The directors present the Company’s 34th Annual Report along with the Audited Financial Statements for the
financial year ended March 31, 2026.

FINANCIAL RESULTS

Brief Financial Highlights with comparison of the previous financial year are as follows:

Financial results for the financial year ended March 31, 2026, are prepared in compliance with the Indian
Accounting Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.

PERFORMANCE REVIEW

Your Company has reported annual revenue from operations for FY 2025-26 INR 78,207.91 Lakhs which is 27.84
% increase from previous year revenue of INR 61,177.74 Lakhs. The EBITDA for the FY 2025-26 stood at INR
13,073.71 Lakhs reporting a growth of 41.23 % as compared to EBITDA of INR 9,257.06 for the FY 2024-25. The
Profit After Tax (PAT) for the FY 2025-26 stood at INR 9,277.11 Lakhs reporting a growth of 45.22% as compared
to the PAT of INR 6,388.16 Lakhs for the FY 2024-25.

Our continuous focus is to improve productivity, reduction of non-value added cost and deliver the best quality
transformers. Owing to the raw material cost, the price pressure is immense, and it is impacting the entire
industry. In the challenging environment, with improved sourcing strategies and cost optimization our focus is to
improve and sustain the margin in the coming years.

A detailed discussion on the industry structure, threats, opportunities, risks and business outlook is given
separately in the Management’s Discussion and Analysis section, which forms a part of this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of seven experienced directors from diverse areas, which enables the
Board to provide effective leadership to the Company. Composition of the Board is in conformity with the
provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Board of Directors of the Company as on March 31, 2026 is as follows:

Mr. Visweswara Reddy - Non-Executive Director

Mr. Manohar Purushothaman - Whole-Time Director and Chief Executive Officer*

Mr. Sharat Chandra Kolla - Non-Executive Director

Mr. Ajay Kumar Dhagat - Chairman & Independent Director

Ms. Leena M Sathyanarayanan - Independent Director

Mr. Sudheer Vennam - Non-Executive Director

The Key Managerial Personnel of the Company as on March 31, 2026 is as follows:

Mr. Manohar Purushothaman - Whole-Time Director and Chief Executive Officer*

Mr. SaiKrishnan C. P. - Chief Financial Officer

Mr. Shiva Prasad Padhy - Company Secretary@

Mr. Karthick. D - Compliance Officer

Mr. Dayanand Ramakrishnan - Chief Operating Officer

There were no changes in the Board of Directors during the reporting period, except Mr. Sutanu Behuria
completed his term of office as Independent Director of the company with effect from 18th Aug 2025.

* Mr. Shridhar Gokhale, Chief Executive Officer and Whole Time Director decided to move out for his personal
reasons and the board accepted his resignation and subsequently appointed Mr. Manohar Purushothaman as his
successor. This change was made as per succession planning within the company.

@Mr. Manikandan. M, Company Secretary and Compliance Officer had stepped down first as Compliance
Officer with effect from March 27, 2025 and from Company Secretary position effective April 10, 2025 and Mr.
Karthick. D was appointed as Compliance Officer on March 27, 2025 and Mr. Shiva Prasad Padhy was appointed
as Company Secretary with effect from May 20, 2025. Mr. Dayanand Ramakrishnan was appointed as Chief
Operating Officer with effect from May 20, 2025

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Seven (7) times during the financial year. The said meetings were held on May
20, 2025; July 04, 2025; August 13, 2025; September 17, 2025; November 13, 2025; December 25, 2025 and
February 04, 2026.

The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap
between two meetings. The necessary quorum was present for all the meetings.

BOARD COMMITTEES

Board Committees plays a vital role in improving the Board effectiveness in areas where more focus and
discussions are required. Board has constituted three Committees in accordance with the provisions of
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its
composition during the year are as follows

Details in respect of each Committee during the year are provided in the Corporate Governance Report forming
part of the Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according
to the information and explanations obtained by us,
your Directors make the following statements in terms
of Section 134(3) (c) and 134 (5) of the Act, that;

a) In the preparation of the annual financial
statements for the financial year ended March
31, 2026, the applicable accounting standards
had been followed along with proper explanation
relating to material departures;

b) The Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year 2025-26 and of the statement of
Profit of the Company for the year under review;

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 preventing and detecting
fraud and other irregularities;

d) The Directors had prepared the accounts for the
financial year ended March 31, 2026, on a ‘going
concern basis;

e) The Directors had laid down Internal Financial
Controls to be followed by the Company, and
such Internal Financial Controls are adequate and
were operating effectively;

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.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013
and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, Company’s policy
on nomination and remuneration of Directors, Key
Managerial Personnel (KMP), Senior Management
and other employees shall act as a guideline for
determining, inter-alia, qualifications, positive
attributes and independence of a Director, matters
relating to the remuneration, appointment, removal
and evaluation of performance of the Directors, Key
Managerial Personnel, Senior Management and other
employees.

