Tarapur Transformers Ltd

Dear Members,

The Directors of your Company have pleasure in presenting 36^thAnnual Report together with the Audited Accounts and Auditors' Report for the year ended 31^st March 2024.

1. Financial summary or highlights/ Performance of the Company (Standalone): The financial performance of the Company for the Year ended 31st March, 2024 is as summarized below: (Rs. In Lacs)

2. Performance Review:

The Net Turnover of the Company is Rs.69.65 Lakhs, and the Company has incurred net loss of Rs. 86.60 Lakhs for the F.Y 2023-24. Company has also incurred the loss Rs. 2293.56 in the F.Y. 2022-23.

3. Annual Return: The Extract of Annual Return of the Company as on 31^st March 2024in Form MGT-9 inaccordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules 2014 is available on the website of the Company www.tarapurtransformers.com.

4. Number of meetings of the Board of Directors: During the year 2023-2024, 13 meetings of the Board of Directors held on 20-04-2023, 11-07-2023, 17-07-2023, 11-08-2023, 28-08-2023, 29-08-2023, 01-09-2023, 04-10-2023, 06-11-2023, 18-11-2023, 27-02-2024, 27-03-2024, 28-03-2024.

Independent Directors Meeting held on 02^nd March, 2024.

5. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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; and

e) 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.

6. Auditors' Report:

As regards Auditors remarks in the Audit report, are as under:-

Statutory Auditor Report itself is self-explanatory in the nature.

Secretarial Auditor Report itself is self-explanatory in the nature. Attached as an (Annexure-2)

7. Loan and Investment by Company: Particulars of loans, guarantees or investments covered under the provision of section 186 of the Companies Act 2013, if any, are given in the notes to the Financial Statement.

8. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is given in Form No. AOC-2. (Annexure 1)

9. Reserves: In the financial year 2023-2024 reserve maintained with the Company is Rs. (3482.15) Lacs while in year 2022-2023, reserve was Rs. (3395.57)Lacs.

10. Dividend: Your Directors did not recommend any dividend for the year under review in view of losses incurred.

11. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: No such Material changes occurred subsequent to closure of the financial year of the Company to which the balance sheet relates and the date of the report.

12. Conservation of energy, technology absorption and foreign exchange earnings and outgo: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy: i. The steps taken or impact on conservation of energy: NIL; ii. The steps taken by the company for utilizing alternate sources of energy: NIL; iii. The capital investment on energy conservation equipments: NIL.

B. Technology absorption: i. The efforts made towards technology absorption: NIL; ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL; iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) The details of technology imported: NIL; b) The year of import: NIL; c) Whether the technology has been fully absorbed: NIL; d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL; and iv. The expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: Inflow: Nil and Outflow: Rs. Nil.

13. Risk management policy:The Company has addressed the various risks impacting the company, reviewing the risk management plan and ensuring its effectiveness. The Audit

Committee has Additional oversight in the Area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report.

14. Corporate Social Responsibility: The Provision of Corporate Social Responsibility under section 135 of the Companies Act,2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

15. Change in the nature of business, if any: No

From the Financial year 2023-2024 to till dated, the following changes have occurred in the constitution of Directors / KMP of the Company:

Ms. Tabassum Azim Shaikh (DIN: 10121067) was appointed as an Additional Non-Executive Non-Independent Director effective from April 20, 2023. She resigned from the board effective July 17, 2023, and was reappointed at the Annual General Meeting held on September 30, 2023.

Mrs. Meenakshi Chimata (DIN:02584425) Appointed as Additional (Non-Executive Independent Director)w.e.f.17/07/2023 and Regularise her Appointment in the AGM Dated 30.09.2023 and Appointed her as Non-Executive Independent Director.

Ms. PoojaSoni (Membership No.A34355) has been resigned as the Company Secretary & Compliance officer of the Company with effect from 03^rd October 2023.

Mr. Kanjibhai Dayabhai Chavda has been resigned as the Chief Financial Officer of the Company with effect from 6^th November 2023.

Mr. Anil Mahabir Gupta (DIN:01128035) has been resigned as the Non-Executive-independent Director of the Company with effect from 6^th November 2023.

Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510), has been resigned as as Non-Executive- Non Independent Director of the Company with effect from 18^th November 2023.

Mrs. Preeti Sehgal (ACS number- A63610) Appointed as a Company Secretary and a Compliance officer w.e.f August 13, 2024,

Mr. Asbab Sayyed (DIN:10740817) Appointed as an Additional Non-Executive Independent Director of the Company w.e.f. August 13, 2024 Subject to Approval of member in ensuing AGM.

