Share Wealth

Year End :2025-03

Your Directors have pleasure in presenting the 31^st Annual Report on the business and operations together with the audited accounts for
the financial year ended 31^st March, 2025.

The performance of the Company for the financial year ended on 31^st March, 2025 is summarised below: (' i_n L_akhs)

Particulars	Standalone 2024-2025 2023-2024		Consolidated 2024-2025 2023-2024
Revenue from Operations	195014 |	127331	201938	129468
Other Income	3278	869	3170	582
Total Revenue	198292	128200	205108	130050
Cost of Raw Materials Consumed	142190	91692	142437	89560
Purchase of Stocks in Trade	504	2909	984	2909
Changes in inventories of Finished Goods and Work in Progress	(4268)	579	(4969)	214
Employee Benefits Expenses	5229	4460	6007	4770
Finance Costs	4838	4976	5060	5080
Depreciation and Amortization	2428	2273	2696	2473
Other Expenses	22950	15702	24735	18604
Total Expenses	173871	122591	176948	123610
Profit before exceptional items and tax	24421	5609	28160	6440
Exceptional Items	324	-	324	-
Profit/(Loss) before tax	24745	5609	28485	6440
Tax Expense	5988	1498	6841	1739
Net Profit/(Loss) after tax	18757	4111	21644	4701
Other Comprehensive Income/(Expenses)	15	41	17	42
Total Comprehensive Income for the year	18773	4152	21661	4743

Dividend

The Board of Directors had recommended Final Dividend @20%,
i.e. '0.20/- per equity share of '1/- each for the financial year
2024-25 subject to approval of shareholders at 31^st Annual
General Meeting. (Previous year - 20% i.e. '0.20/- per equity
share).

Review of Operations and the state of Company's affairs

For the financial year ended 31^st March, 2025, your Company has
reported standalone revenue from operations of '1,95,014
Lakhs and Net Profit of '18,757 Lakhs as compared to previous
financial year ended 31^st March, 2024, your Company has
reported standalone revenue from operations of '1,27,331
Lakhs and Net Profit of '4,111 Lakhs.

For the financial year ended 31^st March, 2025, your Company has
reported consolidated revenue from operations of '2,01,938
Lakhs and Net Profit of '21,644 Lakhs as compared previous
financial year ended 31^st March, 2024, your Company has
reported consolidated revenue from operations of '1,29,468
Lakhs and Net Profit of '4,701 Lakhs.

Amount Proposed to be Transferred to Reserves:

The Company has made no transfer to reserves during the
financial year 2024-25.

Change in the Nature of Business, If any:

There is no change in the nature of business during the financial
year 2024-25.

Share Capital

The Paid up Equity Share Capital as at 31^st March, 2025 stood at
'30,01,65,834.

• Qualified Institutional Placement (QIP)

Pursuant to the approval of the Board of Directors at its meeting
held on 08^th April, 2024 and approval of the members of the
Company at the Annual General Meeting held on 13^th May, 2024
and pursuant to in-principle approvals granted by BSE Limited
and National Stock Exchange of India Limited and upon receipt
of an amount aggregating to '4,99,99,99,340/- (Rupees Four
Hundred Ninety-Nine Crore Ninety-Nine Lakh Ninety-Nine
Thousand Three Hundred and Forty only) at the rate of ' 665/- per
Equity Share of face value of '1/- each, the Allotment Committee
of the Board of Directors of the Company approved the
allotment of 75,18,796 (Seventy-Five Lakh Eighteen Thousand
Seven Hundred and Ninety-Six) Equity Shares on preferential
basis to Qualified Institutional Buyers. Allotment of shares was
done on 14^th June, 2024.

