Tarapur Transformers Ltd Directors Report

Dear Members,

The Directors of your Company have pleasure in presenting 37th Annual Report together with the Audited Accounts and Auditors Report for the year ended 31st March 2025.

1. Financial summary or highlights/ Performance of the Company (Standalone): The financial performance of the Company for the Year ended 31st March, 2025 is as summarized below:

(Rs. In Lacs)

Particulars	2024-2025	2023-2024
Gross Turnover & Other Income	121.47	69.65
Profit /(Loss) before Interest, Depreciation & Taxation	(890.82)	(5.32)
Less - Interest	130.26	35.64
Profit /(Loss) before Depreciation & Taxation	(1021.08)	(41.01)
Less - Depreciation	73.25	83.89
Profit / (Loss) before Exceptional Items & tax	(1094.33)	(124.90)
Less: Exceptional Item	(2726.91)	-
Net Profit / (Loss) before Tax	1632.59	(124.90)
Less- Provision for Taxation (Including Deferred Tax)	17.58	-
Net Profit / (Loss) for the year	1615.01	(124.90)
Add/( less) Surplus/ (deficit) brought forward from previous Year	(9865.32)	(9740.42)
Add/( less) Retain Value Assets	-	-
Profit available for Appropriations/ Loss)	(8250.31)	(9865.32)
Appropriations:	-	-
Balance Carried to Balance Sheet	(8250.31)	(9865.32)

2. Performance Review:

The Net Turnover of the Company is Rs.121.47 Lakhs, and the Company has incurred net profit of Rs.1615.01 Lakhs for the F.Y 2024-25. Company has also incurred the loss Rs. (124.90) in the F.Y. 2023-24.

3. Annual Return: The Extract of Annual Return of the Company as on 31st March 2025 in Form MGT-9 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 2024-2025, 6 meetings of the Board of Directors held on, 29th May 2024, 30th May 2024, 13th Aug 2024, 02nd Sep 2024, 14th Nov 2024, 14th Feb 2025.

Independent Directors Meeting held on 03rd March 2025.

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:

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

ii) Secretarial Auditor Report:

Secretarial Auditor Report itself is self-explanatory in the nature .Attached as an "Annexure- B"

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, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on arms length basis. Details of transactions pursuant to compliance of section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per "Annexure- A" in the FORM AOC-2.

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: In the financial year 2024-2025 reserve maintained with the Company is Rs. (1886.39) Lacs while in year 2023-2024, reserve was Rs. (3482.17) 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

16. Directors& Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel:

From the Financial year 2024-2025 to till dated, the following changes have occurred in the constitution of Directors / KMP of the Company:

> Mrs. Preeti Sehgal (ACS number- A63610) Appointed as a Company Secretary and a Compliance officer w.e.f August 13, 2024, and she been has resigned from the office of Company Secretary and a Compliance officer w.e.f July 1, 2025

> Mr. Asbab Sayyed (DIN:10740817) Appointed as an Non-Executive Independent Director of the Company w.e.f. August 13, 2024.

> Mr. Digambar Patil (DIN: 10725330) Appointed as an Non-Executive Non-Independent Director w.e.f. August 13, 2024.

> Mr. Suresh Sakharam More (DIN: 06873425), Has Been Resigned As Managing Director of the Company with effect From 30th September 2024.

> Mr. Yash Betkar (DIN: 10944640) Appointed as an additional director (Executive Director w.e.f. February 14, 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 on03rd March 2025. 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.

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.

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 2024-2025.The Composition of Committees, as per applicable provision of the Act and Rules, are as follows as on 31/03/2025.

Name of the Committee	Composition of the Committees
Audit Committee	1. Ms.Tabbasum Azim Shaikh -(Member)
	2.Mr.Michael Elias Dalmet (Chairperson)
	3.Ms. Meenakshi Gupta (Member)
Nomination& Remuneration Committee	1. Ms.Tabbasum Azim Shaikh -(Member)
	2.Mr.Michael Elias Dalmet- (Member)
	3. Ms. Meenakshi Gupta (Chairperson)
Stakeholder Relationship Committee	1. Ms.Tabbasum Azim Shaikh -(Member)
	2.Mr.Michael Elias Dalmet (Chairperson)
	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 AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: 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.

20. Managerial Remuneration:

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,

The percentage increase in the remuneration of each Director and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year is as follows:

Remuneration Paid:

During the period under review, the Company paid the following amounts as sitting fees and remuneration:

• ^1.30 lakhs to Ms. Tabbasum Shaikh (Non-Executive, Non-Independent Director)

• ^1.20 lakhs to Ms. Meenakshi Gupta (Non-Executive, Independent Director)

• ^1.07 lakhs to Mr. Suresh More (Executive Director and Chairperson)

• ^0.70 lakhs to Mr. Asbab Shoukat Sayyed (Non-Executive, Independent Director)

• ^0.81 lakhs to Mr. Digambar Patil (Non-Executive, Non-Independent Director)

i. The percentage Increase in remuneration of Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not applicable .

ii. The percentage increase in the median remuneration of employees in the financial year: Not applicable .

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

iv. 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

v. 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.

22. Deposits:

The Company has not accepted or invited any deposits during the Financial Year 2024-2025.

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:

According to the provision of section 204 of 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. Sandeep Dubey & Associates (COP No.17902), enclosed as a part of this Report.

Statutory Auditor

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 34th Annual General Meeting till the conclusion of 39thAnnual General Meeting.

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

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-C)

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 31/03/2025 is annexed here to as a part of the Financial Statement.

28. Postal Ballot :

During the year No 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 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 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-D). The Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report, annexed as (Annexure E).

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

Date: 28-08-2025 Place: Mumbai