Birla Power Solutions Ltd

Dear Members,

Your Directors have pleasure in presenting their Twenty Fifth Annual Reporttogether with the audited statement of accounts Of the Company for the financial yearended on 31st March, 2011.

FINANCIAL RESULTS

OPERATIONS

During the financial year under review the total revenue for the financial year ended31st March, 2011 was Rs304,06.40 lacs as against Rs240,14.88 lacs during the previousfinancial year ended 31st March, 2010 showing an increase of 26.61%.Similarly profit aftertax for the same periods were Rs755.65 lacs and ?134.60 lacs respectively showing anincrease of 461.4%. This was possible due to better management of working capital fundsand cutting costs.

During this financial year, the Company has worked with various prestigious customersin the field of Education,Defence, Financial Services, various e-Governance programmes,etc. One of these successfully executed orders included a significantly large order for anEducation Project in Bihar.

FUTURE OUTLOOK

Recognizingthe need of the market,we are working towards introducing newer productswith specific emphasis on agricultural segment. In the financial year 2011-12, we areexpecting to launch Diesel Pump Set and Power Tiller. We realize, with government'sinitiatives on farm mechanization, these products will be in great demand with high growthrates.

We are building on the strength of last year's introduction of LED business unit. Insome of the government agencies, our products have passed the testing parameters and weexpect order flow to start during current financial year. Further the company recognizesthat employees are key strength and has lately been on a drive to induct young and brightsales force. This is to ensure that we are closer to customer and helps us identifyproducts that they need.

DIVIDEND

Keeping in view the tight liquidity position in the market and n i order to conservefunds for working capital needs, your Directors do not recommend any dividend for theFinancial Year 2010-11.

BONUS ISSUE

Pursuant to the approval granted by the shareholders in the previous Annual GeneralMeeting, on 25th October, 2010, the company has issued and allotted 35,58,65,995 fullypaid bonus equity shares of Re 1/- each .As a result of the bonus issue, the paid up sharecapital, has increased to Rs213,51,96,905.00

The new bonus Equity shares have been listed on Bombay Stock Exchange Limited (BSE) andNational Stock Exchange of India Limited (NSE).

ISSUE OF SHARE WARRANTS TO PROMOTER GROUP COMPANIES

On 9th June, 2011, in accordance with applicable SEBI (ICDR) Regulations, the companyhas issued and allotted 21,35,19,690 convertible share warrants to the promoter groupcompanies. These companies can exercise option to convert warrants into equal number ofequity shares of Re 1/- each within a period of 18 months from the date of allotment at aprice of Rs2.10/- per share.

DIRECTORS

Mr. Kalyan Bhattacharya has resigned as Whole Time Director and Director with effectfrom 12* November, 2010

The Board placed on record its deep sense of appreciation of the services rendered byMr.Bhaltacharya to the company during his tenure Mr. P.V.R. Murthy was appointed asManaging Director by the Board with effect from 12th November, 2011 for a period of threeyears and the members approval was obtained by postal ballot on 23rd December 2011.

Mr. M. S. Arora was appointed as an Additional Director by the Board of Directors on12th November, 2011 and he holds office up to the ensuing Annual General Meeting. Pursuanto t Section 257 of the Companies Act, 1956, a member has proposed his candidature forappointment as Director.

Pursuant to Article 150 of the Articles of Association of your Company and Section 256of the Companies Act, 1956 Mr. Rajesh V.Shah retires by rotation at the ensuing AnnualGeneral Meeting and is eligible for re-appointment. Your Directors recommend reappointmentof Mr M. S. Arora and Mr. Rajesh V.Shah.

SUBSIDIARY COMPANIES

Your Company has two subsidiaries as follows.

(a) Birla Urja Limited

The company is actively exploring various possibilities for setting up power projectsbased on renewable and non renewable sources in the country. The company has beenregistered with Gujarat government for 50 MW Solar PVproject under "VIBRANT GUJARAT2011". The company has also been registered with Government of Rajasthan for 50 MWthermal project and 5 MW solar PV project and the company is aggressively pursuing theseprojects and your directors are hopeful of firming up these projects in the near future.

(b) Birla Power Solutions Limited FTZ

The Company was incorporated on 8th December, 2010 in Hamriyah Free Trade Zone, U.A.E.to undertake the business of General trading. The company has commenced business and forthe period 8th December, 2010to 31st March 2011,the company has achieved a turnover of AED53,015,566 equivalent to Rs6482.89 Lacs and made a net profit of AED 1,949,944. equivalentto Rs232.47 Lacs.

CONSOLIDATED ACCOUNTS

The consolidated accounts comprising the accounts of the Company and the abovesubsidiaries are appended. On a consolidated basis, the total turnover for the year endedon 31st March, 2011 was Rs35,682.10 Lacs and the profit after tax for the same period wasRs978.50 Lacs.