• Bonus Issue

Pursuant to the approval of the Board of Directors at its meeting
held on 08^th January, 2025 and approval of the members of the
Company at the Extra-Ordinary General Meeting held on 03 ^rd
February, 2025 and pursuant to in-principle approvals granted
by BSE Limited and National Stock Exchange of India Limited, the
Allotment Committee of the Board of Directors of the Company
has allotted 15,00,82,917 (Fifteen Crores Eighty Two Thousand
Nine Hundred and Seventeen) fully paid-up Bonus Equity Shares
of the face value of '1/- each in the ratio 1:1 to the eligible
members of the Company whose names appeared in the
Register of Members / Register of the Beneficial Owners, as on
Friday, 14^th February, 2025, the 'Record Date' fixed for this
purpose. Allotment of shares was done on 17^th February, 2024.

MVA Production

During the financial year 2024-25, your Company has
manufactured 29118 MVA, out of which Changodar 6382 MVA,
Moraiya unit 21663 MVA & Odhav unit 1073 MVA, against the last
year's total production of 16428 MVA.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company
pursuant to Regulation 33 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and prepared in
accordance with the Accounting Standards prescribed by the
Institute of Chartered Accountants of India are attached herewith
this Annual Report.

Order Book

As on 31^st March, 2025, the Company has Order Book position of
'513279 Lakhs. The table below indicates the division of our
order book between our business segments:

(' in Lakhs)

Segment	Order Book	%
Central Utilities	160864	31.33
State Utilities	102336	19.94
EPC Player	139441	27.17
Industrial Customer	51047	9.95
Export	19114	3.72
Renewable Segment	35091	6.86
Railways	2761	0.54
Third Party Export	2625	0.51
Grand Total	513279	100.00

Export

During the financial year ended 31^st March, 2025, the Company
has achieved export sales and service of '25539.12 Lakhs.

Deposit

The Company has neither accepted nor invited any deposit from
public, falling within the ambit of Section 73 of the Companies
Act, 2013 and The Companies (Acceptance of Deposits)
Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statement.

Achievements:

• GETCO Order:

TARIL secured one of its largest-ever order worth '726 crores
from Gujarat Energy Transmission Corporation Limited (GETCO)
for the manufacturing of Auto Transformers and Bus Reactors.

• Scott Connected 100 MVA, 132 KV Transformer Approval
byRDSO:

The approval of the 100 MVA, 132 KV Scott Connected
Transformer by RDSO is a significant milestone, especially
considering its vital role in high-speed train operations.

• TARIL secured a significant order for STATCOM
transformers:

TARIL has received an order for 26 STATCOM transformers - a
crucial solution for voltage stability, reactive power
compensation, and power factor improvement in electrical grids.

• TARIL has Successful Conducted Dynamic Short Circuit
Tests:

a) 500 MVA, 400/220/33 KV Auto Transformer:

TARIL has achieved a significant milestone with the
successful completion of a Dynamic Short Circuit Test on
500 MVA, 400/220/33 kV Three Phase Auto Transformer as
per IEC 60076- 5 standard and latest CEA guidelines.

b) 250 MVA, 2x33/400 KV Power Transformer:

TARIL has successfully conducted the Short Circuit Test on
250 MVA, 2x33/ 400 KV Power Transformers, one of the
highest ratings in the world, for Solar application
transformers.

c) 8.8 MVA, 33/2x0.69KV IDT (Inverter Duty Transformer):

TARIL has achieved a milestone with successful completion
of Short Circuit Test on 8.8 MVA 33/2X0.690 kV Inverter
Duty Transformer having Aluminum Winding, conducted at
CPRI (Central Power Research Institute), Bangalore.

• 220 MVA furnace duty transformer tested and delivered
successfully:

TARIL has successfully tested and supplied World's Third Largest,
220 MVA, Electric Arc Furnace Transformer. This transformer is
supplied to one of the world's leading Company engaged in
production of steel plants.

• TATA Power DDL Award: "Exemplary Performance &
Significant Contribution":

We are honored to receive the 'Exemplary Performance &
Significant Contribution' award from Tata Power-DDL. This
recognition reflects TARIL's unwavering commitment to
excellence and customer satisfaction in the Power Sector.

