Your Directors have pleasure in presenting the 29^th Annual Report on the business and operations together with the Audited accounts for the financial year ended 31^st March, 2023. The performance of the Company for the financial year ended on 31^st March, 2023 is summarised below:

Dividend

The Board of Directors had recommended Final Dividend @15%, i.e. ' 0.15/- per equity share of ' 1 each for the financial year 2022-23 subject to approval of shareholders at 29^th Annual General Meeting. (Previous year - 15% i.e. ' 0.15/- per equity share other than Promoter).

Review of Operations

For the financial year ended 31^st March, 2023, your Company has reported standalone total revenue of ' 1,37,172 Lakhs and Net Profit of ' 3,709 Lakhs as compared to previous financial year 2021-22's total revenue of ' 1,14,144 Lakhs and Net profit of ' 1,303 Lakhs.

For the financial year ended 31^st March, 2023, your Company has reported consolidated total revenue of ' 1,38,901 Lakhs and Net Profit of ' 4,235 Lakhs as compared previous financial year 2021-22 total revenue of ' 1,17,155 Lakhs and Net Profit of ' 1,428 Lakhs.

Share Capital

The Paid up Equity Share Capital as at 31^st March, 2023 stood at ' 1326 lakhs.

MVA Production

During the financial year 2022-23, Your Company has manufactured 20,937 MVA, out of which Changodar unit produced 5,691 MVA, Moraiya unit produced 14,082 MVA & Odhav unit produced 1,164 MVA, against the last year's total production of 26651 MVA.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 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 30^th April, 2023, the Company has Order Book position of ' 1,79,734 Lakhs. The table below indicates the division of our order book between our business segments:

Exports

During the financial year, the Company has achieved export sales and service of ' 5845.46 Lakhs and export service income of ' 558.14 Lakhs.

Fixed 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:• Order from Solar Power Plants

• Your Company received order for Solar Power Plants for 4 nos. 250 MVA 2x33KV/400 KV from a reputed EPC Company

• Your Company received order for 8 nos. 315 MVA 2x33/400 KV from a Maharatna PSU

• Order from Private Sector Industry

• Your Company received maiden order for 400 KV Generator transformers of 3 nos. 210 MVA from a very reputed steel plant in private sector

• Order from Metro Projects/ Railways

• Your Company received order for Delhi Metro (DMRC) and Chennai Metro Projects

• Order from Central Power Utility

• Your Company received order for 72 nos. Transformers & Reactors from a leading Central Power Utility in India

• Order from Power Distribution Company - PPP Model

• Your Company has received order for 2 nos. 250 MVA ICT from one of the PPP model Company Subsidiaries and Joint Venture Company

As on 31^st March, 2023, your Company has Four (4) 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)and One (1) Joint Venture Company TARIL Switchgear Private Limited (Formally known as T&R Switchgear Private Limited)(60% 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 Secretar y.

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 Directors Report as Annexure - 1

The Performance of Subsidiaries and Joint Venture Company are as under:

Transpares Limited

Transpares Limited (Transpares) is the Subsidiary of the Company and the Company holds 51% Shares of Transpares. For the financial year ended 2022-23 Transpares achieved sales of ' 3991 Lakhs against ' 3607 Lakhs during the previous financial year 2021-22. Total profit before tax for the financial year 2022-23 is ' 416 Lakhs as against the total profit before tax of ' 151 Lakhs for the previous financial year 2021-22.

Profit after tax (PAT) is ' 298 Lakhs during the financial year 2022-23 as against Profit after tax (PAT) of ' 95 Lakhs for the previous financial year 2021-22.

Transweld Mechanical Engineering Works Limited

Transweld Mechanical Engineering Works Limited ("Transweld") is the wholly owned subsidiary of the Company. For the financial year ended 2022-23 Transweld achieved sales of ' 1280 Lakhs against ' 1092 Lakhs during the previous financial year 2021-22. Total profit before tax for the financial year 2022-23 is ' 3 Lakhs as against the Total loss before tax of ' 15 Lakhs for the previous financial year 2021-22.

Loss after tax (LAT) is ' 11 Lakhs during the financial year 2022-23 as against the Loss after tax (LAT) of ' 16 Lakhs for the previous financial year 2021-22.

TARIL Infrastructure Limited

TARIL Infrastructure Limited ("TARIL") is the wholly owned subsidiary of the Company. For the financial year ended 2022-23 TARIL achieved sales of ' 2038 Lakhs against ' 1383 Lakhs during the previous financial year 2021-22. Total profit before tax for the financial year 2022-23 is ' 344 Lakhs as against the total profit before tax for the financial year is ' 252 Lakhs for the previous financial year 2021-22.

Profit after tax (PAT) is ' 257 Lakhs during the financial year 2022-23 as against the Profit after tax (PAT) of ' 212 Lakhs for the previous financial year 2021-22.

