Indo Tech Transformers Ltd Directors Report

To the Members,

The directors present the Companys 33^rd Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

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

(Rupees in Lakhs)

PARTICULARS	Current Year 2024-2025	Previous Year 2023-2024
Revenue from Operations	61,177.74	50,321.05
Other Income	1,644.69	670.77
Total Income	62,822.43	50,991.82
Earnings before Interest, Tax, Depreciation & Amortization	9,257.06	6,590.12
Less: Interest, Depreciation & Amortization Expenses	658.85	862.10
Earnings Before Tax	8,598.21	5,728.02
Less: Tax Expenses	2,210.05	1,042.00
Earnings After Tax	6,388.16	4,686.02
Other Comprehensive Income/ (Expense)	(28.83)	(60.48)
Total Comprehensive Income	6,359.33	4,625.55

Financial results for the financial year ended March 31, 2025, are prepared in compliance with the Indian Accounting Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.

PERFORMANCE REVIEW

Your Company has reported annual revenue from operations for FY 2024-25 INR 61,177.74 Lakhs which is 21.57% increase from previous year revenue of INR 50,321.05 Lakhs. The EBITDA for the FY 2024-25 stood at INR 9,257.06 Lakhs reporting a growth of 40.47 % as compared to EBITDA of INR 6,590.12 for the FY 2024-25. The Profit After Tax (PAT) for the FY 2024-25 stood at INR 6,388.16 Lakhs reporting a growth of 36.32% as compared to the PAT of INR 4,686.02 Lakhs for the FY 2024-25.

Owing to competition in space of select customers & the raw material cost, there are margin pressures. We have focused on better sourcing and design optimization so that we protect our margins going forward.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of seven 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.

The Board of Directors of the Company as on March 31, 2025 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
Mr. Sudheer Vennam	- Non-Executive Director

The Key Managerial Personnel of the Company as on March 31, 2025 is as follows:

Mr. Shridhar Gokhale	- Whole-Time Director*
Mr. SaiKrishnan C. P.	- Chief Financial Officer
Mr. Manikandan M	- Company Secretary?
Mr. Karthick. D	- Compliance Officer

There were no changes in the Board of Directors during the reporting period.

* Mr. Shridhar Gokhale, Chief Executive Officer and Whole Time Director decided to move out for his personal reasons and the board accepted his resignation and Subsequently appointed Mr. Purushothaman M as his successor. This change was made as per succession planning within the company.

@Mr. Manikandan. M, Company Secretary and Compliance Officer had stepped down first as Compliance Officer with effect from March 27, 2025 and from Company Secretary position effective April 10, 2025 and Mr. Karthick. D was appointed as Compliance Officer on March 27, 2025 and Mr. Shiva Prasad Padhy was appointed as Company Secretary with effect from May 20, 2025. Mr. Dayanand Ramakrishnan was appointed as Chief Operating Officer with effect from May 20, 2025

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met five (5) times during the financial year. The said meetings were held on May 23, 2024; August 06, 2024; November 12, 2024; December 31, 2024 and February 11, 2025.

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 composition during the year are as follows:

S. No Name of the Committee	Composition
1. Audit Committee	i) Mr. Ajay Kumar Dhagat, Chairman
	ii) Dr. Sutanu Behuria, Member
	iii) Mr. Sharat Chandra Kolla, Member
	iv) Ms. Leena M Sathyanarayanan, Member
2. Nomination and Remuneration Committee	i) Mr. Ajay Kumar Dhagat, Chairman
	ii) Dr. Sutanu Behuria, Member
	iii) Mr. Sharat Chandra Kolla, Member
3. Stakeholders Relationship Committee	i) Mr. Sharat Chandra Kolla, Chairman
	ii) Mr. Ajay Kumar Dhagat, Member
	iii) Mr. Shridhar Gokhale, Member
4. Corporate Social Responsibility Committee	i) Mr. Sharat Chandra Kolla, Chairman
	ii) Ms. Leena M Sathyanarayanan, Member
	iii) 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, 2025, 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 2024-25 and of the statement of Profit 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, 2025, 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, currently the independent directors are paid sitting fee of Rs. 40,000/- 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, Nomination & Remuneration Committee and Corporate Social Responsibility Committee meetings.

SUCCESSION PLANNING

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee in consultation with the Board of Directors work along with the Human Resource department of the Company for a structured leadership succession plan.

RECLASSIFICATION OF ERSTWHILE PROMOTER

Pursuant to Share Purchase Agreement (the "SPA") between Shirdi Sai Electricals Limited ("SSEL") and Prolec GE Internacional, S.De. R.L. De C.V ("Prolec GE") dated December 20, 2019, SSEL acquired the 529,593 equity shares of face value Rs. 10 each (the "Residual Shares") representing 4.99% of the paid-up equity share capital of the Company by way of off-market purchase on October 23, 2023.

Consequent to the aforesaid share transfer, the company received a request from Prolec GE, erstwhile Promoter for reclassification from Promoter to Public category. Accordingly, in compliance with Regulation 31A of SEBI (LODR) Regulations 2015, the company filed an application to the Stock Exchanges, i.e., BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE) on January 12, 2024 for the said reclassification. In consideration of the application, the Stock Exchanges (BSE and NSE) approved the reclassification of the erstwhile promoter on November 12, 2024.