• Power Grid Corporation of India Award: "Operational
Performance Transformers and Reactors":

TARIL has been honored with the 'Operational Performance
Transformers and Reactors' award at the CEO Meet 2024, hosted
by POWERGRID Corporation of India Limited. This recognition
underscores our commitment to delivering high-performance
solutions in the power sector.

Backward Integration

Over the course of period, TARIL undertook substantial steps
toward achieving comprehensive backward integration, with an
objective set to be fully realized by the end of Financial Year
2027. This strategic endeavour included the significant
acquisition of a controlling stake in a Cold-Rolled Grain-Oriented
(CRGO) steel processing unit. CRGO steel represents one of the
most vital components and traditionally forms a significant
bottleneck within transformer manufacturing, constituting a
major portion of the company's raw material (RM) needs. The

acquisition enables TARIL to substantially reduce reliance on
external suppliers, thereby enhancing operational efficiency and
significantly cutting down the lead times associated with raw
material procurement. Additionally, the acquired CRGO
processing unit not only serves internal demand but also
represents a strategic asset capable of generating independent
revenue streams by supplying CRGO steel to other transformer
manufacturers.

Moreover, TARIL's backward integration strategy extended to
strategic technological tie ups in three essential areas: Bushings,
CTCs and pressboard. The primary motivation behind exploring
strategic technological collaborations in three essential areas is
to significantly reduce the existing high lead times and mitigate
external dependency risks. Through strategic partnerships
focused on backward integration, TARIL has internalized key
production processes previously outsourced, ensuring timely
availability, improved procurement efficiencies. By bringing
these critical manufacturing capabilities in-house, TARIL
positions itself to optimize production schedules, strengthen
operational effectiveness, and substantially enhance its
competitive edge in transformer manufacturing.

In addition, TARIL is strategically expanding its transformer tank
fabrication capabilities by establishing an additional
manufacturing facility. Currently, our in-house tank production
meets approximately 40% of our requirements. With this
expansion, TARIL aims to fulfill 100% of its internal tanking needs,
while also positioning itself to sell up to 50% of its manufactured
tanks externally to other transformer manufacturers. Given that
tank fabrication has emerged as a significant bottleneck-with
market prices rising sharply by 60-70% due to heightened
demand-this strategic expansion will alleviate supply constraints,
mitigate cost pressures, and allow TARIL to effectively capitalize
on current market opportunities.

Subsidiary Companies

The Company has acquired 51% in Triveni Transtech (India)
Private Limited (formally known as Posco-Poggenamp Electrical
Steel Private Limited) which is engaged in manufacturing and
processing of Cold-Rolled Grain-Oriented (CRGO) Lamination.

As on 31^st March, 2025, your Company has Six (6) Subsidiaries
namely Transpares Limited (51% holding), Transweld Mechanical
Engineering Works Limited (Wholly Owned Subsidiary), TARIL
Infrastructure Limited (Wholly Owned Subsidiary), Savas
Engineering Company Private Limited (Wholly Owned
Subsidiary), TARIL Switchgear Private Limited (Wholly Owned
Subsidiary) and Triveni Transtech (India) Private Limited (formally
known as Posco-Poggenamp Electrical Steel Private Limited)
(51% holding).

Further there has been no material change in the nature of
business of the subsidiaries.

Shareholders interested in obtaining a copy of the audited
annual accounts of the Subsidiary Companies may write to the
Company Secretary.

In terms of proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 the salient features of the financial
statement of the subsidiaries is set out in the prescribed form
AOC-1, which forms part of this Board of Director's Report as
Annexure - 1.

The Performance of Subsidiaries are as under:

Transpares Limited

Transpares Limited (Transpares) is the Subsidiary of the
Company. For the financial year ended 31^st March, 2025 achieved
sales of '5020.69 Lakhs against '3900.01 Lakhs during the

previous financial year ended 31^st March, 2024. Total Profit before
tax for the financial year ended 31^st March, 2025 is '1116.61
Lakhs as against the total profit before tax of '509.44 Lakhs for
the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was '821.65 Lakhs during the financial year
ended 31^st March, 2025 as against '376.25 Lakhs for the previous
financial year ended 31^st March, 2024.

