TD Power Systems Ltd Directors Report

Dear Members

Your Directors present the Twenty-Fifth Annual Report (Report) together with the Audited Financial Statements of the Company (TDPS) for the fiscal 2024 (April 1 2023 to March 31 2024).

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars	For the year ended
	March 31, 2024	March 31, 2023
Revenue from operations and other Income	100,738.01	84,348.64
Earnings before interest, tax, depreciation and amortization including other income and exceptional item	18,714.38	14,012.38
Finance cost	30.96	106.37
Depreciation and amortization	2031.45	1,964.46
Profit before Tax (PBT) including exceptional items	16,651.97	11,941.55
Tax expense	4,234.15	3,095.72
Profit after Tax (PAT) including exceptional item	12,417.82	8,845.83
Other Comprehensive Income	(192.08)	(4.03)
Total Comprehensive Income including exceptional item	12,225.74	8,841.80

Note: The above figures are on standalone basis and are extracted from the standalone financial statement of the company.

On a standalone basis, total income increased by Rs 16,389.37 Lakhs, or 19.43%, to Rs 1,00,738.01 Lakhs in Fiscal 2024 from Rs 84,348.64 Lakhs in Fiscal 2023. Earnings Before interest, tax, depreciation and amortization including exceptional items (EBITDA) increased by Rs 4,702 Lakhs or 33.56% to Rs 18,714.38 Lakhs in fiscal 2024 as compared to Rs 14,012.38 Lakhs in fiscal 2023. Profit before tax including exception items increased by Rs 4,710.42 Lakhs, or 39.45%, to Rs 16,651.97 Lakhs in fiscal 2024 from Rs 11,941.55 in fiscal 2023. Profit after tax increased by Rs 3,571.99 Lakhs, or 40.38% to Rs 12,417.82 Lakhs in fiscal 2024 from Rs 8,845.83 Lakhs in fiscal 2023. Total comprehensive income increased by Rs 3,383.94 Lakhs or 38.27% to Rs 12,225.74 Lakhs in fiscal 2024 as compared to Rs 8,841.80 Lakhs in fiscal 2023.

The net worth of the Company in fiscal 2024 stands at Rs 70,111.64 Lakhs (including Capital redemption reserve) as compared to Rs 59,389.25 Lakhs in fiscal 2023.

On consolidated basis, the total income increased by Rs 12,467.43 Lakhs, or 13.98%, to Rs 1,01,672.60 Lakhs in Fiscal 2024 as compared to Rs 89,205.17 Lakhs in Fiscal 2023. Earnings Before interest, tax, depreciation and amortization including other income & exceptional item (EBITDA) increased by Rs 3,228.54 Lakhs or 21.34% to Rs 18,360.03 Lakhs in fiscal 2024 as compared to Rs 15,131.49 Lakhs in fiscal 2023. The Profit before tax including exceptional item increased by Rs 3,265.56 Lakhs or 25.21% to Rs 16,220.20 Lakhs in Fiscal 2024 as compared to Rs 12,954.64 Lakhs in Fiscal 2023. The Profit after tax increased by Rs 2,153.69 Lakhs or 22.25% to Rs 11,834.92 Lakhs in Fiscal 2024 as compared to Rs 9,681.23 Lakhs in Fiscal 2023. Total comprehensive income increased by Rs 2,110.93 Lakhs or 22.33% to Rs 11,564.74 Lakhs in fiscal 2024 compared to Rs 9,453.81 Lakhs in fiscal 2023.

The standalone and consolidated financial statements for the fiscal ended March 31, 2024 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

DIVIDEND

During the fiscal 2024, the Company paid a final dividend of Rs 0.50/- (fifty paise) per equity share with a face value of Rs 2/- each for the fiscal 2023, following shareholders approval. Additionally, the Board of Directors declared an interim dividend of Rs 0.50/- (fifty paise) per equity share having face value of Rs 2/- each for the fiscal 2024 during their meeting held on November 8, 2023. The total cash outflow during this fiscal 2024 amounted to Rs 1,561.70 Lakhs, comprising payments for both the final dividend for fiscal 2023 and interim dividend for the fiscal 2024.

