. Prabhakar, Chief Financial Officer and Mr. N. Srivatsa, Company Secretary are deemed to be Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013 and Rules thereunder and they were already in office before the commencement of the Companies Act, 2013.

Risk Management Policy

Pursuant to the revised Clause 49 of the Listing Agreement, a Risk Management committee of the Board of directors of the Company has been constituted. The details of the committee and its terms of reference are set out in the corporate governance report forming part of this report. While the Company has identified certain major risks and initiated appropriate measures to mitigate the said risks, a process to enhance the risk management framework is underway.

Auditors

M/s. B. K. Ramadhyani & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for reappointment.

The Notes on financial statements referred to in the Auditors Report are self -explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board appointed Mr. Sudhir V Hulyalkar, Practicing Company Secretary, Bangalore, to conduct the Secretarial Audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report for FY 2014-15 forms part of the Annual Report at Annexure 8 to the Boards' Report and does not contain any qualification, reservation or adverse remark.

Cost Auditor

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy & Associates, Cost Accountants, Bangalore have been appointed as Cost Auditors of the Company for the Financial Year 2015-16.

Disclosure

Extract of the Annual Return

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 1 to the Boards' Report.

Number of Board Meetings

The Board met four times during the Financial Year 2014-2015 the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Contracts or Arrangements

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 3 to the Boards' Report.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 4 to the Boards' Report.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 also form part of the notes to the financial statements provided in this Annual Report:-

Nature of transaction Date of Board Date of Resolution transaction

Loan 12.02.2014 11.04.2014

Loan 12.02.2014 15.05.2014

Loan 12.02.2014 25.06.2014

Loan 21.05.2014 02 06 2014

Loan 11.02.2015 05.03.2015

Corporate Guarantee 11.02.2015 30.03.2015

Corporate Guarantee 11.02.2015 30.03.2015

Corporate Guarantee 11.02.2015 27.02.2015

Nature of Name of the person to Amount transaction whom it is made

Loan TD Power Systems (USA) Inc. USD 100,000

Loan TD Power Systems (USA) Inc. USD 100,000

Loan TD Power Systems (USA) Inc. USD 100,000

Loan TD Power Systems Japan Limited JPY 30,000,000

Loan TD Power Systems (USA) Inc. USD 100,000

Corporate To ICICI Bank Ltd. on behalf Guarantee DF Power Systems Private Limited Rs.620,000,000

Corporate To Bank of Baroda on behalf Guarantee DF Power Systems Private Limited Rs.300,000,000

Corporate To Standard Chartered Bank on behalf Guarantee DF Power Systems Private Limited Rs.500,000,000

Particulars of employees

A table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 5 to the Boards' Report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 6,000,000 or more per annum or employed for part of the year and in receipt of Rs. 500,000 or more per month, in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 6 to the Boards' Report.

CSR Committee

In terms of the requirements of the Companies Act, 2013, a Corporate Social Responsibility committee (CSR Committee) has been formed which has approved a CSR policy for the Company which is available on the website of the Company. The annual report on CSR is annexed as Annexure 7 to the Boards' Report.

Audit Committee

The composition and function of the Audit committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance forming part of this report.

General

Your Directors state as follows

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. There was no issue of shares including as sweat equity shares or employee stock options.

4. There were no deposits covered under Chapter V of the Companies Act, 2013.

5. No money has been provided by company for purchase of its own shares by employees or by trustees for the benefit of employees.

6. No subsidiary has paid remuneration to Managing Director except DF Power Systems Private Limited (Rs. 1,851,500).

7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Acknowledgement

Your Directors place on record their appreciation of the contribution and support of the employees at all levels. They also place on record their appreciation of the continued support and faith extended during the year by the Company's customers, suppliers, bankers and shareholders.

For and on behalf of the Board of Directors

Bangalore Mohib N. Khericha May 20, 2015 Chairman

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report together with the audited Financial Statements of the Company for the year ended March 31, 2013.

