Indo Tech Transformers Ltd Directors Report.

Your Directors are pleased to present the Companys 29th Annual Report together with the Audited Financial Statements for the financial year ended March 31,2021.

FINANCIAL RESULTS

Brief Financial Highlights with comparison of previous financial year are as follows:

(Rupees in lakhs)

Particulars Current Year 2020-2021 Previous Year 2019-2020
Revenue from Operations 20,599.91 20,532.52
Other Income 291.70 542.47
Total Income 20,891.61 21,074.99
Earnings before Depreciation, Interest & Tax 1,132.90 507.21
Less: Interest, Depreciation & Amortization Expenses 497.61 497.51
Earnings Before Tax 635.29 9.70
Less: Tax Expense/(Benefit) 6.71 (182.33)
Earnings After Tax 628.58 192.03
Other Comprehensive Income 41.76 (56.21)
Total Comprehensive income 670.34 135.82

Financial results for the financial year ended March 31,2021 are prepared in compliance with the Indian Accounting Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.

COVID-19 Impact

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. The outbreak of the deadly COVID-19 virus and the subsequent lockdown imposed across the country affected business operations. The Companys operations were hit substantially during the first two months of Q1 2020-21. Though the lockdown has adversely affected the business and overall operations, Company has utilized this break period for upskilling its workforce by conducting various training and skill development programmes by engaging several internal and external trainers through remote mode.

In this period of uncertainty, your Companys prime focus was to collaborate and manage the crisis for its employees, customers, partners and the community to build the moral strength. Your company ensured business continuity without compromising on safety of the employees.

Your Company maintained business continuity by amplifying customer engagement through technology and leveraging digital solutions for product service and testing and even commissioning of certain projects by deputation of personnel after ensuring the safety precautions in compliance to covid protocol and adequate approvals.

On the other side, the significant effect of pandemic on the commodity market globally led to steep rise of commodity prices including Copper, Steel & Oil which are the primary raw materials of your company. As per Commodity Markets Outlook by World Bank in April 2021, the metal prices are forecast to rise nearly 30 percent in 2021 before dropping back in 2022. This poses as major cost challenge to the industry.

The Company has been continuously creating awareness with help of Government health officials on all Covid guidelines issued from time to time and is encouraging and facilitating its workforce for Covid vaccination.

In the longrun, as vaccination drives are expedited all over the nation we are hoping that uncertainty of the anticipated third wave could be mitigated to a possible extent. The management is confident that the company is equipped and prepared to effectively handle the challenges, if any posed in future.

OPERATIONAL PERFORMANCE

The prime focus of the Government of India for the Financial Year 2020-21 was to tackle the Covid19 pandemic. However, the Government of India and Reserve Bank of India has increased its Capex spending by reducing the interest rate and various other measures to support the industries to come out of the impact of pandemic and granted several relaxations to facilitate ease of business. The Government of India is implementing reforms towards a secure, affordable and sustainable energy system to power a robust economic growth.

Despite the extremely challenging market and limitations posed by the pandemic, the Company has reported annual revenue for FY 2020-21 INR 20,599.91 Lakhs which is 0.33% increase from previous year revenue of INR 20,532.52 Lakhs. The EBITDA for the FY 2020-21 stood at INR 1,132.90 Lakhs reporting a growth of 123.36% as compared to the EBITDA of INR 507.21 for the FY 2019-20. The Profit After Tax (PAT) for the FY 202021 stood at INR 628.58 Lakhs reporting a growth of 227.33% as compared to the PAT of INR 192.03 Lakhs for the FY 2019-20.

The impact of Covid-19 was felt across the economy and businesses. However, the product segment backed up the quality and balanced portfolio of orders, resulted in sustained position in the market and improved overall performance of the Company with focused initiatives countering the challenges posed by Covid-19 pandemic.