The Board of Directors of your company has recommended a final dividend of Rs 0.60/- (sixty paise) per equity share (face value of Rs 2/- each) for fiscal 2024 entailing a cash outflow approx. Rs 937.02 Lakhs. The dividend payable is subject to tax deducted at sources as applicable. The aforesaid dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at www.tdps.co.in.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF)

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the following remittance/transfer was made by the company to IEPF during the fiscal 2024.

a) DIVIDEND REMITTED

During the year the Company transferred dividend which remained unclaimed/unpaid for a period of seven years to IEPF as below:

Year	2015-16
Nature of dividend	Final
Dividend per share	Rs 3.05/-
Date of Declaration	22.09.2016
Date of Transfer to IEPF	03.11.2023
Amount	Rs 29,741/-

b) SHARES TRANSFERRED

During the year Company transferred the shares in respect of which the dividend remained unclaimed/ unpaid for a period of seven years to IEPF as below:

Year	2015-16
Nature of Shares	Equity Shares
Number of Shares	1,180
Date of Transfer to IEPF	10.11.2023

CHANGES IN SHARE CAPITAL & THE COMPANYS TDPSL EQUITY BASED COMPENSATION PLAN 2019 (PLAN)

The paid up equity capital of the Company as of March 31, 2024 was Rs 31,23,40,202 (comprising 15,61,70,101 Equity Shares with a face value of Rs 2/- each) as compared to Rs 31,20,85,270 (comprising 15,60,42,635 Equity Shares with a face value of Rs 2/- each) as on March 31, 2023.

During the fiscal 2024 under the TDPSL Equity Based Compensation Plan 2019:

a) 154,065 ESOPs were exercised by the grantees, resulting in the transfer of an equivalent number of equity shares with a face value of Rs 2 each from TDPSL Employee Welfare Trust to the respective grantees.

b) 137,518 ESARs were exercised by the grantees, resulting in the issuance and allotment of 127,466 equity shares with a face value of Rs 2 each.

The said plan is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("Regulations"). A certificate from Secretarial Auditors of the Company that the plan is implemented in accordance with the said Regulations has been obtained and it shall be made available at the ensuing Annual General Meeting for inspection by member. The applicable disclosure as stipulated under the Regulations with respect to the plan is disclosed in Annexure 10 to the report and available on the website of the Company at www.tdps.co.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, investments, securities and guarantees are disclosed in note number 6, 7 and 37 respectively, of the Financial Statements for the year ended March 31, 2024. The loans were provided for to subsidiary companies for working capital requirements, and Advance bank & performance guarantees were issued to customers on behalf of subsidiary companies for business purposes.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval is obtained for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen, the Audit Committee grants an omnibus approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of Rs.1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.

Transactions entered into with related parties during the fiscal 2024 were at arms length basis and in the ordinary course of business. During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act. The details of material transactions in term of the Companys policy for determining material related party transaction under

Regulation 23 of SEBI Listing Regulations is disclosed in Form AOC-2 which is appended as Annexure 2 to the Report. The said policy is available on the Companys website www.tdps.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called as LODR/Listing Regulations) the Management Discussion and Analysis Report covering operations, performance and outlook of the Company is attached as Annexure 8 to the Report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of LODR, a report on Corporate Governance along with a Compliance Certificate issued by Practicing Company Secretary are attached as Annexure 9 and forms an integral part of this Report (hereinafter referred to as "Corporate Governance Report").

Note on Board evaluation, Board Diversity Policy, Training of independent directors - familiarization of directors, Whistle Blower policy/Vigil mechanism & Nomination and Remuneration policy form part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from Independent Directors, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and other applicable provisions of SEBI (LODR) 2015.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board and separate its functions of governance and management.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Companys website www.tdps.co.in. There has been no change in the policy since the last fiscal year. We affirm that, the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company. Details of Policy on directors appointment and remuneration form part of the Corporate Governance Report - Annexure 9.

SUBSIDIARIES

As of March 31, 2024, the Company has four (4 ) wholly owned subsidiaries - DF Power Systems Private Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the United States of America, TD Power Systems Europe GmbH in Germany and TD Power Systems Generator Sanayi Anonim Sirketi in Turkey. Each of the above subsidiaries are directly owned 100% by the Company.

During the fiscal year, TD Power Systems Japan Limited, a wholly owned subsidiary of the Company was voluntarily liquidated and ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate received from the Tokyo Legal Affairs Bureau.