The audited accounts of these companies have been received and the statement purusnatto Section 212 of the Companies Act, 1956 forms part of the Accounts.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011, has granted a general exemption from compliance withsection 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated inthe circular. The Company has satisfied the conditions stipulated in the circular andhence is entitled to the exemption. The financial data of the subsidiaries have beenfurnished under 'Details of Subsidiaries'forming part of the Annual Report.ConsolidatedFinancial Statements of the Company and its subsidiaries for the year ended March 31,2011, together with reports of Auditors thereon and the statement pursuant to Section

212 of the Companies Act, 1956, form part of the Annual Report. The Annual Accounts andthe related detailed information of subsidiary companies will be made available to theMembers of the Company seeking such information at any point of time and they will I alsobe available for inspection by any member at the Registered/Head Office of the Company andthat of the subsidiary concerned.

REPORT ON CORPORATE GOVERNANCE

Your Company is following corporate governance norms of highest standards. As requiredunder clause 49 of the listing agreement, a report on corporate governance forms part ofthis annual report.

FIXED DEPOSITS

The total fixed deposits amount outstanding as on 31st March, 2011 is Rs5190.89 lacs.There are no defaults in repayment of matured deposits and payment of interest. There areno unpaid deposits other than those unclaimed .

AUDITORS

M/s Thakur, Vaidynath Aiyer and Company, Chartered Accountants, Statutory Auditors ofthe Company, hold office until the conclusion of the ensuing Annual General Meeting. Theyhave expressed their willingness to be reappointed for a further term. And they confirmedthat their appointment, if approved by the shareholders, will be in conformity with theprovisions of Section 224 (1 B) of the Companies Act,1956.

INDUSTRIAL RELATIONS

The Company enjoyed harmonious relations with workmen and employees through out theperiod under review.

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

The particulars of energy conservation as prescribed have not been provided, as theCompany's industry is not specified in the schedule.

The Details regarding Technology Absorption as per Form 'B' are enclosed.

Foreign exchange Earning and Outgo:

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended regardingemployees is given in the annexure to the Directors Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 withrespect to Directors' Responsibility Statement, it is hereby confirmed:

• that in preparation oftheannual accounts fortheperiod ended on 31st March, 2011the applicable accounting standards have been followed along with proper explanationrelating to material departures;

• that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period ended on 31st March, 2011 and of the profit of the Company for thatperiod;

• that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• that the Directors had prepared the annual accounts for the period ended on 31stMarch, 2011 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the continuing co-operation and assistancerendered by the Central Government, State Government, Financial Institutions, Banks,suppliers and other organisations in the working of the Company.

The Directors also wish to place on record their deep sense of appreciation fordedicated services rendered by officers, staff and workmen of the Company.

The Board takes this opportunity to express its gratitude for the continuous supportreceived from shareholders.

ANNEXURE TO DIRECTORS REPORT

Additional Information as required under Section 217 (2A) of the Companies Act, 1956,readwith the Companies (Particulars Employees) Rules, 1975 as amended and forming part ofthe Directors Report for the year ended 31st March, 2011

R &D /Product Development -2010-11

R & D Team has been continuously working on improving the performance of EG 2800series of generators which has been successfully completed. It has resulted in betteroutput and elimination of certain pain areas of the customers, This is expected to improvecustomer satisfaction.

Continual focus on addressing customer needs relating to product safety features andease of operations have resulted in additional components being added in some of theproducts, specially 5KVA.

Sub 5 KvaPortable Generators

• Approval of the EG 3000 AS (Olive) by the Ministry of Defence is likely toresult in regular flow of orders for such special applications where BPSLwill enjoyadistinct advantage over competition.

• The added feature of Remote Control Start/Stop will enhance the marketability ofthe Portable Generators to the'discerning customers at the premium segment.

• The improved design of EG 1100 will enhance the reliability factor and enhancesales inthe highvolume 1 Kvasegment.

• Improved winding class of the Alternators will improve performance at elevatedtemperatures and in turn will open new market segments with customer specificrequirements.

Action Plan 2011-12

• Design and Development of Inverter based Generators with Sine wave Output.

• Fuel consumption and Emissions improvement in existing Petrol/ Kerosenegenerators to suit the next generation of Portable Generators with stricter noise andemission norms as recommended by CPCB

• Modification, Certification andType approval of imported diesel engines upto10.5 hp forapplication in the generator segment

• Development of 5 KVAto 40 KVADiesel Generators with enhanced features

• Development of5 hp Diesel Pumps

• Development of lowcost gasbased Portable Generators

• Value Engineering inthe existing range of Generators forimproved margins

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION