Tarapur Transformers Ltd Directors Report

Dear Members,

The Directors of your Company have pleasure in presenting 38(th)Annual Report together with the Audited Accounts and Auditors’ Report for the year ended 31(st) March 2026.

1. Financial summary or highlights/ Performance of the Company (Standalone): The financial performance of the Company for the Year ended 31st March, 2026 is as summarized below:

(Rs.In Lacs)

Particulars	2025-2026	2024-2025
Other Income	139.75	121.47
Profit / (Loss) before Interest, Depreciation & Taxation	65.21	(890.82)
Less – Interest	100.50	130.26
Profit / (Loss) before Depreciation & Taxation	(35.29)	(1,021.08)
Less – Depreciation	40.12	73.25
Profit / (Loss) before Exceptional Items & Tax	(75.41)	(1,094.33)
Less – Exceptional Item	—	(2,726.92)
Net Profit / (Loss) before Tax	(75.41)	1,632.59
Less – Provision for Taxation (Including Deferred Tax)	172.70	17.58
Net Profit / (Loss) for the Year	(248.11)	1,615.01
Add / (Less) – Surplus / (Deficit) brought forward from previous year	(8,231.24)	(9,827.02)
Add / (Less) – Retained Earnings / Other adjustments	—	—
Profit available for Appropriations / (Loss)	(8,481.06)	(8,231.24)
Appropriations	—	—
Balance Carried to Balance Sheet	(8,481.06)	(8,231.24)

2. Performance Review:

The Company recorded Other Income of Rs. 139.75 Lakhs during the financial year 2025- 26 and incurred a net loss of Rs. (248.11) Lakhs during the said financial year, as against a net profit of Rs. 1,615.01 Lakhs in the financial year 2024- 25.

3. Annual Return:

The Extract of Annual Return of the Company as on 31st March 2026 in Form MGT- 7 in accordance 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 2025-2026, 5 meetings of the Board of Directors held on, 29th May 2025, 13th August 2025, 28th August 2025, 13th November 2025, and 11th February 2026. Independent Directors Meeting held on 11th February 2026.

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:-

i) Statutory Auditor Report:

The Statutory Auditors have issued a Qualified Opinion on the financial statements of the Company for the financial year ended March 31, 2026. The qualifications and observations made by the Statutory Auditors, along with the explanations/comments of the Board of Directors thereon, are as under:

a) Non-receipt of Balance Confirmations:

The Statutory Auditors have reported that balance confirmations from certain parties were not received as at March 31, 2026. The management is in the process of obtaining the requisite balance confirmations and taking necessary steps for reconciliation and confirmation of the outstanding balances.

b) Non-compliance with Ind AS 116 -Leases:

The Statutory Auditors have observed that certain lease arrangements require compliance with Ind AS 116. The Company is taking necessary steps to review the lease arrangements and ensure appropriate accounting and disclosure in accordance with the applicable accounting standards.

c) Loans and Advances / Documentation:

The Statutory Auditors have observed that certain loans and advances were granted without proper documentation and without clearly stipulated terms relating to repayment of principal and interest. The management has taken note of the observation and is taking necessary steps to strengthen documentation and ensure that appropriate terms and conditions are recorded for loans and advances.

d) Non-compliance with Sections 185 and 186 of the Companies Act, 2013:

The Statutory Auditors have reported certain instances of non-compliance with Sections 185 and 186 of the Act in respect of loans/advances. The Company is taking necessary corrective measures and has proposed appropriate actions/approvals, wherever applicable, to ensure compliance with the provisions of the Act.

e) Statutory Dues:

The Statutory Auditors have reported certain outstanding statutory dues and delays in payment of certain statutory dues. The management is taking necessary steps for reconciliation and settlement of the outstanding dues and for timely compliance with applicable statutory requirements.

f) Non-provision of Interest:

The Statutory Auditors have observed non-provision of interest amounting to ?67.50 lakhs in respect of borrowings from Gaganbase Vincom Private Limited. The management has taken note of the observation and is reviewing the matter and taking appropriate corrective measures.

g) Non-physical Verification of Property, Plant and Equipment:

The Statutory Auditors have observed that physical verification of Property, Plant and Equipment was not carried out during the year. The Company is taking necessary steps to conduct physical verification and strengthen the related internal controls.

The detailed observations and qualifications of the Statutory Auditors form part of the Independent Auditors Report annexed to the Annual Report.

ii) Secretarial Auditor Report:

The Secretarial Auditors Report for the financial year ended March 31, 2026, as issued by the Secretarial Auditor, is annexed to this Report as Annexure-3. The observations/qualifications, if any, made by the Secretarial Auditor and the explanations/comments of the Board of Directors thereon are appropriately dealt with in the said Report.

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:

During the year under review, all contracts or arrangements entered into with related parties, as defined under Section 2(76) of the Companies Act, 2013, were in the ordinary course of business and on an arms length basis. The details of transactions pursuant to Section 134(3)(h) of the Companies

Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith in Form AOC- 2 as Annexure- 1

During the year, the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS- 18 which is forming part of the notes to the financial statement.

9. Reserves:

As at March 31, 2026, the Other Equity of the Company stood at Rs. (2,136.21) Lakhs as compared to Rs. (1,886.39) Lakhs as at March 31, 2025.

10. Dividend:

The 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:

Subsequent to the end of the financial year, the Securities and Exchange Board of India ("SEBI"), vide its order dated August 31, 2026, has, inter alia, restrained the Company from accessing the securities market and from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, for a period of three years from the date of the said order. The said order also clarifies that the directions shall not restrain or prohibit any restructuring or reorganisation or conduct of business involving infusion of funds by way of loan or issuance of debt securities or equity on private placement basis to promoters, directors or other informed investors.