The Company''s working has resulted in:

For the year For the year ended ended March 31,2013 March 31,2012 (Rs. in Lakhs) (Rs. in Lakhs]

Revenue from operations & other Income 44,963.46 64,089.41

Operating Profit (EBITDA) 6,951.54 8,939.25

Finance cost 341.50 656.79

Depreciation & amortization 1,225.38 899.87

Profit before Tax (PBT) 5,384.66 7,382.59

Tax expense 1,817.22 2,400.77

Profit after Tax (PAT) 3,567.44 4,981.81

Add: Surplus brought forward from the Previous Year 15,959.34 12,086.39

Available for appropriati on 19,526.78 17,068.20

Appropriations

Provision for Dividends and Tax thereon 747.14 723.92

Transfer to General Reserves 307.67 384.94

Surplus carried to Balance Sheet 18,471.97 15,959.34

OPERATIONS

The highlights of the Company''s performance for the year are as under:

- Revenue from operations and other income was lower by 30% at Rs 44,963.46 Lakhs (Rs. 64,089.41 Lakhs]

- 273 (308) Generators of various ranges up to 52 MW were manufactured.

- Earnings Before interest, tax, depreciation & amortization (EBITDA) lower by 22.71% at Rs. 6,951.54 Lakhs (Rs. 8,939.25 Lakhs)

- Profit after tax decreased by 29 % to Rs. 3,567.44 Lakhs (Rs. 4,981.82 Lakhs)

The negative macroeconomic environment including slowdown of the economy, liquidity contraction, rising interest rates and the resulting slowdown in investment, resulted in lower order book and revenues.

Expected improvements in markets during the last quarter January to March 2013 were belied. It is expected that the capex cycle will revive if there is a cut in the interest rates by the Reserve Bank of Indiat The pending orders as of March 2013 is about Rs. 31,500 Lakhs which is expected to improve significantly on the back of both domestic and overseas orders resulting from successful qualification as vendors to large overseas electrical equipment manufacturers which will enable the company to sustain its top line and maintain margins in the financial year 2013-14.

Manufacture of new generation generators

During the year, the Company, has commenced construction of a manufacturing facility in close proximity to the existing facility, which will manufacture new generation generators with a capacity of 54 to 200 MW. The manufacturing facility is expected to be completed during December 2013 and is expected to be commissioned in the last quarter of this financial year.

DIVIDENDS

Your Directors have recommended a dividend of Rs. 2.00 per equity share for the financial year ended March 31, 2013 amounting to Rs. 664.75 Lakhs subject to approval of the shareholders at the Annual General meeting. This dividend payout is based on Company''s policy to pay sustainable dividends and meet long term growth objectives out of internal cash accruals.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to clause 49 of the listing agreement with the stock exchanges, the Management Discussion & Analysis report covering operations, performance and outlook of the company is annexed as Annexure-III.

UTILISATION OF IPO PROCEEDS

The shareholders of the Company at the Annual general meeting held on July 12, 2012, approved that the IPO proceeds relating to certain objects of issue may be utilized for objects other than the said objects, including setting up of a new manufacturing facility for manufacture of advanced AC generators-2pole. The company has commenced deployment of the funds accordingly in setting up a manufacturing facility near the current facility. The following is the statement of utilization of the IPO proceeds:

[Rs. in Lakhs] SI. Objects IPO Proceeds Unutilized Utilization Balance No. (Total as of June 30,2012 & as of to be estimated Transfer to Object No. 6 31.3.2013 utilized cost) (Refer Note below)

1 2 3 4 5 6 (Rs.) (Rs.) (Rs.) (Rs.)

1 Finance the expansion of our manufacturing plant in Dabaspet 10,273.60 __ 10,095.62 177.98

2 Construction of a project office in Bangalore city 2,890.90 2,890.90* __ __

3 Repayment of debt 3,280.70 539.13* 2,741.57## __

4 Funding working capital requirements of our Company 4,000.00 4,000.00* __ __

5 General corporate purposes 2,254.80 863.98* 1,390.82** __

6 Finance our manufacturing facility for 2 Pole generators ranging from 55 MW to 200 MW __ 8,294.01** 2,257.95 6,036.06

Total of SI. No. lto5 22,700.00 16,485.96 6,214.04

Note:

1. Â® The balance in the IPO proceeds have been in the interim invested in term deposit with nationalized Bank.