Transweld Mechanical Engineering Works Limited

Transweld Mechanical Engineering Works Limited (“Transweld")
is the wholly owned subsidiary of the Company. For the financial
year ended 31^st March, 2025 achieved sales of '2454.16 Lakhs
against '1640.89 Lakhs during the previous financial year ended
31^st March, 2024. Total Profit before tax for the financial year
ended 31^st March, 2025 is '313.18 Lakhs as against the total profit
before tax of '28.30 Lakhs for the previous financial year ended
31^st March, 2024.

Profit after Tax (PAT) was '351.33 Lakhs during the financial year
ended 31^st March, 2025 as against '22.07 Lakhs for the previous
financial year ended 31^st March, 2024.

TARIL Infrastructure Limited

TARIL Infrastructure Limited ("TARIL Infra") is the wholly owned
subsidiary of the Company. For the financial year ended
31^st March, 2025 achieved sales of '1956.18 Lakhs against
'2680.14 Lakhs during the previous financial year ended 31^st
March, 2024. Total Profit before tax for the financial year ended
31^st March, 2025 is '262.85 Lakhs as against the total profit
before tax of '171.21 Lakhs for the previous financial year ended
31^st March, 2024.

Profit after Tax (PAT) was '190.55 Lakhs during the financial year
ended 31^st March, 2025 as against '128.36 Lakhs for the previous
financial year ended 31^st March, 2024.

Savas Engineering Company Private Limited

Savas Engineering Company Private Limited (“Savas") is the
wholly owned subsidiary of the Company. For the financial year
ended 31^st March, 2025 achieved sales of '7270.81 Lakhs against
'3248.36 Lakhs during the previous financial year ended
31^st March, 2024. Total Profit before tax for the financial year
ended 31^st March, 2025 is '1514.21 Lakhs as against the total loss
before tax of '162.51 Lakhs for the previous financial year ended
31^st March, 2024.

Profit after Tax (PAT) was '1202.19 Lakhs during the financial year
ended 31^st March, 2025 as against loss of '179.74 Lakhs for the
previous financial year ended 31^st March, 2024.

TARIL Switchgear Private Limited

TARIL Switchgear Private Limited (“TARIL Switchgear") is the
wholly owned subsidiary of the Company. For the financial year
ended 31^st March, 2025 achieved sales of '2189.19 Lakhs against
'1609.57 Lakhs during the previous financial year ended
31^st March, 2024. Total Profit before tax for the financial year
ended 31^st March, 2025 is '620.76 Lakhs as against the total profit
before tax of '221.69 Lakhs for the previous financial year ended
31^st March, 2024.

Profit after Tax (PAT) was '539.33 Lakhs during the financial year
ended 31^st March, 2025 as against '166.10 Lakhs for the previous
financial year ended 31^st March, 2024.

Triveni Transtech (India) Private Limited (formally known as
Posco-Poggenamp Electrical Steel Private Limited)

Triveni Transtech (India) Private Limited (formally known as
Posco-Poggenamp Electrical Steel Private Limited) (“Triveni") is
the Subsidiary of the Company. For the financial year ended
31^st March, 2025 achieved sales of '3030.33 Lakhs against

'2124.14 Lakhs during the previous financial year ended
31^st March, 2024. Total Profit before tax for the financial year
ended 31^st March, 2025 is '(182.74) Lakhs as against the total
profit before tax of '(1288.63) Lakhs for the previous financial
year ended 31^st March, 2024.

Profit after Tax (PAT) was '49.07 Lakhs during the financial year
ended 31^st March, 2025 as against '(1288.81) Lakhs for the
previous financial year ended 31^st March, 2024.

Directors

The Board of Directors of your Company comprises of Seven (6)
Directors of which Three (3) are Executive Directors and Three (3)
are Non-Executive and Independent Directors as on 31^st March,
2025.