Furthermore, during the year, the Board of Directors reviewed the affairs of the said subsidiaries every quarter. In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statements including all the said subsidiaries which form part of this Report. A statement containing the salient features of the financial statements of the said subsidiaries in the prescribed format Form AOC-1 is appended as Annexure 1 to the Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are being made available on our website www.tdps.co.in. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India.

A review ofthe operations ofthe subsidiaries is as follows:

INDIAN SUBSIDIARY

No businesses were undertaken in this subsidiary during the fiscal under Report. The total revenue of the Company during fiscal 2024 is Rs 6.26 lakhs being interest on deposits with bank. After accounting for other fixed costs, the earnings before interest, tax, depreciation & amortization including other income and exceptional item amounts to a loss of Rs 5.59 lakhs. The loss after tax is Rs 5.59 lakhs as against profit of Rs 55.62 lakhs in the previous year ended March 31, 2023.

Net worth of the Company as at March 31, 2024 continues to be positive.

US SUBSIDIARY

The operations of this Company during the fiscal 2024 resulted in a total revenue of Rs 3,823.25 Lakhs as compared to Rs 4,834.63 Lakhs in Fiscal 2023. The profit after tax for the year is Rs 168.28 lakhs in fiscal 2024 as compared to Rs 388.08 lakhs in fiscal 2023. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2024 is Rs 135.74 lakhs as compared Rs 345.48 lakhs in fiscal 2023. During fiscal 2024 the subsidiary has repaid $ 5.25 lakhs which was provided as loan by TDPS.

The market for TDPS Generators in North America, Central America, and South America continues to improve. The current outlook for critical markets such as Oil & Gas, onshore pipelines, fracking, and offshore drilling/ production are still not what they once were. However, with the current world situation and the immense pressure being applied due to high energy costs, more opportunities will be available for us. Power support for new data centers is driving large demand for our gas turbine driven generator products.

Many of the concerns related to covid-19 have diminished and we are observing previously paused projects resuming and progressing. However, the renewables and steam markets remain very soft with few new hydro projects in North America and limited opportunities in geothermal energy. Solar and wind projects are not accessible to us. The majority of hydro activity involves the rehabilitation of existing facilities and equipment, although we see some potential opportunities in this area.

Opportunities in the steam sector continue to be active, particularly in Latin and South America for applications in sugar/ethanol, pulp, biomass, and waste heat markets. The upcoming US presidential election in November could have a significant impact on our industry, depending on the outcome and policies of the prevailing political party.

The steam and gas markets present significant growth opportunities. In the ongoing year, growing Co gen projects, hydrogen plants, projects related to sugar, ethanol, paper, water, and Oil sand & replacement machines present good opportunities in the Steam generator market. Efforts are underway to maximize these opportunities with captive OEMs and packagers. In the gas market, we aim to increase our participation in land-based projects with new machines, approved products for mobile applications with existing customers, and certain new projects, including replacements.

During the year, new customers were added & special project machines were also supplied by the company. Efforts are also being made to strengthen the presence of our products in the market with existing customers. The company is experiencing increased activity levels, with a higher volume of offers being sent out and we anticipate that order intake will grow in the ongoing year.

TDPS generators have gained full acceptance among major OEMs and packagers in North America, Central America, and South America. All our current partners in these regions are highly satisfied with TDPSs pricing, lead times, and overall support."

JAPAN SUBSIDIARY

All activities of the Japan business continues to be conducted through the Companys Branch office at Japan. As a result, no business activities were conducted in TDPS Japan since March 2022. Subsequently, the subsidiary was voluntarily liquidated and ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate from the Tokyo Legal Affairs Bureau. Consequently, a sum of JPY 9,92,585 (net of foreign bank charges of JPY 6,500) equivalent to Rs 5.67 lakhs, representing equity investment in TDPS Japan, was repatriated to the holding Company.

GERMAN SUBSIDIARY

The total revenue of the Company during fiscal 2024 is Rs 11,664.29 lakhs as compared to Rs 9,252.73 lakhs in fiscal 2023. Profit before tax is Rs 308.44 lakhs in fiscal 2024 as compared to Rs 164.97 lakhs in fiscal 2023. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2024 is Rs 135.17 lakhs as compared to Rs 118.06 lakhs in fiscal 2023.