2. * Amount completely un-utilized as on June 30, 2012.

3. * Amount representing savings from stated objects transferred to 6.

4. ** Amounts utilized as of June 30, 2012.

5. ** Total of 2 to 5 in column 4.

SUBSIDIARIES

During the year ended March 31, 2013, the performance of the Company''s wholly owned subsidiary DF Power Systems Private Limited was impacted due to the weakness in order inflow resulting in lower revenues and profits for the year ended March 31, 2013. The Gross Profit for the year under report is Rs. 1,393.25 Lakhs as against Rs. 2,609.11 Lakhs in the previous year and the net profit is Rs. 922.42 Lakhs as compared to Rs.1,732.31 Lakhs for the previous year.

The directors of the subsidiary company have recommended a dividend of Rs 3.00 per share for the financial year ended March 31,2013 amounting to Rs. 180.00 Lakhs subject to approval of the shareholders at its Annual General meeting.

US Subsidiary

A wholly owned subsidiary in the name TD Power Systems (USA) Inc. has been incorporated on February 20, 2013 as a Delaware corporation in the United States of America (USA).The operations of the company shall be located at Richfield, OHIO which is strategically located to the major industrial areas as well as the highways network.

Japan Subsidiary

A wholly owned subsidiary in the name TD Power Systems Japan Limited has been incorporated on March 19, 2013 in Tokyo, Japan.

Both the US and Japan subsidiaries are yet to commence business operations.

GREEN INITIATIVE

The Ministry of Corporate Affairs, Government of India has vide circular no 2/2011 dated February 8, 2011 granted a general exemption to Companies under section 212(8) of the Companies Act, 1956 (the Act) from attaching the documents referred to in section 212(1) of the Act pertaining to its subsidiaries subject to approval of the Board of Directors of the company and furnishing certain information in the Annual Report.

The Board of Directors at its meeting held on May 22 2013 passed necessary resolution for complying with all the conditions enabling circulation of the Annual Report of the Company without attaching Annual accounts of the Company''s subsidiaries. Accordingly, the Annual Report of the Company does not contain the individual financial statements of the subsidiary but contains the audited consolidated financial statements of the Company and the said subsidiary. The Annual Accounts of the Subsidiary Company, along with the related information are available for inspection at the Company''s registered office during the business hours on any working day and copies of the same will be made available on request.

The disclosure of information relating to subsidiaries under Section 212(8) of Companies Act, 1956 pursuant to the said circular has been attached with the Consolidated Balance Sheet of the Company.

A statement referred to in Clause (e) of sub section 1 of Section 212 of the Act disclosing the Company''s interest in subsidiaries is attached.

CONSOLIDATED FINANCIAL STATEMENTS

As required in terms of the Listing Agreement with the Stock Exchanges, the consolidated Financial Statements of the Company prepared as per Accounting standard AS21 consolidating the company''s accounts with its subsidiaries forms part of this Annual Report.

DIRECTORS

Mr Hitoshi Matsuo ceased to be the Managing Director of the Company on completion of his term on September 30 2012. The Board of Directors place on record it''s appreciation of Mr. Matsuo''s invaluable contribution to the company''s growth since inception. With a view to develop the overseas markets including Japan which has become imperative to participate in the emerging opportunities in Japan, South East Asia and other parts of the world, it was thought necessary to continue to avail the services of Mr. Hitoshi Matsuo, who has spearheaded the growth of the Japan branch since its inception in 1999. Accordingly, Mr Hitoshi Matsuo has been appointed as a Whole-time Director, designated as Director - International, to be located at Tokyo, Japan, for a further period of 2 (two) years from October 1, 2012 to September 30, 2014.