Mr. Digambar Patil (DIN: 10725330) Appointed as an Additional Director Non-Executive Non-Independent Director Subject to Approval of member in ensuing AGM.

In accordance with Regulation 25(8) of SEBI (LODR) Regulations, 2015, a declaration has submitted by Independent Directors that they meet the criteria of independence as provided in Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and sub-section (6) of Section 149 of the Companies Act, 2013 to the company.

A separate meeting of Independent Directors was conducted as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 02^nd March 2024. All the independent directors were present for the meeting.

The Board has formulated a code of conduct policy for formal annual evaluation purpose which has been made by the Board of its own performance and that of its committees and individual directors.

Policy on Director's Appointment, Remuneration & Other Details: The Company's Policy on director's appointment and remuneration and other matters provided in section 178(3) of the act has been disclosed in the corporate governance report.

The Company has constituted an Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee As per provision of companies act and SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015.A Detailed note on the board and Its Committees are provided under the corporate Governance section in this Annual Report.

All the recommendation made by the Audit Committee were deliberated and accepted by the board of during the financial year 2023-2024.The Composition of Committees, as per applicable provision of the Act and Rules, are as follows as on 31/03/2024.

The Whistle blower policy of the Company was formulated and policy is available in the company's website www.tarapurtransformers.com.

19. Disclosure under the sexual harassment of women: Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has in place an Anti-Sexual Harassement policy in line with the requirements of the Sexual Harassment of Women at Work Place(Prevention, Prohibition and Redressal) Act 2013, An Internal Complaints Committee has been set up to redress complaints Received Regarding Sexual Harassment.

The information required under section 197 of the act read with the rule 5(1) of the companies and Remuneration of Managerial Personnel) Rules 2014, are given below,

i. The percentage increase in Remuneration of each Director and ratio of the Remuneration of each Director to the median Remuneration of the employees of the Company for the financial year: Remuneration Payment:- The Company paid Rs. 70,000 to Ms. Tabbasum Shaikh (Non-Executive, Non-Independent Director), Rs. 20,000 to Meenakshi Chimata (Non-Executive Independent Director), and Rs. 1,25,000 to Mr. Suresh More (Executive Director and Chairperson) as sitting fees and remuneration during the period under review.

ii. The percentage Increase in remuneration of Chief Financial Officer, Chief Executive Officer,

Company Secretary or Manager, if any, in the financial year: Not applicable . iii. The percentage increase in the median remuneration of employees in the financial year: Not applicable .

iv. the number of permanent employees on the rolls of company: Company has its board of directors

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

vi. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms the same.

21. Details of Subsidiary/JV/Associate Companies: The Company has no Subsidiary/JV/ Associate Companies during the year.

The Company has not accepted or invited any deposits during the Financial Year 2023-2024.

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: There are no material changes and commitments affecting the financial position of the Company.

According to the provision of section 204of the companies Act 2013 read with the rule 9 of the companies (appointment and remuneration to managerial personnel) rules 2014, the secretarial Audit Report submitted by secretarial auditor- M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretaries, (Membership No.:6526; COP: 9089), enclosed as a part of this Report.

According to the provision of section 139, 142 of the Companies Act, 2013 (‘Act') and other applicable provisions, if, any of the said Act and companies (Audit and Auditors) Rules,2014,the statutory Auditor report Submitted by Statutory Auditor M/s. Grandmark & Associates, Chartered Accountants (Firm Registration No.011317N), enclosed as a part of this Report,

Appointed as Statutory Auditors of the Company for period of 5 years from the conclusion of 34^th Annual General Meeting till the conclusion of 39^thAnnual General Meeting.

25. Brief description of the Company's working during the year: The Company has one manufacturing units at Pali (wada)

Statements: The Company has laid down internal financial control with reference to the financial statement. The Details in Respect of financial Control and their Adequacy are included in Management Discussion and Analysis, which form part of this Report, Annexed as (Annexure-3)

In Conformity with the provision of SEBI(Listing Obligations and Disclosure Requirements), Regulation,2015 and Requirement of Companies Act,2013 the cash flow statement for the year ended 31/03/2024 is annexed here to as a part of the Financial Statement.

During the year Postal Ballot were held

There was no change in Authorised & Paid up Share Capital of the Company during the year.

The Authorised share capital of the company is Rs.25,00,00,000/-(Rupees Twenty Five Crore only) divided into 2,50,00,000(Two Crore& Fifty Lakh Only) Equity Share of Rs.10(Rupees Ten) each

The Paid-up share capital of the company is Rs.19,50,00,110/-(Rupees Nineteen Crore Fifty Lakh One Hundred & Ten only) divided into 1,95,00,011/-(One Crore Ninety Five Lakh & Eleven Only) Equity Share of Rs.10(Rupees Ten) each

30. Listing with Stock Exchange: The company's share are listed on BSE as well as NSE. However the company has paid the Annual Listing Fees for the financial year 24-25.