Savas Engineering Company Private Limited

Savas Engineering Company Private Limited ("Savas") is the wholly owned subsidiary of the Company. For the financial year ended 2022-23 Savas achieved sales of '4082 Lakhs against ' 3678 Lakhs during the previous financial year 2021-22. Total Profit before tax for the financial year 2022-23 is ' 41 Lakhs as against the total profit before tax of ' 39 Lakhs for the previous financial year 2021-22.

Loss after tax (LAT) is Rs 53 Lakhs during the financial year 2022-23 as against profit after tax (PAT) of ' 7 Lakhs for the previous financial year 2021-22.

Joint Venture Company:

TARIL Switchgear Private Limited (formerly known as T&R Switchgear Private Limited)

TARIL Switchgear Private Limited (formerly known as T&R Switchgear Private Limited) ("TARIL Switchgear") is the joint venture Company. For the financial year ended 2022-23 TARIL Switchgear achieved sales of ' 1948 Lakhs against ' 1087 Lakhs during the previous financial year 2021-22. Total loss before tax for the financial year 2022-23 is ' 7 Lakhs as against the total loss before tax of ' 168 Lakhs for the previous financial year 2021-22.

Loss after tax (LAT) is ' 8 Lakhs during the financial year 2022-23 as against loss after tax of ' 169 Lakhs for the previous financial year 2021-22.

Directors

The Board of Directors of your Company comprises of Six (6) Directors of which Three (3) are Executive Directors and Three (3) are Non-Executive and Independent Directors as on 31^st March, 2023.

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, 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, who is presently the Executive Director of your Company.

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, 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 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 and Mrs. Karuna J. Mamtora as Executive Director of the Company.

Mr. Satyen J. Mamtora was re-appointed as a Managing Director of the Company w.e.f 1^st April, 2022 as approved by the members through Postal Ballot process, as on 27^th June, 2022.

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: http://www.transformerindia.com/wp-content/uploads/2023/02/Details-of-Familiarization-programme-2022-23.pdf

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. Jitendra U. Mamtora, Chairman and Whole-time Director of the Company has been reappointed w.e.f. 1^st January, 2023, Mrs. Karuna J. Mamtora (DIN: 00253549), Executive Director of the Company has been reappointed w.e.f. 1^st April, 2023 and Mr. Satyen J. Mamtora, Managing Director of the Company has been reappointed w.e.f. 1^st April, 2022

Mr. Ramesh Birajdar had resigned from the post of Chief Financial Officer of the Company w.e.f 4^th July, 2022 and Mr. Amarendra Kumar Gupta has been appointed as Chief Financial Officer of the Company w.e.f 4^th July, 2022.

Mr. Jitendra U. Mamtora, Chairman and Whole-time Director, Mr. Satyen J. Mamtora, Managing Director, Mrs. Karuna J. Mamtora, Executive Director, Mr. Mathew Kurian, Chief Executive Officer, Mr. Amarendra Kumar Gupta, Chief Financial Officer 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, 2023.

Mr. Mathew Kurian has resigned from the post of Chief Executive Officer due to his ill health w.e.f. 4^th May, 2023.

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 2022-23, the Board of Directors met Five (5) times i.e. 14 ^th May, 2022, 4^th July, 2022, 8^th August, 2022, 10^th November, 2022 and 6^th February, 2023. 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 2022-23 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 of the Board of Directors:

• Audit Committee

• Stakeholder's Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Management Committee

• Transfer Committee

The details with respect to the compositions, powers, terms of reference and other information of relevant committees 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 Boards 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 6^th February, 2023 interalia, 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 is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

Sexual Harassment of Women at Workplace

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 and the company has complied with provisions of the same.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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, 2023, 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, 201 3, 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, 2023 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

Assets of your Company are adequately insured against various 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 as an annexure 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, 2023 and the date of Director's Report i.e. 4^th May, 2023.

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.

Annual Return

Draft of Annual Return as on 31^st March, 2023 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 Directors Report as Annexure-5

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 of Financial Institution

AUDITORS 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 this 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.

Internal Auditor

M/s Sharp & Tannan Associates., Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of the Company for financial year 2023-24. 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 2022-23. The Report of the Secretarial Audit Report for the financial year 2022-23 is annexed to this Board of Director's Report as Annexure-6.

Cost Auditor

As per Section 1 48 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 has appointed M/s Kushal & Co., Cost Accountants as the Cost Auditor of the Company for the financial year 2023-24 on the recommendations made by the Audit Committee The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be ' 50,000/- (Rupees Fifty Thousands only) excluding GST (if applicable) and out of pocket expenses, if any.

The Cost Audit report for the financial year 2021-22 has been filed within the due date. The due date for submission of the Cost Audit Report for the financial year 2022-23 is within 180 days from 31^st March, 2023.

Statutory Auditor's Report

The Statutory Auditors' Report on the accounts of the Company for the accounting year ended 31 ^st March, 2023 is selfexplanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of

the Companies Act, 2013.

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 year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 201 3.

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

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

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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.