We continuously receive support from erstwhile parent company Prolec GE, Mexico to improve the operational performance. Our focus currently is to improve productivity, control the nonoperational cost and deliver the best quality transformers. The price pressure is immense and it is impacting the entire industry. In the challenging environment, with improved sourcing strategies and cost optimization our focus is to improve revenue and optimize the margin in the coming years.

A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Managements Discussion and Analysis section, which forms a part of this annual report.

CHANGE IN HOLDING/ PARENT COMPANY

Prolec GE Internacional, S.De. R.L. De C.V entered into a Share Purchase Agreement (the "SPA") with Shirdi Sai Electricals Limited on December 20, 2019 for sale/ transfer of 73,66,302 equity shares (constituting 69.36% of the total equity share capital) of the company. As a consequence to this SPA, Shirdi Sai Electricals Limited gave an open offer to the shareholders of the company and acquired 4,54,873 equity shares ( constituting 4.28% of the total equity share capital) of the company under the open offer in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations.

On September 03, 2020, the transfer of 73,66,032 equity shares (constituting 69.36% of the total equity share capital) from Prolec GE Internacional, S. De. R.L. De C.V to Shirdi Sai Electricals Limited has been completed.

Effective September 03,2020, Shirdi Sai Electricals Limited has become the promoter and holding company by controlling the majority shareholding of 78,20,905 equity shares (constituting 73.64% of the total equity share capital) of the Company.

This change in controlling stake opens numerous opportunities to the company as the holding company (SSEL) is one of the largest player in Distribution segment. Since, ITTL and SSEL have been positioned well in the respective transformer segments, a combination of SSEL and ITTL is expected to gain significant edge in the market.

Consequent to the change in controlling stake from Prolec GE to SSEL, the company has entered into a Transitional Trademark License Agreement for using the brand name "PROLEC" and shall pay 2.5% of the turnover as royalty for the brand usage to Prolec GE Internacional, S.De. R.L. De C.V.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of six experienced directors from diverse areas, which enables the Board to provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year the composition of the Board underwent the following changes:

Name DIN Nature of Change Nature of Directorship Effective Date
Mr. Gunjan Bhartia 03366633 Resignation Non-Executive June 24, 2020
Mr. M S Srinivasan 00261201 Resignation Independent August 07, 2020
Mr. Ajay Kumar Dhagat 00250792 Appointment Independent August 13, 2020
Mr. P V Krishna 02459872 Retirement Independent August 13, 2020
Ms. Tabassum M Wajid 06904452 Retirement Independent August 13, 2020
Dr. Sutanu Behuria 00051668 Appointment Independent August 19, 2020
Mr. N Visweswara Reddy 02996298 Appointment Non-Executive September 03, 2020
Mr. Sharat Chandra Kolla 08851423 Appointment Non-Executive September 03, 2020
Mr. Ricardo Suarez Garza 07194157 Resignation Non-Executive September 03, 2020
Ms. Leena M Sathyanarayanan 08947423 Appointment Independent November 05, 2020

Consequent to the change in the promoter/ holding company the aforesaid changes took place in the Board during the year.

The Board of Directors of the Company as on date of this report is as follows:

Mr. Visweswara Reddy - Chairman & Non-Executive Director
Mr. Shridhar Gokhale - Whole-Time Director
Mr. Sharat Chandra Kolla - Non-Executive Director
Mr. Ajay Kumar Dhagat - Independent Director
Dr. Sutanu Behuria - Independent Director
Ms. Leena M Sathyanarayanan - Independent Director

There were no changes in the composition of Key Managerial Personnel of the Company. The Key Managerial Personnel of the Company as on date of this report is as follows:

Mr. Shridhar Gokhale - Whole-Time Director
Mr. Saikrishnan C. P. - Chief Financial Officer
Mr. Sathyamoorthy A - Company Secretary

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met seven (7) times during the financial year. The said meetings were held on June 30, 2020; August 27, 2020; September 03, 2020; September 15, 2020; November 09, 2020; November 20, 2020 and February 10, 2021.