Mr. Nikhil Kumar, Joint Managing Director has been redesignated as Managing Director effective October 1,2012 in place of Mr. Hitoshi Matsuo.

Mr. Salil Baldev Taneja has resigned as Director of the company effective May 17, 2013 owing to professional pre occupation.

Mr. Nithin Bagamane and Mr. Mohib N. Khericha, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of the Company commends their respective re-appointments.

A brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report

CORPORATE GOVERNANCE

A separate report on Corporate Governance is included in the Annual Report as Annexure-IV. The certificate from Mr. SudhirV. Hulyalkar, Practicing Company Secretary, Bangalore, confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges forms part of the said report.

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

Information as required under section 217(l)(e)of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 has been given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES

During the period under review, the statement of employees who were in receipt of remuneration requiring disclosure in terms of Section 217(2A) of the Companies Act, 1956 has been given in Annexure-II to this report.

AUDITORS

The Statutory Auditors M/s. B. K. Ramadhyani & Co., Chartered Accountants, Bangalore, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. A certificate has been received from them to the effect that their reappointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

COST AUDITORS

The Company is covered by Cost Audit requirements w.e.f. April 1, 2012 (FY 2013) under the heading "Engineering Machinery (including electrical & electronic products)" in terms of order of the Ministry of Corporate Affairs (MCA) dated January 24, 2012. Accordingly, pursuant to Section 233B of the Companies Act, 1956 read with the directions issued by the Ministry of Corporate Affairs M/s. Rao, Murthy & Associates, Cost Accountants, Bangalore have been appointed as Cost Auditors for the Financial year ended March 31, 2013 to conduct the audit of its manufacturing operations (manufacture of generators).

As required in terms of the Companies (Cost Accounting Records) Rules 2011, the Cost compliance report for the financial year ended March 31, 2012 duly certified by a Cost Accountant has been filed with the Ministry of Corporate Affairs within the due date on December 13, 2012.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the companies Act 1956 with respect to Directors'' responsibility statement, it is hereby confirmed:

- that in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- that the Directors have selected such accounting policies and applied them consistently and made judgments and the estimates that are reasonable and prudent so as to give true and fare view of the state of affairs of the Company at the end of the financial year and are the profit or loss of the Company for the year under review.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- thatthe Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the cooperation and continued supportextended by the shareholders, suppliers, customers, technology partners, Banks and all employees of the company during the year under report.

For and on behalf of the Board of Directors

Bangalore Mohib N. Khericha May 22,2013 Chairman

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twelfth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March 2011.

The Company converted into a Public Limited Company by passing necessary Shareholders resolution on January 11 2011 and received the fresh Certificate of Incorporation consequent upon change of Name on conversion to a Public Limited Company on February 4, 2011

WORKING RESULTS

The Company's working has resulted in: -

For the Current Year For the Previous Year Particulars ended March 31, 2011 ended March 31, 2010 (Rs. in lacs) (Rs. in lacs)

Gross Profit amounting to 7,060.46 5,778.96

Less:

Depreciation_ 789.11 553.14

Loss on Sale of Asset 3.64 2.65

Provision for Taxation 2,076.45 1,600.94

Deferred Tax (Net) 27.21 314.94

Net Profit for the Year 4,164.03 3,302.30

Add:

Surplus brought forward from the Previous Year 10,429.75 7860.26

Less: Capitalisation of Reserves during the year 1,624.69

Available for appropriation 12,969.09 11,162.56

Appropriations:

Provision for Dividends and Tax thereon 568.36 371.08

Transfer to General Reserves 314.34 361.72

Surplus carried to Balance Sheet 12,086.39 10,429.76

OPERATIONS

Your Company has achieved a turnover of Rs.48,788.02 lakhs for the year ended March 31, 2011. During the year 341 Generators of various ranges up to 52 MW were manufactured by the Company.

The Gross Profit for the year under report is Rs.7,060.46 lakh as against Rs.5,778.96 Lakh in the previous year and the net profit is Rs.4,164.03 Lakhs as compared Rs.3,302.30 Lakhs for the previous year.