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".

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration No. 009571N/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 ensuing Annual General Meeting. Being eligible and consented for their re-appointment, Audit committee and the Board of Directors recommend and propose the re-appointment of M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration No. 009571N/N500006) as Statutory Auditor for 2^nd term of 5 consecutive years, to hold office from the conclusion of the 33^rd Annual General Meeting until the conclusion of the 38^th Annual General Meeting of the Company.

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, 2025. The Secretarial Audit Report in Form MR-3 is given in Annexure - II, forming part of this report.

In compliance with Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (LODR)

Regulations and amendments thereto, Being eligible and consented for their re-appointment, Audit committee and the Board of Directors recommend and propose the appointment of M/s. J B Bhave & Co, Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM.

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.

COST AUDITORS

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 Mr. K Suryanarayanan, Cost Accountant (Registration No: 102347), as the Cost Auditor of the Company for the financial year 2025-2026, on a remuneration as mentioned in the Notice convening the 33^rd Annual General Meeting for conducting the audit of the cost records maintained by the Company.

32 MAINTENANCE OF COST RECORDS

The Company has maintained the required cost records as prescribed under Section 148(1) of the Companies Act, 2013, read along with Companies (Cost Records and Audit) Rules, 2014.

DIVIDEND

In order to strengthen the liquidity position of the company, your board of directors has decided to utilize the retained earnings towards funding of the capacity addition. Hence, no dividend has been recommended by the Board of Directors of the Company for Financial Year 2024-25.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to the General Reserves of the Company.

DISRUPTION IN OPERATIONS

The production operations at the factory were temporarily suspended from April 29, 2024 to May 23, 2024, on account of the disturbances caused by the workers owing to the difference of opinion in computation of VDA (Variable Dearness Allowance). The dispute was resorted to Conciliation before Deputy Commissioner of Labour (DCL), Kancheepuram. The parties arrived at a settlement on May 23, 2024. Accordingly, the DCL documented the settlement arrived between the parties in writing.

The operations at the factory resumed effective May 24, 2024. As on date of this report, there is no material loss/ damage impacting the financial position of the company.

MATERIAL CHANGES AND COMMITMENTS

Apart from the changes in the Board of Director and Key Managerial Personnel, 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 the report.

BOARD EVALUTION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors including Independent Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held on March 31, 2025, reviewed the performance of the Board as a whole, 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, as amended, also form part of this Annual Report. However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to all the members of the Company and others entitled thereto. The said information is open for inspection and any member interested in obtaining the same may write to the Company Secretary and will be furnished on request.

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.

SECRETARIAL STANDARDS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any statutory modifications/amendments thereto for the time being in force. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

Apart from 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.

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.

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 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 Internal Risk Management Committee, Audit Committee and the Board of Directors of the Company.

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 optimization of energy consumption in every possible area by implementing regular energy audits to monitor consumption through Energy Management Dashboard to enable precise monitoring and optimization of energy consumption across various Sub Power Panels. This data-driven approach resulted in targeted interventions and efficiency improvements such as:

a) Energy-Efficient Lighting within Factory

Premises: All streetlights within the factory premises have been upgraded from conventional 250W sodium vapour lamps to energy-efficient 120W LED lights. This initiative resulted in 5 % reduction in power consumption, improved illumination quality, and contributed to long-term cost savings.

b) Machinery Efficiency Enhancement:

Traditional electrical contractors in all winding 33 machines were replaced with Variable Frequency Drives (VFDs), contributing 3% energy savings and enhanced operational efficiency.

c) Fuel Optimization: The usage of furnace oil was substituted with briquettes, resulting in annual fuel cost savings of approximately 87 Lakh and enhancing overall environmental sustainability.

d) Water Conservation: Recycled UF-treated water from the Sewage Treatment Plant (STP) is being utilized for toilet flushing purposes, promoting water conservation and sustainable resource management.

B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

a) IoT-Based Oven Performance Monitoring:

Implementation of IoT-enabled temperature monitoring system for DT ovens. This provides real-time temperature data with hourly alerts via email and SMS, ensuring optimization of performance.

b) Transformer Oil Level Monitoring: Installation of level transmitters with hooter alert system on transformer oil tank to monitor oil levels on real time, preventing overflow incident and ensuring operational safety.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companys exposure to foreign currency risk at the end of the reporting period mentioned in Note 30 to the financial statements for the year ended March 31, 2025.

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 Annual Return in the Form MGT- 7 is hosted on website of your Company at www.indo- tech.com

REPORTING OF FRAUDS

During the year under review, the Internal Auditor, Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the Financial Year under review, no regulator or court has passed any significant and / or material orders 34 impacting the going concern status of the Company and its future operations.

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 2024-25, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT ON COMPLIANCE OF MATERNITY BENEFITS ACT, 1961

The company has complied with the provisions of Maternity Benefits Act, 1961.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No application was made or any proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

d) There has been no change in the nature of business of your Company.

e) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

f) There was no revision of financial statements and Boards Report.

SUBSIDIARY COMPANIES

As at March 31, 2025, 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 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

Place: Kancheepuram	Sharat Chandra Kolla	M. Purushothaman
Date : July 04, 2025	Director	Chief Executive Officer & Whole-Time Director
	DIN :08851423	DIN : 11074837