In terms of the provision of Section 149 of the Companies Act,
2013, and Regulation 17(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations"), a Company shall have atleast one Woman Director
on the Board of the Company. Your Company has Mrs. Karuna J.
Mamtora as Director on the Board of the Company since its
inception, and she is currently the Executive Director of your
Company. Further, Mrs. Tanvi V. Rangwala serves as an
Independent Woman Director on the Board, in compliance with
the Listing Regulations.

As per the provisions of Section 152 of the Companies Act, 2013
and Articles of Association of the Company, Mrs. Karuna J.
Mamtora being longest in the office shall retire at the ensuing
Annual General Meeting and being eligible for re-appointment,
she offers herself for re-appointment.

Details of Director seeking re-appointment as required under
the Listing Regulations are provided in the Notice forming part of
this Annual Report. Their re-appointments are appropriate and in
the best interest of the Company.

In the 28^th Annual General meeting held on 1^st August, 2022,
the Company has taken approval from the its members for
re-appointment of Mr. Jitendra U. Mamtora as Chairman and
Whole-time Director of the Company, w.e.f. 1st January, 2023
and Mrs. Karuna J. Mamtora as Executive Director of the
company, w.e.f. 1^st April, 2023. Both the Directors are proposed
to be re-appointed for further period of 3 years in the ensuing
AGM of the Company.

Mr. Satyen J. Mamtora was re-appointed as a Managing Director
of the Company w.e.f. 01^st April, 2025 as approved by the
members by way of Special resolution at the 30th Annual
General meeting held on 13^th May, 2024. Revision in
remuneration for him is proposed w.e.f. 1^st April, 2025 in the
ensuing AGM of the Company.

All Independent Directors have given declarations that they
meet the criteria of Independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The terms and conditions of the Independent Directors
are incorporated on the website of the Company
www.transformerindia.com

To familiarize the Independent Directors with the strategy,
operations and functions of our Company, the Executive
Directors/Senior Managerial Personnel make presentations to the
Independent Directors about the Company's strategy, business
model, operations, service and product offerings, markets,
organization structure, finance, human resources, technology,
quality, facilities and risk management. Further, the Company has
devised a Familiarization Program for Independent Director and

same been placed on the web site of the Company at the Link:
https://tinyurl.com/Familiarizati0nProgramme

None of the Directors of the Company is disqualified for being
appointed as Director as specified in Section 164 (2) of the
Companies Act, 2013.

Appointments and Resignations of the Key Managerial
Personnel

Mr. Satyen J. Mamtora (DIN: 00139984), Managing Director of
the Company was re-appointed w.e.f 01^st April, 2025 as
approved by the members by way of Special resolution at the 30^th
Annual General meeting held on 13^th May, 2024.

Mr. Jitendra U. Mamtora, Chairman and Whole-time Director,
Mr. Satyen J. Mamtora, Managing Director, Mrs. Karuna J.
Mamtora, Executive Director, Mr. Chanchal S S Rajora, Chief
Financial Officer & Advisor to the Board of Directors of the
Company and Mr. Rakesh Kiri, Company Secretary of the
Company are the Key Managerial Personnel as per the provisions
of the Companies Act, 2013 as on 31^st March, 2025.

Number of the Meetings of the Board of Directors

Regular Board Meetings are held once in a quarter, inter-alia, to
review the quarterly results of the Company.

During the financial year 2024-25, the Board of Directors met
Four (4) times i.e. 08^th April, 2024, 19^th July, 2024, 08^th October,
2024 and 08^th January, 2025. Detailed information on the Board
Meetings is included in the Corporate Governance Report, which
forms part of this Annual Report.

The details of number of meetings of Committees held during
the financial year 2024-25 forms part of Corporate Governance
Report.

Committees of the Board of Directors

Your Company has several Committees which have been
established as part of the best Corporate Governance practices
and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.

The Company has following Committees:

• Audit Committee

• Stakeholder's Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

• Allotment Committee

• BRSR Core Committee and BRSR Working Committee

• Share Transfer Committee

The details with respect to the compositions, powers, terms of
reference and other information of the relevant committees of
the Board of Directors are given in details in the Corporate
Governance Report which forms part of this Annual Report.