The monetary penalties specified in the said order have been imposed on certain other Notices and no monetary penalty has been imposed on the Company. The Company is evaluating the implications of the said order and the appropriate course of action

The Company received a notice dated 29 July 2026 from the Office of the Regional Director, Western Region, Ministry of Corporate Affairs, pursuant to an investigation ordered under Section 210(1)(c) of the Companies Act, 2013, seeking information and records relating to the affairs of the Company for the period from 1 April 2018 to 31 March 2026. As on the date of this Report, the investigation is pending and no final findings or order have been communicated to the Company. Accordingly, the final outcome of the investigation cannot be commented upon at this stage.

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.

1. 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:

There is no change in the nature of business during the Financial Year under review.

16. Directors & Key Managerial Personnel:

A) During the financial year 2025-26 and up to the date of this Report, the following changes occurred in the composition of the Directors and Key Managerial Personnel of the Company:

Mrs. Preeti Sehgal (ACS number- A63610) had resigned from the office of Company Secretary and a Compliance officer w.e.f July 1, 2025

Mrs. Hiral Jainesh Shah (ACS number- A50037) appointed as a Company Secretary and a Compliance officer w.e.f November 13, 2025.

Ms. Vaishali Anil Pawar appointed as Chief Financial Officer (KMP) of the Company w.e.f. November 13, 2025.

B) Declaration by an Independent Director(s) and re- appointment, if any:

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 11th February 2026. All the independent directors were present for the meeting.

C) Formal Annual Evaluation:

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.

D) Policy on Directors Appointment, Remuneration & Other Details:

The Companys Policy on directors appointment and remuneration and other matters provided in section 178(3) of the act has been disclosed in the Corporate Governance report.

Name of Director	Designation	Remuneration (Rs. in Lakhs)	Sitting Fees (Rs. in Lakhs)
Ms. Tabbasum Azim Shaikh	Non-Executive Non-Independent Director	1.20	—
Ms. Meenakshi Gupta	Non-Executive Independent Director	—	1.20
Mr. Asbab Shoukaf Sayyed	Non-Executive Independent Director	—	1.20
Dr. Digambar Kishor Patil	Non-Executive Non-Independent Director	1.22	—
Mr. Yash Dilip Betkar	Executive Director	0.98	—
Total		3.40	2.40

17. Committees of the Board:

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 2025- 2026. The Composition of Committees, as per applicable provision of the Act and Rules, are as follows as on 31/03/2026.

Name of the Committee	Composition of the Committees
Audit Committee	1. Mr. Michael Elias Dalmet (Chairperson)
	2. Ms. Tabbasum Azim Shaikh (Member)
	3. Ms. Meenakshi Gupta (Member)
Nomination & Remuneration Committee	1. Ms. Meenakshi Gupta (Chairperson)
	2. Mr. Michael Elias Dalmet (Member)
	3. Ms. Tabbasum Azim Shaikh (Member)
Stakeholder Relationship Committee	1. Mr. Michael Elias Dalmet (Chairperson)
	2. Ms. Tabbasum Azim Shaikh (Member)
	3. Ms. Meenakshi Gupta (Member)

18. Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available in the companys 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 harassment 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.

20. Particulars of Employees:

The company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/ - or Rs. 1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of Annexure to the Boards report: - i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure- 2

21. Details of Subsidiary/JV/Associate Companies:

The Company has no Subsidiary/JV/Associate Companies during the year.

22. Deposits:

The Company has not accepted or invited any deposits during the Financial Year 2025- 2026.

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

There are no material changes and commitments affecting the financial position of the Company.

24. Auditors:

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("Act") read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Sandeep Dubey & Associates, Practising Company Secretaries (COP No. 17902), have been appointed as the Secretarial Auditors of the Company for the first term of five (5) consecutive financial years from F.Y. 2025- 26 to F.Y. 2029- 30. The Secretarial Audit Report issued by M/s. Sandeep Dubey & Associates for the financial year 2025- 26 is annexed to this Report as Annexure- 3.

Statutory Auditor

Pursuant to the provisions of Sections 139 and 142 of the Companies Act, 2013 ("Act") and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, M/s. Grandmark & Associates, Chartered Accountants (Firm Registration No. 011317N), have been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting. The Statutory Auditors Report issued by M/s. Grandmark & Associates for the financial year 2025- 26 is annexed to this Report.

25. Brief description of the Companys working during the year:

During the financial year 2025- 26, the Company continued its operations through its manufacturing unit located at Kanchad. The Company recorded Other Income of Rs. 139.75 Lakhs during the year and incurred a net loss of Rs. 248.11 Lakhs. The Company continues to focus on managing its operations and financial resources efficiently.

26. Details in respect of internal financial controls with reference to the Financial 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-4.

27. Cash Flow Statement:

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 31/03/2026 is annexed here to as a part of the Financial Statement.

28. Postal Ballot:

During the year no meetings through Postal Ballot were held

29. Share Capital:

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 companys share is listed on BSE as well as NSE. However, the company has paid the Annual Listing Fees for the financial year 2025- 2026.

31. State of Companys Affairs:

A detailed review of the company Affairs, operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report, which forms part of this Report.

32. Corporate Governance:

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- 5). The Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report, annexed as (Annexure 6).

33. Tax Provisions:

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 co- operation 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 Companys executives, staff and workers.

On behalf of the Board of Directors, For Tarapur Transformers Limited

Sd/- Yash Betkar Director DIN:10944640

Place: Mumbai Date: 13th August 2026