The steam turbine generator market has seen remarkable growth compared to last year, with promising prospects for further expansion. Key drivers of this surge include the waste-to-energy and heat recovery sectors, alongside notable advancements in geothermal energy. There has been a surge in demand for hydro turbine generators, driven by projects in Norway and other regions, facilitated by European OEMs. The gas engine generators segment has remained stable throughout the year. Notably during the fiscal 2024, we have supplied generators for a new application of battery storage based on CO2 to a customer in Italy. Overall, the market has grown by approximately 20%, and this positive trend is expected to continue into the following year.

TURKEY SUBSIDIARY

The total revenue of the Company during fiscal 2024 is Rs 593.98 lakhs as compared to Rs 2,759.51 lakhs in fiscal 2023. The loss before tax in fiscal 2024 is Rs 355.97 lakhs as compared to profit before tax of Rs 263.89 lakhs in fiscal 2023. The total comprehensive loss (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2024 is Rs 383.85 lakhs as compared to Rs 48.53 lakhs in fiscal 2023 mainly due to foreign exchange translation Loss of

Rs 400.53 lakhs in fiscal 2024 as compared to Rs 180.42 lakhs which is notional in nature due to sharp depreciation of Turkish Lira to Indian Rupee.

The Turkish market has encountered a significant downturn in local manufacturing projects, largely attributable to the prevailing economic slowdown and the incentive policy of the Government towards for made in Turkey power equipment including generators. Currently, only a handful of projects remain active and this trend is anticipated to persist until economic conditions improve and better financing options become available for new projects. Despite these challenges, we have successfully manufactured three generators this year. However, the outlook for the upcoming year appears subdued, with lower expectations compared to the current year. As a result, we are planning to temporarily halt production activities after fulfilling the last of our deliveries. However, we continue to remain market leaders for made in Turkey generators with over 80 generators already manufactured & installed in Turkey over the last 3 years.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. The Board is of the opinion that the Companys IFC is commensurate with the nature and size of its business operations and operates effectively with no material weakness. The Company has a process in place to continuously monitor the IFC, identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Fiscal ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The directors have 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 Fiscal and of the profit and loss of the Company for that period;

c. The directors have 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 have prepared the annual accounts on a going concern basis;

e. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS, COMMITTEES & MEETINGS

The details of composition of the Board and its committees are disclosed in the Report on Corporate Governance forming part of this Report. In compliance of the Companies Act, 2013 and SEBI LODR, the Company has five (5) Committees of the Board as on March 31, 2024 i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

During the fiscal 2024, Board and Committee meetings were held as prescribed. The details of such meetings are provided in the Corporate Governance Report that forms part of this Report. As prescribed by the Companies Act, 2013 the maximum gap between any two meetings of the Board did not exceed 120 days.

Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. S Prabhamani (DIN: 09695003) retires by rotation at the ensuing 25th Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

During the fiscal 2024, Mr. Rahul Matthan, (DIN: 01573723) and Mr. Karl Olof Alexander Olsson (DIN: 10433826) were appointed as Independent Directors of the Company for a term of 5 years, with effect from April 1, 2024 until March 31, 2029. In the opinion of Board, both Mr. Matthan and Mr. Olsson possess requisite integrity, expertise and experience and proficiency. Furthermore, Mr. Alexander Olsson having recently obtained his director identification number, will appear for the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

Furthermore, Mr. Nithin Bagamane and Mr. Ravi Kanth Mantha, ceased to be Independent Directors of the Company with effect from March 31, 2024, upon the completion of their second terms as Independent Directors. The Board placed on record their sincere appreciation for their invaluable contributions to the growth and the support and guidance they provided during their tenure as Directors.

KEY MANAGERIAL PERSONNEL

In terms of the Companies Act, 2013, Mr. Nikhil Kumar, Managing Director, Ms. M N Varalakshmi, Chief Financial Officer and Mr. Bharat Rajwani, Company Secretary are the Key Managerial Personnel of the Company as of March 31, 2024.

RISK MANAGEMENT

The Companys Risk Management committee has been entrusted with the responsibility of overseeing the risks that the Company faces such as strategic, commercial, safety, operations, compliance, internal control and finance, cyber risk etc. More details on risk management indicating development including identification of elements of risk and their mitigation are covered under the Management Discussion and Analysis Report enclosed as Annexure 8 to the Report.