Corporate Social Responsibility Committee

In Compliance with Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has established Corporate Social
Responsibility (CSR) Committee and statutory disclosures with
respect to CSR Committee and an Annual Report on CSR
Activities forms part of this Board of Director's Report as
Annexure-2.

Board Diversity

Your Company has over the years been fortunate to have
eminent persons from diverse fields as Directors on its Board.
The Nomination and Remuneration Committee has formalized a
policy on Board Diversity to ensure diversity of experience,
knowledge, perspective, background, gender, age and culture.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a structured
questionnaire was prepared after taking into consideration of the
various aspects of the Board's functioning, Composition of the
Board and Committees, culture, execution and performance of
specific duties, obligation and governance. The performance
evaluation of the Independent Directors was completed.

During the financial year under review, the Independent
Directors met on 08^th January, 2025, inter alia, to discuss:

• Performance evaluation of Non-Independent Directors and
Board of Directors as a whole;

• Performance evaluation of the Chairman of the Company;

• Evaluation of the quality of flow of information between the
Management and Board for effective performance by the
Board.

The Board of Directors expressed their satisfaction with the
evaluation process.

Policy on Director's Appointment and Remuneration

The Company has a Nomination and Remuneration Committee.
The Committee reviews and recommend to the Board of
Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key
Managerial Personnel. The Company does not pay any
remuneration to the Non-Executive Directors of the Company
other than sitting fee for attending the Meetings of the Board of
Directors and Committees of the Board. Remuneration to
Executive Directors is governed under the relevant provisions of
the Act and approvals.

The Company has devised the Nomination and Remuneration
Policy for the appointment, re-appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management
Personnel. All the appointment, re-appointment and
remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel are as per the Nomination and
Remuneration Policy of the company.

Vigil Mechanism

The Company has established a vigil mechanism and
accordingly framed a Whistle Blower Policy. The policy enables
the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of
Company's Code of Conduct. Further the mechanism adopted
by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe
guards against victimization of Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman
of the Audit Committee, in exceptional cases. The functioning of
vigil mechanism is reviewed by the Audit Committee from time to
time. None of the Whistle blowers has been denied access to the
Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company
www.transformerindia.com.

Risk Management Policy

The Company acknowledges the inherent risks associated with
its operations and consistently undertakes thorough analyses to
identify, manage, and mitigate these risks.

To effectively address these challenges, the Company has
established a comprehensive Risk Management Policy, which is
periodically reviewed and updated to ensure the continued
smooth operation and robust management controls. The Risk
Management Committee regularly evaluates the adequacy of
this policy, focusing on the key risks faced by the business and
assessing the effectiveness of the measures in place to mitigate
these risks.

Prevention of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (“POSH Act") and the Rules made thereunder, the
Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women
at workplace. The Company has constituted Internal Complaints
Committee(s) (ICCs) to redress and resolve any complaints
arising under the POSH Act.

Training/awareness programme were conducted during the financial
year to create sensitivity towards ensuring respectable workplace.

Directors' Responsibility Statement

As stipulated in Section 134(3)(c) read with sub section 5 of the
Companies Act, 2013, Directors subscribe to the “Directors'
Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31^st
March, 2025, the applicable accounting standards have
been followed and that no material departures have been
made from the same;

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 or loss of the
Company for that year;

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 for
preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the
year ended 31^st March, 2025 on going concern basis.

e) The Directors had laid down the 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 had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Insurance

The assets of our company are comprehensively insured to
mitigate potential risks arising from a wide range of perils

Corporate Governance

The Company endeavors to maximize the wealth of the
Shareholders by managing the affairs of the Company with pre¬
eminent level of accountability, transparency and integrity.

A separate section on Corporate Governance standards
followed by your Company, as stipulated under Regulation 27

and 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed to this Report.

A Certificate from Mr. Tapan Shah, Practicing Company Secretary,
conforming compliance to the conditions of Corporate
Governance as stipulated under Regulation 27 and 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, is annexed to this Report.