As a policy, currently the independent directors are
paid sitting fee of Rs. 40,000/- per meeting per
person for attending the Board and Audit Committee

Meetings and Rs. 5,000/- per meeting per person
for attending Stakeholders Relationship Committee,
Nomination & Remuneration Committee and Corporate
Social Responsibility Committee meetings.

SUCCESSION PLANNING

The Company believes that sound succession plans for
the senior leadership are very important for creating
a robust future for the Company. The Nomination
and Remuneration Committee in consultation with
the Board of Directors work along with the Human
Resource department of the Company for a structured
leadership succession plan.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company has not provided any loans, guarantee
or made any investments covered under section 186 of
the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF COMPANIES ACT, 2013

The particulars of contracts or arrangements with
related parties referred to in Section 188(1), as
prescribed in Form AOC - 2 of the rules prescribed
under Chapter IX relating to Accounts of Companies
under the Companies Act, 2013, is appended as
Annexure “I”.

STATUTORY AUDITORS

ASA & Associates LLP, Chartered Accountants (Firm
Registration No. 009571N/N500006), continue as the
Statutory Auditors of the Company pursuant to the
approval accorded by the Members at the 33rd Annual
General Meeting for a second term of five consecutive
years, to hold office from the conclusion of the 33rd
Annual General Meeting until the conclusion of the
38th Annual General Meeting of the Company, in
accordance with the provisions of Section 139 of
the Companies Act, 2013 read with the Rules made
thereunder.

The Auditors’ Report for the financial year ended
March 31, 2026 does not contain any qualification,
reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS &

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, J B Bhave & Co.,
Practicing Company Secretaries, continue as the
Secretarial Auditors of the Company pursuant to the
approval accorded by the Members at the 33rd Annual
General Meeting for a term of five consecutive years
commencing from FY 2025-26 upto FY 2029-30.

The Secretarial Audit Report issued by J B Bhave & Co.
in Form MR-3 for the financial year ended March 31,
2026 forms part of this Report as Annexure - II.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

COMMENTS ON AUDITORS‘ REPORT /

SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse
remarks or disclaimers made by M./s. ASA &
Associates LLP, Statutory Auditors, in their report and
by M/s. J B Bhave & Co., Company Secretaries in their
secretarial audit report.

COST AUDITORS

Pursuant to section 148 and rules made there under
and based on the recommendation of the Audit
Committee, your Board has approved the appointment
of Mr. K Suryanarayanan, Cost Accountant
(Registration No: 102347), as the Cost Auditor of
the Company for the financial year 2026-2027, on a
remuneration as mentioned in the Notice convening
the 34th Annual General Meeting for conducting the
audit of the cost records maintained by the Company.

MAINTENANCE OF COST RECORDS

The Company has maintained the required cost
records as prescribed under Section 148(1) of the
Companies Act, 2013, read along with Companies (Cost
Records and Audit) Rules, 2014.

DIVIDEND

The Board of Directors have recommended a dividend
of INR 10.00/- (Rupees Ten Only) (100 %) per equity
share of INR 10/- (Rupees Ten only) each. During the
previous year your board of directors has decided
to utilize the retained earnings towards funding of
the capacity addition. Dividend is subject to approval
of members at the ensuing Annual General Meeting
(AGM) and shall be subject to deduction of income tax
at source.

TRANSFER TO RESERVES

During the year under review, no amount was
transferred to the General Reserves of the Company.

OPERATIONS

During the financial year under review, the operations
of the Company remained stable and were carried
out in the normal course of business. The Company
did not experience any significant disruption in its
manufacturing activities, including the production of
transformers, supply chain operations, or delivery
schedules. All manufacturing facilities functioned
efficiently, and the Company was able to meet its
production targets and customer commitments in a
timely manner. The management is pleased to report
that business continuity was maintained throughout
the year without any material interruptions.

MATERIAL CHANGES AND COMMITMENTS

Apart from the changes in the Board of Director and
Key Managerial Personnel, there were no material
changes and commitments affecting the financial
position of the company which have occurred between
the end of the financial year of the company to which
the financial statements relate and the date of the
report.

BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, its Committees and
individual Directors including Independent Directors
pursuant to the requirements of the Act and the Listing
Regulations. Further, the Independent Directors,
at their exclusive meeting held on March 30, 2026,
reviewed the performance of the Board as a whole, its
Chairman and Non-Executive Directors and other items
as stipulated under the Listing Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration
from each independent director that he / she meets
the criteria of independence laid down in Section
149(6), Code for independent directors of the Act and
Regulation 16(1)(b) of the Listing Regulations.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said
rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules,

2014, as amended, also form part of this Annual
Report. However, having regard to the provisions of
second proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information, is being
sent to all the members of the Company and others
entitled thereto. The said information is open for
inspection and any member interested in obtaining the
same may write to the Company Secretary and will be
furnished on request.

CORPORATE GOVERNANCE

Your Company is committed to good corporate
governance aligned with the best corporate practices.

A separate Report on Corporate Governance is
provided as a part of this Annual Report (Annexure 4),
besides the Management Discussion and Analysis.

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial
Standards issued by the Institute of the Company
Secretaries of India during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility
(‘CSR’) policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year under review are set out in Annexure - III of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014
including any statutory modifications/amendments
thereto for the time being in force. For other details
regarding the CSR Committee, please refer to the
Corporate Governance Report, which is a part of this
report.

Apart from the regulatory requirements, the company’s
approach towards CSR is holistic and integrated with
the core business strategy for addressing social and
environmental impacts of business. The Company is
committed to undertake the CSR activities to address
the well-being of all stakeholders and not just the
company’s shareholders.

FIXED DEPOSITS / PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits
or Public Deposits covered under Chapter V of the
Companies Act, 2013 and, as such, no amount of
principal or interest was outstanding on the date of the
Balance Sheet.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of Internal
Financial Controls in place with reference to the

financial statements. Audit Committee periodically
reviews the Internal Financial Control and Risk
Assessment System of the Company. During the year,
Internal Financial Controls were tested and no material
weaknesses in the design or operating effectiveness
were observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a “Vigil Mechanism (Ombuds &

Open Reporting Procedure)” to provide an avenue
to stakeholders, including employees and directors,
to report concerns related to any actual or potential
violation of law or violation of the Company’s Code
of conduct. The mechanism provides for adequate
safeguards against victimization of Director(s) and
Employee(s) who avail the mechanism.

The Whistle Blower Policy is explained in corporate
governance report and also placed on the notice board
& the website of the Company at www.indo-tech.com

RISK MANAGEMENT FRAMEWORK

The Company has formulated a Risk Management
policy to identify, assess, monitor and mitigate various
risks to the Company. Identified risks and the mitigation
plans are discussed at the meetings of the Internal Risk
Management Committee, Audit Committee and the
Board of Directors of the Company.

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

The information as prescribed under Section 134 of
the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 is as follows:

A. CONSERVATION OF ENERGY

1. Installation of Fine-Tuned Capacitor Bank

As part of the Company‘s ongoing energy
efficiency initiatives, a fine-tuned capacitor bank
has been installed to optimize the electrical
distribution system by maintaining an improved
power factor and ensuring accurate voltage and
current regulation. The system minimizes reactive
power losses, reduces unnecessary energy
consumption, and improves the overall efficiency
of power utilization across the manufacturing
facility.

The implementation of this system has contributed
to enhanced electrical reliability, reduced loading
on the power network, and improved utilization
of installed electrical infrastructure. This initiative
supports the Company‘s commitment to
sustainable manufacturing and responsible energy
management.

2. Conversion of Winding Machine
Control from Contactor to VFD

The conventional contactor-based motor control
system of the transformer winding machines
has been upgraded to a Variable Frequency
Drive (VFD)-based control system. The VFD
enables motors to operate at the required speed
according to the process demand, thereby
eliminating unnecessary energy consumption
associated with fixed-speed operation.

In addition to reducing power consumption,
the VFD-based system provides smoother
acceleration and deceleration, minimizes
mechanical stress on equipment, improves
process control, and extends the service
life of motors and associated components.

This modernization initiative enhances both
operational efficiency and equipment reliability.

Technology & Energy Conservation Projects

1. Installation of Advanced Vapor Phase Drying
(VPD) System

The Company has commissioned an advanced
Vapor Phase Drying (VPD) system incorporating
improved process controls and enhanced heating
efficiency. The upgraded technology significantly
reduces transformer drying cycle time while
maintaining high insulation quality and product
reliability.

The enhanced VPD system has increased
processing capacity by approximately 40%
compared to the existing facility. The reduction
in cycle time improves production throughput,
enables faster order execution, and enhances
overall manufacturing productivity while
optimizing energy utilization during the drying
process.