The following are the highlights of the Company's achievements for the year:

- Siemens, Erfurt design of 52MW AC Generator has been successfully tested & dispatched on 14/09/10.

- 11.764MW, 13.8kV, 60Hz, 0.85pf, 600rpm AC Generator order received for VOITH-TDPS design a/c Cubujuqui in Costa Rica.

Prestigious order from OMPL (ONGE Mangalore Petrochemicals Ltd., - Aromatic Complex) for 28MW Steam Turbine Generator set.

- New order received from ITC - Specialty Paper Division for 29.62MW Steam Turbine Generator set.

- New Order received from Jamkhandi Sugars for 27.3 7MW Steam Turbine Generator set.

- Repeat order received from Vasavadatta Cements, Sedam Plant for 18.2MW Steam Turbine Generating set.

- New order received from Voith - Norway for 7.7MW, 6.3kV, 50Hz, 0.8pf, 750rpm AC Generator suitable for Static excitation

- Breakthrough order received from Mecamidi - France for 2 Nos. 3.55MW, 6.3kV, 12P Generators for Hydro application a/c Kasba Zidania - Morocco, Africa project.

- Breakthrough order from Dresser-Rand - UK for 30MW, 1lkV AC Generator a/c Sulphuric Acid Plant, Jordan project.

- Breakthrough order from KOHLER - Singapore for 2000kVA, 1lkV AC Generator for their prestigious project in CISCO, Bangalore.

- Participated in ELASIA- Exhibition organized by Electrical consultant of India Ltd., (ELCA) - From 07/01/11 to 10/01/11 & bagged 3rd Best Stall award

DIVDEND

The Directors are pleased to recommend payment of Dividend on Equity shares at the rate of Rs.2 subject to approval by the shareholders at the Annual General Meeting.

CAPITAL

The Authorised Capital of the Company was increased to Rs.35, 00,00,000 to enable capital raising efforts being pursued by the Company. During the year under review, the Paid up Capital increased from Rs. 6,34,35,670 to Rs.24,37,04,010 as on 31st March 2011 comprising of 2,43,70,401 Equity Shares of Rs.10.00 each fully paid up consequent to issue of Shares including Bonus Shares.

CURRENT YEAR

The country continues to face shortage in peak demand with almost all states in deficit and load shedding continuing in many parts of the country. The continuing power shortage scenario reflects a failure of the Policy initiatives to create optimum capacity in last three 5 year plans. About 25% of the capacity in the pipeline is said to be through private Independent Power Producers (IPP).

Although, a general slowdown is being reported in the Capital goods industry, the demand for plants for captive generation of power continues to be robust from sectors like Steel, Cement, and Sugar etc. because of the imperative need to achieve sustainable power quality and cost reduction.

The Company's order book continues to be encouraging and stands at Rs 49604.70 lacs as on March 31, 2011. The Company has received orders for manufacture of High end rating generators. Several developmental and certification initiatives are in progress which will enable the Company to continue to grow as a major manufacturer of generators in the world with an increased geographical reach.

These initiatives will result in growing orders for supply of generators for various applications like Steam, Hydro wind, Gas, and diesel, to cater to which the manufacturing facilities have to be expanded and enhanced enabling production of High quality and efficient generators. In order to fund the proposed expansion plans including enhancement of manufacturing facilities, fund working capital requirements, repayment of debt and other purposes the Company is exploring various options including Capital raising up to Rs.250.00 crores.

The management team continues to focus on providing strategic and operational directions to all the businesses where it has invested.

Considering the overall market scenario, the order book and the Company's capability in meeting with delivery schedules and barring unforeseen circumstances your Directors are hopeful of a good performance during the current year.

INTERNAL CONTROL SYSTEMS

Your Company maintains an adequate and effective internal control system, commensurate with its size and complexity. Your Company believes that these internal control systems provide a reasonable assurance that the Company's transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of the Company are adequately safeguarded against significant misuse or loss.