Secretarial Standards

Secretarial Standards for the Board of Directors and General
Meetings (SS-1 & SS-2) are applicable to the Company. The
Company has complied with the provisions of both Secretarial
Standards.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
financial year under review as stipulated under Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in the separate section forming
part of this Annual Report.

Material Changes and Commitment affecting Financial
Position of the Company

There are no material changes and commitments, affecting the
financial position of the Company which has occurred between
the end of financial year as on 31^st March, 2025 and the date of
Director's Report i.e. 08^th April, 2025.

Particular of Employees

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company, will be provided
upon request. In term of Section 136 of the Companies Act, 2013,
the Report is being sent to all shareholders and others entitled
thereto, excluding the aforesaid information and the said
particulars are available for inspection by the Members at the
Registered Office of the Company during the business hours on
working days of the Company. The members interested in
obtaining such particulars may write to the Company Secretary.

The ratio of remuneration of each Director to the median
employee's remuneration and other details in terms of sub¬
section 12 of Section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are forming part of this Board
of Director's Report as Annexure-3.

Issue of shares (including sweat equity shares) to employees
of the Company under any scheme save and ESOS:

The shareholders of the Company have approved the TRIL ESOP
Plan 2024; however, no shares have been granted to the
employees under the approved ESOP Plan during the financial
year 2024-25.

Annual Return

Draft of Annual Return as on 31^st March, 2025 in Form
MGT-7 is available on the website of the Company
www.transformerindia.com

Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

Information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo, required
under Section 134 (3) (m) of the Companies Act, 2013 forms part
of this Board of Director's Report as Annexure-4.

Contracts or Arrangements with Related Parties

All the related party transactions that were entered during the
financial year were in the Ordinary course of business of the
Company and were on arm's length basis. There were no
materially significant related party transactions entered by the
Company with its Promoters, Directors, Key Managerial
Personnel or other persons which may have potential conflict
with the interest of the Company.

All Related Party transactions are placed before the Audit
Committee for approval, wherever applicable. Prior omnibus
approval for normal business transactions is also obtained from
the Audit Committee for the related party transactions which are
of repetitive nature and accordingly the required disclosures are
made to the Committee on quarterly basis in terms of the
approval of the Committee.

The policy on Related Party Transactions as approved by the
Board of Directors is uploaded on the website of the Company
www.transformerindia.com

The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, as
prescribed in Form AOC-2 which forms part of this Board of
Director's Report as Annexure-5

Business Responsibility and Sustainability Report

In Compliance with Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company
is required to prepare a Business Responsibility and
Sustainability Report on the environmental, social and
governance disclosures.

The Business Responsibility and Sustainability Report of the
Company for the financial year ended 31^st March, 2025, is
presented in the separate section forming part of this Annual
Report.

Internal financial control systems and their adequacy

Your Company has laid down the set of standards, processes and
structure which enables to implement internal financial control
across the Organization and ensure that the same are adequate
and operating effectively. To maintain the objectivity and
independence of Internal Audit, the Internal Auditor reports to
the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its
compliance with the operating systems, accounting procedures
and policies of the Company. Based on the report of Internal
Auditor, the process owners undertake the corrective action in
their respective areas and thereby strengthen the Control.
Significant audit observation and corrective actions thereon are
presented to the Audit Committee of the Board.

Reporting of frauds by Statutory Auditors under Section
143(12)

There were no incidences of reporting of frauds by Statutory
Auditors of the Company u/s 143(12) of the Act read with
Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed by the
Regulators, Courts and Tribunals

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status
and Company's operations in future.

Disclosure of proceedings pending or application made
under Insolvency and Bankruptcy Code, 2016

No application was filed for corporate insolvency resolution
process, by a financial or operational creditor or by the Company
itself under the IBC before the NCLT.