2. High-Efficiency Chilling Plant with VFD
Compressors

To improve energy performance in the cooling
system, the Company has installed a high-
efficiency chilling plant equipped with Variable
Frequency Drive (VFD)-controlled compressors.
The VFD technology continuously adjusts
compressor speed based on the actual cooling
demand, thereby eliminating unnecessary power
consumption during partial load conditions.

The upgraded chilling system provides improved
cooling efficiency, lower electricity consumption,
reduced operating costs, and enhanced
equipment reliability. This initiative forms part of
the Company‘s long-term strategy to improve
energy efficiency and reduce its environmental
footprint.

B. TECHNOLOGY ABSORPTION RESEARCH &
DEVELOPMENT

Intelligent 200-Ton EOT Crane with

Integrated Safety Features

The Company has introduced a technologically

advanced 200-ton Electric Overhead Travelling (EOT)

crane equipped with an integrated load cell system for

real-time load monitoring and enhanced lifting safety.

The crane is further integrated with a floor-mounted
safety light projection system that creates a clearly
visible exclusion zone during crane operations. The
projected safety boundary alerts personnel and
restricts movement of both manpower and material
within the lifting area, thereby minimizing the risk of
accidents during heavy material handling operations.

The adoption of these advanced safety features
reflects the Company‘s commitment to leveraging
modern technology to improve operational safety,
reduce workplace risks, and enhance manufacturing
excellence.

Sustainable Energy Initiative
Implementation of Briquette-Fired Boiler

As part of the Company‘s sustainability and
decarbonization initiatives, a briquette-fired boiler
has been installed for the expansion project,
replacing the conventional furnace oil-fired boiler.

The use of biomass briquettes as a renewable fuel
source significantly reduces dependence on fossil
fuels, lowers fuel costs, and improves overall boiler
efficiency. In addition to providing economic benefits,
this initiative contributes to a reduction in greenhouse
gas emissions and supports the Company‘s
Environmental, Social and Governance (ESG)
objectives by promoting cleaner and more sustainable
manufacturing practices.

The implementation of the briquette-fired boiler
demonstrates the Company‘s commitment to
adopting environmentally responsible technologies
while achieving long-term operational efficiency and
sustainable growth.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company’s exposure to foreign currency risk at
the end of the reporting period mentioned in Note 29
to the financial statements for the year ended March
31, 2026.

ANNUAL RETURN

As per provisions of Section 92 (3) of the Act read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to

time, the copy of the Annual Return in the Form MGT-7
is hosted on website of your Company at www.indo-
tech.com

REPORTING OF FRAUDS

During the year under review, the Internal Auditor,
Statutory Auditor, Cost Auditor and Secretarial Auditor
have not reported any instances of frauds committed
in the Company by its Officers or Employees to the
Audit Committee and / or Board under section 143(12)
of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS OF THE COMPANY

During the Financial Year under review, no regulator
or court has passed any significant and / or material
orders impacting the going concern status of the
Company and its future operations.

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee (“ICC”) has been set up to
redress the complaints received regarding sexual
harassment. All employees are covered under this
policy.

During the financial year 2025-26, there were no
cases reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

STATEMENT ON COMPLIANCE OF MATERNITY
BENEFITS ACT, 1961

The company has complied with the provisions of
Maternity Benefits Act, 1961.

PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (‘IBC’)

No application was made or any proceedings were
pending against the company under the Insolvency
and Bankruptcy Code, 2016 during the year.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions / events on these items during

the year under review:

a) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

b) Issue of Shares (including Sweat Equity Shares) to
employees of the Company under any Scheme.

c) Voting rights which are not directly exercised
by the employees in respect of shares for the
subscription/ purchase of which loan was given
by the Company (as there is no scheme pursuant
to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the
Act).

d) There has been no change in the nature of
business of your Company.

e) The Company has not made any one-time
settlement for loans taken from the Banks or
Financial Institutions.

f) There was no revision of financial statements and
Board’s Report.

SUBSIDIARY COMPANIES

As at March 31, 2026, there is no subsidiary company.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of
the continued cooperation of Governments and
Government agencies, bankers, customers, suppliers
and also the valuable assistance and guidance
received from Shirdi Sai Electricals Limited and all
the shareholders. Your Directors also wish to thank
all employees for their contribution, support and
continued cooperation during the financial year
and are deeply grateful to the shareholders of the
Company for the confidence and faith.

By order of the Board of Directors
for Indo-Tech Transformers Limited

Sharat Chandra Kolla
Director
DIN : 08851423

Manohar Purushothaman

Chief Executive Officer &
Place: Kancheepuram Whole-Time Director

Date : Aug 11, 2026 DIN : 11074837