SUBSIDIARY COMPANY

The Company's subsidiary DF Power Systems Private Limited has recorded an impressive performance for the year ended March 31 2011 with a turnover of Rs.3,758.45 lacs and a net profit of Rs.1,508.51 lacs.

The Company acquired 16,99,998 Equity Shares of Rs.10/- each of the subsidiary Company as a result of which the subsidiary Company turned into a wholly owned subsidiary Company of w.e.f October 1st 2010.

As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its Accounts the Directors' Report, Balance Sheet and Profit and Loss Account of each of the subsidiaries. The Ministry of Corporate Affairs, GOI has vide circular no 2/2011 dated April 8, 2011 granted a general exemption to Companies in respect of this requirement. Accordingly, the Annual Report of the Company does not contain the individual financial statements of the Company's subsidiary, but contains the audited consolidated financial statements of the Company and the said subsidiary. The annual accounts of these subsidiary Company, along with the related information, is available for inspection at the Company's registered office and copies will be provided on request. The statement containing the following information for the subsidiary namely (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend is disclosed in the consolidated Balance sheet annexed to the annual accounts of the Company

AUDIT COMMITTEE

Your Company has constituted an Audit Committee of the Board, in terms of Section 292A of the Company Act 1956 comprising of the four Independent Directors as members with Mr. Nitin Bagamane as Chairman of the Committee. Members of Audit Committee consist of Dr. Arjun Kalyanpur, Mr. Salil BaldevTaneja and Mr. Mohib IM. Khericha.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the companies Act 1956 with respect to Directors' responsibility statement, it is hereby confirmed: -

1. that in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and the estimates that are reasonable and prudent so as to give true and fare view of the state of affairs of the Company at the end of the financial year and are the profit or loss of the Company for the year under review.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a' going concern' basis.

DIRECTORS

During the year under review, Dr. Arjun Kalyanpur, Mr. Salii Baldev Taneja, Mrs. Nandita Lakshmanan and Mr. Nitin Bagamane were appointed as Directors of the Company wef 13th January 2011. Mr. Mohib N. Khericha and Mrs. Nandita Lakshmanan retire by rotation and being eligible offer themselves for re-appointment.

STATUTORY AUDITORS

Your Company's Auditors M/s. B. K. Ramadhyani & Co, Chartered Accountants, Bangalore, hold office until the conclusion of the ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their reappointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

DISCLOSURE UNDER THE COMPANIES DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS RULES, 1988

a. Particulars in respect of Rule 'A' & 'B' (Conservation of energy and Technology Absorption) - as per Annexure 'A'.

PARTICULARS OF EMPLOYEES

During the period under review, the statement of employees who were in receipt of remuneration requiring disclosure in terms of Section 217(2A) of the Companies Act, 1956 is enclosed as Annexure B.

HUMAN RESOURCE DEVELOPMENT

Creativity, quality and dedication of all our employees represent the most precious asset of the Company. For the growth of any organization, the human resource function has an important role to play not only in identifying and recruiting suitable individuals but also in developing and rewarding them suitably, so as to retain them for a longer period. Your Company believes that Human Capita! has economic value, directly impacting organizational productivity and profitability.

The Company has remained focused on strengthening human capital through continuous developmental programmes and by upgrading skills of employees to meet the Company's objectives.

Two Teams from the Company won the Excellence award at the 24th National Quality Circle convention on Quality Concepts 2010 conducted by QCFI (Quality Circle forum of India) in December 2010

ACKNOWLEDGEMENT:

The success achieved by your Company and the progress made by it are due to co-operation, efforts and Commitment of all concerned with its affairs, including various customers and suppliers, Banks, Shareholders, Directors, officers and Employees of your Company. The management expresses gratitude to all for their co-operation especially to the employees for their dedicated services without which the good results would not have been possible.

for and on behalf of the Board Of Directors

Place: Bangalore MOHIB N. KHERICHA

Date : May 30, 2011 Chairman

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