Disclosure of reason for difference between valuation done
at the time of taking loan from Bank and at the time of one¬
time settlement

There were no instances of one-time settlement with any Bank or
Financial Institution

Statutory Auditors

The Statutory Auditors, M/s Manubhai & Shah LLP (Firm
Registration No. 106041W), Chartered Accountants has been
appointed to hold the office from the conclusion of 28^th Annual
General Meeting till the conclusion of 33^rd Annual General
Meeting of the Company. The Company has received the
consent from the Auditors and confirmation to the effect that they
are not disqualified to be appointed as the Auditors of the
Company in the terms of the provisions of the Companies Act,
2013 and the Rules made thereunder.

Statutory Auditor's Report

The Statutory Auditors' Report on the accounts of the Company
for the accounting year ended 31^st March, 2025 is self¬
explanatory and do not call for further explanations or comments
that may be treated as adequate compliance of Section 134 of
the Companies Act, 2013.

There is no qualification, reservation or adverse remark made by
the Statutory Auditors in their report for FY 2024-25.

Internal Auditor

M/s Sharp & Tannan Associates, Chartered Accountants,
Ahmedabad has been appointed as Internal Auditors of the
Company for financial year 2024-25. Internal Auditors are
appointed by the Board of Directors of the Company on a yearly
basis, based on the recommendation of the Audit Committee.
The Internal Auditor reports their findings on the Internal Audit of
the Company, to the Audit Committee on a quarterly basis. The
scope of internal audit is approved by the Audit Committee.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company had
appointed Mr. Tapan Shah, Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the financial
year 2024-25. The Report of the Secretarial Audit Report for the
financial year 2024-25 is annexed to this Board of Director's
Report as Annexure-6.

M/s Shah & Shah Associates, Company Secretaries, Secretarial
Auditors (Unique Identification No.: P2000GJ013500), is
proposed to be appointed on the basis of recommendation of
Board of Directors as the Secretarial Auditors of the Company
from the conclusion of this 31st Annual General Meeting till the
conclusion of 36^th Annual General Meeting of the Company
pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and Section 204 of the Companies Act, 2013 and rules made
thereunder, subject to approval of shareholder of the company
in the 31st Annual General Meeting of the Company. Written
consent of the Secretarial Auditors and confirmation to the effect
that they are eligible and not disqualified to be appointed as the
Auditors of the Company in the terms of the provisions of the
Listing Regulations, the Companies Act, 2013 and the rules made
thereunder.

Cost Auditor

As per Section 148 read with Companies (Audit and Auditors)
Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013, the Board of Directors of your Company
had appointed M/s Kushal & Co., Cost Accountants as the Cost
Auditor of the Company for the financial year 2024-25 on the
recommendations made by the Audit Committee.

The Cost Audit report for the financial year ended 31^st March,
2024 has been filed within the due date. The due date for
submission of the Cost Audit Report for the financial year
2024-25 is within 180 days from 31^st March, 2025.

M/s Ankit Kushal & Associates, Cost Accountants, Cost Auditors
(FRN: 004655), pursuant to Section 148 read with Companies
(Audit and Auditors) Rules, 2014 and other applicable provisions
of the Companies Act, 2013, if any, has been appointed as the
Cost Auditors of the Company for the financial year 2025-26 at
the Board Meeting of the Company held on 08^th April, 2025 on
the recommendations made by the Audit Committee. The
Company has received the consent from the Cost Auditors and
confirmation to the effect that they are not disqualified to be
appointed as the Cost Auditors of the Company in the terms of
the provisions of the Companies Act, 2013 and the rules made
thereunder.

General

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

1. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.

2. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

Acknowledgment

Your Directors would like to express their 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 executives, staff
and workers of the Company.

For and on behalf of the Board of Directors

Jitendra U. Mamtora

Place: Ahmedabad Chairman and Whole-time Director

Date: 08^th A pril, 2025 (DIN: 00139911)

Registered office:

Survey No. 427 P/3-4, & 431 P/1-2,

Sarkhej-Bavla Highway, Village: Moraiya,

Taluka: Sanand, Dist.: Ahmedabad - 382213
Gujarat, INDIA

CIN: L33121GJ1994PLC022460