The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap between two meetings. The necessary quorum was present for all the meetings.

BOARD COMMITTEES

Board Committees plays a vital role in improving the Board effectiveness in areas where more focus and discussions are required. Board has constituted three Committees in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its compositions are as follows:

(i) Audit Committee

The composition of the Audit Committee as on date of this report:

Mr. Ajay Kumar Dhagat, Chairman

Dr. Sutanu Behuria, Member

Mr. Sharat Chandra Kolla, Member

Ms. Leena M Sathyanarayanan, Member

(ii) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on date of this report:

Mr. Ajay Kumar Dhagat, Chairman

Dr. Sutanu Behuria, Member

Mr. Sharat Chandra Kolla, Member

(iii) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as on date of this report:

Mr. Sharat Chandra Kolla, Chairman

Mr. Ajay Kumar Dhagat, Member

Mr. Shridhar Gokhale, Member

Details in respect of each Committee during the year are provided in the Corporate Governance Report forming part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, that;

a) In the preparation of the annual financial statements for the financial year ended March 31, 2021 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 2020-21 and of the statement of Profit and Loss of the Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) The Directors had prepared the accounts for the financial year ended March 31, 2021 on a going concern basis;

e) The Directors had laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and were operating effectively;

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.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Companys policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

As a policy, the sitting fees paid to the independent directors was Rs. 30,000/- per meeting per person for attending the Board and Audit Committee Meetings and Rs. 5,000/- per meeting per person for attending Stakeholders Relationship Committee and Nomination & Remuneration Committee meetings.

COMMENTS ON AUDITORS REPORT / SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. ASA & Associates LLP, Statutory Auditors, in their report and by M/s. J B Bhave & Co., Company Secretaries in their secretarial audit report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loans, guarantee or made any investments covered under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SECTION 188(1) OF COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure "I".

ENCUMBERANCE OF PROMOTERS SHAREHOLDING

Pursuant to the enhancement of credit facility with State Bank of India upto a total limit (both fund based and non-fund based) of Rs. 50 Crores, one of the conditions of the sanction mandated pledge of the shares held by the Promoter M/s. Shirdi Sai Electricals Limited. In this regard, 30% of the Total Equity Share Capital of the company (i.e.) 31,86,000 Shares held by M/s Shirdi Sai Electricals Limited has been pledged in favour of SBICAP Trustee Company Limited ("Share Pledge Trustee") towards the enhanced facility of Rs. 50 Crores sanctioned by State Bank of India.

SECRETARIAL AUDITORS / SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s. J B Bhave & Co., Company Secretaries, Pune to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report in Form MR-3 is given in Annexure - II, forming part of this report.

DIVIDEND

Considering the accumulated losses and keeping in mind to source to finance the future business plans with internal funds, no dividend has been recommended by the Board of Directors of the Company for Financial Year 2020-21.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, 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 this report.

BOARD EVALUTION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held on February 10, 2021, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure III.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices. A separate Report on Corporate Governance is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to the Corporate Social Responsibility (CSR) were not applicable to the Company during the Financial Year 2020-21. However, the reported profits of the Financial Year 2020-21 brings the company into the purview of CSR provisions. Accordingly, the Company shall ensure compliance of CSR provisions with respect to constitution of the CSR Committee, CSR policy formulation, etc., in the current financial year 2021-22. Apart fom the regulatory requirements, the companys approach towards CSR is holistic and integrated with the core business strategy for addressing social and environmental impacts of business. The Company is committed to undertake the CSR activities to address the well-being of all stakeholders and not just the companys shareholders.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration No. 009571 N/N500006), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2020-21 and shall hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2025.

During the year, M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022) the erstwhile statutory auditors of the company completed their second five year term at the preceding annual general meeting of the company held on October 16, 2020.