31. State of Company's Affairs:

A detailed review of the company Affairs, operations, performance and future outlook of the

Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report.

We adhere to the principle of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report, annexed as (Annexure-4). The Auditors' Certificate on compliance with Corporate

Governance requirements by the Company is attached with the Corporate Governance Report, annexed as (Annexure 5).

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961, as well as other relevant laws governing taxation on the company.

34. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

There is no such Transaction which is not on arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration personnel Rule, 2014]

S-112, 1^st Floor, Rajiv Gandhi Complex, Ekta Nagar, Kandivali (West), Mumbai - 400067

I have conducted the secretarial audit of the Compliance of applicable statutory provisions and the adherence to good corporate practices by Tarapur Transformers Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/Statutory compliances and expressing my opinion thereon.

My responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. I have conducted the audit in accordance with the applicable Auditing Standards issued by The Institute of Company Secretaries of India. The Auditing Standards require that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Based on my verification of Tarapur Transformers Limited's books, papers, minute books, form and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial audit, , I hereby report that in my opinion, the Company has, during the audit period from April 01, 2023 to March 31, 2024 ("the audit period") complied with the statutory provisions listed hereunder and also that the

Company has proper Board processes and compliance mechanism in place to the extent and in the manner reporting made hereinafter:

I have examined the books, papers, minute books, form and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of

(1) The Companies Act, 2013 (the Act) and the rules made thereunder;

(2) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder; (3) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018; (Not applicable to the Company during the Audit period)

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021; (Not Applicable to the Company during the Audit Period)

f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021; (Not applicable to the Company during the Audit period)

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulation, 1993, regarding the Companies Act and dealing with client;

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the Audit period)

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit period)

j. The Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018;

I have also examined Compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to listing agreement entered into by the Company with BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE).

I further report that, having regard to compliance system prevailing in the Company and on examination of relevant documents and records in pursuance thereof on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

1. Income Tax Act 1961 relating to Tax Deducted at source.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board meetings and Committee meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that I have not received Internal Audit report of the company for financial year 2023-24.

i. The Company has not complied the Regulation 33 of SEBI (LODR) Regulations, 2015 Audited financial results for FY 2022-23 has not been submitted on due date, Company has received notice from NSE of Rs.466100 & from BSE Rs. 466100. ii. The Company has not complied the Regulation 33 of SEBI (LODR) Regulations, 2015 Un audited quarterly financial results for quarter ended on 30th September, 2023 has not been submitted on due date, Company has received notice from NSE of Rs. 448400 & BSE Rs. 448400. iii. The Company has not complied the Regulation 33 of SEBI (LODR) Regulations, 2015 Un audited quarterly financial results for quarter ended on 31st December, 2023 has not been submitted on due date, Company has received notice from NSE Rs. 453700 & BSE Rs. 453700. iv. The Company has not complied the Regulation 27(2) of SEBI (LODR) Regulations, 2015 -

Quarterly compliance report on Corporate Governance for quarter ended on 31st December 2023 has not been submitted on due date, Company has received notice from NSE Rs. 70800 & BSE Rs. 70800. v. The Board of Directors of the Company has not been duly constituted, failure to appoint women director under Regulation 17(1) of SEBI (LODR) Regulations, 2015 Company has received notice from NSE Rs. 318600 & BSE Rs. 318600. vi. The Company has not been appointed Company Secretary (CS) under Regulation 6(1) of SEBI

------------------------------------------------------------------------------------------------------------------------------------------ vii. The Company has not appointed Chief financial officer (CFO) under Regulation 6(1) of SEBI

I further report that there are adequate systems and processes in the Company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the Company has passed following Special Resolution in the 35th Annual General Meeting held on Saturday, 30th September, 2023 which are having major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines.

i. Appointment of Mrs. Meenakshi Chimata (DIN:02584425) as an Independent Director for a period of Five Years from 30.09.2023 to 29.09.2028.

I further report that during the audit period, there were no instances of:

(i) Public/Right/ preferential issue of shares/ debentures/ sweat equity. (ii) Redemption/ buy-back of securities. (iii) Merger/ amalgamation/ reconstruction etc. (iv) Foreign technical collaborations.

S-112, 1^st Floor, Rajiv Gandhi Complex, Ekta Nagar, Kandivali (West), Mumbai - 400067

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.