TD Power Systems Ltd

Dear Members,

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

(Rs.'in lakhs)

On a standalone basis, total income increased by Rs.28,111.05 lakhs, or 27.91%, to Rs.128,849.06 lakhs in Fiscal 2025 from Rs.100,738.01 lakhs in Fiscal 2024. Earnings Before interest, tax, depreciation and amortisation including other income and exceptional item (EBITDA) increased by Rs.4,392.75 lakhs or 23.47% to Rs.23,107.13 lakhs in fiscal 2025 as compared to Rs.18,714.38 lakhs in fiscal 2024. Profit before tax including exceptional item increased by Rs.4,264.25 lakhs, or 25.61%, to Rs.20,916.22 lakhs in fiscal 2025 from Rs.16,651.97 in fiscal 2024. Profit after tax including exceptional item increased by Rs.2,953.18 lakhs to Rs.15,371 lakhs in Fiscal 2025 from Rs.12,417.82 lakhs in fiscal 2024. Total comprehensive income increased by Rs.3,069.91 lakhs or 25.11% to Rs.15,295.65 lakhs in fiscal 2025 as compared to Rs.12,225.74 lakhs in fiscal 2024. Exceptional items represent provision for diminution in the value of investment of Rs.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 Rs.83,588.56 lakhs (including Capital redemption reserve) as compared to Rs.70,111.64 lakhs in fiscal 2024.

On a consolidated basis, the total income increased by Rs.28,568.52 lakhs, or 28.10%, to Rs.1,30,241.12 lakhs in Fiscal 2025 as compared to Rs.1,01,672.60 lakhs in Fiscal 2024. Earnings Before interest, tax, depreciation and amortisation including other income & exceptional item (EBITDA) increased by Rs.7,081.01 lakhs or 38.5% to Rs.25,441.04 lakhs in fiscal 2025 as compared to Rs.18,360.03 lakhs in fiscal 2024. The Profit before tax including exceptional item increased by Rs.6,945.15 lakhs, or 42.82%, to Rs.23,165.35 lakhs in Fiscal 2025 as compared to Rs.16,220.20 lakhs in Fiscal 2024. The Profit after tax including exceptional item increased by Rs.5,622.59 lakhs, to Rs.17,457.51 lakhs in Fiscal 2025 as compared to Rs.11,834.92 lakhs in Fiscal 2024. Total comprehensive income increased by Rs.5,771.08 lakhs or 49.90% to Rs.17,335.82 lakhs in fiscal 2025 compared to Rs.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.

During the fiscal 2025, the Company paid a final dividend of Rs.0.60/- (Sixty paise) per equity share with a face value of Rs.2/- each for the fiscal 2024, following shareholders' approval. Additionally, the Board of Directors declared an interim dividend of Rs.0.60/- (Sixty paise) per equity share having a face value of Rs.2/- each for the fiscal 2025 during their meeting held on October 29, 2024. The total cash outflow during this fiscal 2025 amounted to Rs.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 Rs.0.65/- (Sixty-five paise) per equity share (face value of Rs.2/- each) for fiscal 2025, entailing a cash outflow approx. Rs.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 ("SEBI Listing

Regulations") is available on the Company's website at www.tdps.co.in.

Pursuant to Section 124 of the Companies Act, 2013 ("the Act") 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.

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

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:

The paid-up equity capital of the Company as of March 31, 2025 was Rs.31,23,67,224 (comprising 15,61,83,612 Equity Shares with a face value of Rs.2/- each) as compared to Rs.31,23,40,202 (comprising 15,61,70,101 Equity Shares with a face value of Rs.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 Rs.2 each.

The said plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("Regulations"). 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.

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.

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 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.

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.

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 "Corporate Governance Report").

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.

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.

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 appended as Annexure 9.

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.

Furthermore, during the year, the Board of Directors reviewed the affairs ofthe 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 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:

No businesses were undertaken in this subsidiary during the fiscal year. The total revenue of the Company during fiscal 2025 is Rs.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 Rs.6.23 lakhs. The loss after tax is Rs.6.23 lakhs as compared to Rs.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.

The total income of the Company during fiscal 2025 is Rs.14,564.49 lakhs as compared to Rs.3,823.25 lakhs in Fiscal 2024. The profit after tax for the year is Rs.1,519.84 lakhs in fiscal 2025 as compared to Rs.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 Rs.1,466.39 lakhs as compared Rs.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.

The total income of the Company during fiscal 2025 is Rs.21,623.38 lakhs as compared to Rs.11,664.29 lakhs in fiscal 2024. Profit before tax is Rs.458.87 lakhs in fiscal 2025 as compared to Rs.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 Rs.286.54 lakhs as compared to Rs.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.

The total income of the Company during fiscal 2025 is Rs.1,510.54 lakhs as compared to Rs.593.98 lakhs in fiscal 2024. The loss before tax in fiscal 2025 is Rs.25.35 lakhs as compared to Rs.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 Rs.5.67 lakhs as compared to Rs.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.

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") 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.

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.

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.

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.

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.

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.

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.

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.

In accordance with Section 92(3) read with 134(3) of the Act, the Annual Return of the Company as of March 31, 2025, is made available on the website of the Company at www.tdps.co.in.

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.

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.

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.

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

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.

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.

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.

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.