AUDITORS & REPORTS STATUTORY AUDITORS

M/s. Varma & Varma, Chartered Accountants, Bengaluru were re-appointed as Statutory Auditors of the Company at the 23^rd Annual General Meeting (AGM) held on September 27, 2022 for a period of 5 years, commencing from the conclusion of 23^rd AGM till the conclusion of 28^th AGM.

The Auditors Report on the financial statements for the fiscal 2024 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud committed against the Company by its officers or employees during the year reportable by the Auditors in terms of Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed Mr. Sudhir V Hulyalkar, Practicing Company Secretary Bangalore, as the Secretarial Auditor for the fiscal 2024.

The Secretarial Auditors Report for the fiscal 2024 does not contain any qualification, reservation or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year. The Secretarial Auditors Report is enclosed as Annexure 7 to the Report in this Annual Report.

As provided in the Listing Regulations/LODR, the certificate on corporate governance and Directors appointment and continuation on the Board of Directors forms part of the Corporate Governance Report. These certificates are issued by Mr. Sudhir V. Hulyalkar, a practicing Company Secretary and do not contain any qualification, reservation or adverse remarks.

COST AUDITOR, COST ACCOUNTS AND RECORDS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore were appointed as Cost Auditors of the Company for the fiscal 2024. In terms of Section 148 of the Companies Act 2013, the Company has maintained cost accounts for the year ended March 31, 2024 as prescribed which are subject to a Cost Audit.

DISCLOSURE

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with 134(3) of the Companies Act, 2013, the Annual Return as of March 31, 2024 is made available on the website of the Company at www.tdps.co.in.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the fiscal 2024 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in the Annexure 3 forming part of this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The BRSR in terms of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is disclosed as Annexure 11 of this report. The said report has been prepared in accordance with SEBI Guidelines for Business Responsibility and Sustainability Reporting. The said report indicates the Companys performance against the nine principles of the National Guidelines on Responsible Business Conduct.

PARTICULARS OF EMPLOYEES

A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the fiscal and in receipt of remuneration of Rs 102.00 lakhs or more and employees employed for part of the year and in receipt of remuneration of Rs 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as in Annexure 5 to this Report.

The details of ratio of the remuneration of each whole-time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure 4 to this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee of the Board sets the Companys CSR Policy. The details of composition of CSR Committee, terms of reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure 6 and forms an integral part of this Report. Your Companys Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at www.tdps.co.in

SECRETARIAL STANDARD

The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state as follows:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. Details of shares issued during this fiscal 2024 under TDPSL Equity Based Compensation Plan 2019 has been disclosed above and no sweat equity shares were issued.

4. There were no deposits covered under Chapter V of the Companies Act, 2013.

5. During the year no loan has been given by the Company to the TDPSL Employee Welfare Trust for purchase of its own shares under TDPSL Equity Based Compensation Plan 2019.

6. The Managing Director draws a part of his remuneration from TD Power Systems Europe Gmbh.

7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review no incidents reported/ occurred requiring proceedings pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. During the fiscal 2024, the Company has not transferred any amount to reserve.

GREEN INITIATIVE

As part of this initiative, hitherto soft copies of the Annual Report and the Notice of Annual General Meeting were sent to all members whose email addresses are registered with the Company/Depository Participants. Physical copies of the same were sent in the permitted mode only to members whose email addresses were unavailable.

Further MCA General Circular No 09/2023 dated September 25, 2023, SEBI Circular No. SEBI/HO/CFD/PoD- 2/P/ CIR/2023/167 dated October 7, 2023 exempts companies from the provision of dispatching hard copies of annual report for this fiscal 2024, Accordingly, soft copies of the Annual Report 2024 and the Notice of the General meeting will be emailed to shareholders, However, hard copy of full annual report will be sent to those shareholders who request for the same. Members whose email id is not registered with the Company may write to investor.relations@tdps.co.in or prathan.shetty@linkintime.co.in for obtaining the soft copy of the Annual Report and Notice of AGM.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the contribution and support of the employees at all levels. They also place on record their appreciation of the continued support and faith extended during the year by the Companys customers, suppliers, bankers and share holders.

	For and on behalf of the Board of Directors
Ahmedabad	Mohib N. Khericha
23rd May, 2024	Chairman