FIXED DEPOSITS / PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits or Public Deposits covered under Chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of Internal Financial Controls in place with reference to the financial statements. Audit Committee periodically reviews the Internal Financial Control and Risk Assessment System of the Company. During the year, Internal Financial Controls were tested and no material weaknesses in the design or operating effectiveness were observed.

COST AUDITORS

Mr. M J Gopalakrishnan, Cost Accountant, who was appointed as the Cost Auditor for the Financial Year 2020-21 at the Board Meeting of the Company held on June 30, 2020 and whose remuneration was ratified on the Annual General Meeting held on October 16, 2020, tendered his letter of resignation as cost auditors of the company on June 02, 2021 on account of his personal reasons.

In order to fill the casual vacancy caused due to resignation of Mr. M J Gopalakrishnan, based on recommendation of the Audit Committee, the Board of Directors of the Company on their meeting held on June 22, 2021 appointed M/s Thanigaimani & Associates, Cost Accountants (Firm Registration No: 101899) as Cost Auditor of the Company for the financial year 202021 to fill the casual vacancy, on a remuneration as mentioned in the Notice convening the 29th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

With respect to the current financial year 2021-22, pursuant to section 148 and rules made there under and based on the recommendation of the Audit Committee, your Board has approved the appointment of M/s. Thanigaimani & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2021-22, on a remuneration as mentioned in the Notice convening the 29 Annual General Meeting for conducting the audit of the cost records maintained by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a "Vigil Mechanism (Ombuds & Open Reporting Procedure)" to provide an avenue to stakeholders, including employees and directors, to report concerns related to any actual or potential violation of law or violation of the Companys Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism.

The Whistle Blower Policy is explained in corporate governance report and also placed on the notice board and the website of the Company at www.indo-tech.com

RISK MANAGEMENT FRAMEWORK

The Company has formulated a Risk Management policy to identify, assess, monitor and mitigate various risks to the Company. Identified risks and the mitigation plans are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

ANNUAL RETURN

As per provisions of Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the draft Annual Return in the Form MGT-7 is hosted on website of your Company at www.indo-tech.com

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India during the year.

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

The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

A. CONSERVATION OF ENERGY

Your Company has constantly been emphasizing on optimization of energy consumption in every possible area. Further, your company acknowledges that power conservation is a necessity not only for future availability, but also for environmental safety. Various avenues are being explored at periodic interval and after careful analysis, planning measures are being initiated to minimize the consumption of energy by optimum utilization of energy consuming equipment. Your Company is not a power intensive industry and hence the scope for saving of energy is limited. However, the following energy saving measures has been carried out.

a) Your Company has 2 windmills in Tirunelveli, Tamil Nadu. The Company is adjusting the units generated against consumption at factory. This has reduced per unit energy cost to the Company.

b) Your company has in place adequate safeguards against excessive consumption and wastage of energy, in form of energy-friendly apparatus, modern technologies as well as minimal usage mechanism.

B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT:

This year your company has successfully conducted short circuit test on 25 MVA Transformer which was part of Metro Rail project at Central Governments CPRI laboratory at Bengaluru. This demonstrate your companys capability to produce robust and performing product using best of technology available. We shall continue to focus on this area in times to come.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companys exposure to foreign currency risk at the end of the reporting period mentioned in Note 28 to the financial statements for the year ended March 31, 2021.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year 2020-21, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SUBSIDIARY COMPANIES

As at March 31, 2021 there is no subsidiary company.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Shirdi Sai Electricals Limited, Xignux, Prolec GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the financial year and are deeply grateful to the shareholders of the Company for the confidence and faith.

For and on behalf of the Board of Directors INDO-TECH TRANSFORMERS LIMITED
Sharat Chandra Kolla Shridhar Gokhale
Director Whole-Time Director
DIN:08851423 DIN : 08349732
Place: Kancheepuram
Date : June 22, 2021