Dear
Members,
Your
Directors
present
the
Twenty-Seventh
Annual
Report
(Report)
together
with
the
Audited
Financial
Statements
of TD
Power
Systems
Limited
("the
Company"/"TDPS")
for
the
fiscal
2026
(April
01,
2025
to
March
31,
2026).
FINANCIAL
RESULTS
(Rs.
in
lakhs)
|
Particulars
|
For
the
year
ended
|
|
|
March
31,
2026
|
March
31,
2025
|
|
Revenue
from
operations
and
other
Income
|
1,73,667.29
|
1,28,849.06
|
|
Earnings
before
interest,
tax,
depreciation
and
amortisation
including
other
income
and
exceptional
item
|
31,811.47
|
23,107.13
|
|
Finance
cost
|
190.32
|
305.84
|
|
Depreciation
and
amortisation
|
2,213.58
|
1,885.07
|
|
Profit
before
Tax
(PBT)
including
exceptional
items
|
29,407.57
|
20,916.22
|
|
Tax
expense
|
7,763.22
|
5,545.22
|
|
Profit
after
Tax
(PAT)
including
exceptional
item
|
21,644.35
|
15,371.00
|
|
Other
Comprehensive
Income
"(net)"
|
107.45
|
(75.35)
|
|
Total
Comprehensive
Income
including
exceptional
item
|
21,751.80
|
15,295.65
|
Note:
The
above
figures
are
on
a
standalone
basis
and
are
extracted
from
the
standalone
financial
statement
of
the
Company.
On
a
standalone
basis,
total
income
increased
by
Rs.
44,818.23
lakhs,
or
34.78
%,
to
Rs.
1,73,667.29
lakhs
in Fiscal
2026
from
Rs.
1,28,849.06
lakhs
in
Fiscal 2025.
Earnings
Before
interest,
tax,
depreciation
and amortisation including other income and exceptional item (EBITDA) increased by Rs. 8,704.34 lakhs or 37.67% to Rs. 31,811.47 lakhs in fiscal 2026 as compared to Rs. 23,107.13 lakhs in fiscal 2025. Profit before
tax
including
exceptional
item
increased
by
Rs. 8,491.35
lakhs,
or
40.60%,
to
Rs. 29,407.57
lakhs
in fiscal
2026
from
Rs.
20,916.22
in
fiscal
2025.
Profit
after tax including exceptional item increased by Rs. 6,273.35
lakhs
to
Rs.
21,644.35
lakhs
in
Fiscal
2026
from
Rs. 15,371.00 lakhs in fiscal 2025. Total comprehensive income
increased
by
Rs.
6,456.15
lakhs
or
42.21%
to
Rs. 21,751.80 lakhs in fiscal 2026 as compared to Rs. 15,295.65
lakhs in fiscal 2025. Exceptional items represents provision
for
diminution
in
the
value
of
investment
of
Rs.
300.00
lakhs
in
Fiscal
2026
as
compared
to
Rs.
300
lakhs in Fiscal 2025, being balance 50% of the investment value in its subsidiary D F Power Systems Private
Limited.
The
net
worth
of
the
Company
in
fiscal
2026
stands
at
Rs. 1,02,882.07 lakhs (including Capital redemption reserve) as compared to Rs. 83,588.56 lakhs in fiscal 2025.
On
consolidated
basis,
the
total
income
increased
by
Rs.
57,512.08
lakhs,
or
44.16%,
to
Rs.
1,87,753.20
lakhs
in Fiscal 2026 as compared to Rs. 1,30,241.12 lakhs in Fiscal 2025. Earnings Before interest, tax, depreciation and
amortisation
including
other
income
&
exceptional
item
(EBITDA)
increased
by
Rs.
9,660.34
lakhs
or
37.97%
to
Rs. 35,101.38 lakhs in fiscal 2026 as compared to Rs. 25,441.04
lakhs
in
fiscal
2025.
The
Profit
before
tax
increased
by
Rs.
9,446.36
lakhs,
or
40.78%,
to
Rs.
32,611.71
lakhs
in
Fiscal 2026
as
compared
to
Rs.
23,165.35
lakhs
in
Fiscal
2025.
The Profit
after
tax
including
exceptional
item
increased
by Rs. 6,419.98 lakhs, to Rs. 23,877.49 lakhs in Fiscal 2025
as compared to Rs. 17,457.51 lakhs in Fiscal 2025. Total comprehensive
income
increased
by
Rs.
6,268.46
lakhs
or
36.16
%
to
Rs.
23,604.28
lakhs
in
fiscal
2026
compared
to
Rs.
17,335.82
lakhs
in
fiscal
2025.
The standalone and consolidated financial statements for
the
fiscal
ended
March
31,
2026
forming
part
of
this Annual
Report,
have
been
prepared
in
accordance
with the
Indian
Accounting
Standards
(Ind
AS)
as
notified
by the Ministry of Corporate Affairs.
DIVIDEND
During the fiscal 2026, the Company paid a final dividend of Rs. 0.65/- (Sixty-Five paise) per equity share with a face value of Rs. 2/- each for the fiscal 2025, following shareholders' approval. Additionally, the Board
of
Directors
declared
an
interim
dividend
of
Rs.
1/- (One Rupee) per equity share having a face value of Rs. 2/- each for the fiscal 2026 during their meeting held on October
30,
2025.
The
Board
of
Directors
of
your
Company
has
recommended
a
final
dividend
of
Rs.
1.10/-
(One
Rupee &
Ten
paise)
per
equity
share
(face
value
of
Rs.
2/-
each)
for
fiscal
2026.
The
dividend
payable
is
subject
to
tax
deducted at source as applicable. The aforesaid dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at www.tdps.co.in.
TRANSFER
TO
INVESTOR
EDUCATION
AND
PROTECTION
FUND
AUTHORITY
(IEPF)
Pursuant
to
Section
124
of
the
Companies
Act,
2013
("the
Act")
read
with
the
Investor
Education
and
Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the following remittance/transfer was made by the Company to IEPF during the fiscal 2026:
DIVIDEND
REMITTED
During
the
year,
the
Company
transferred
the
dividend
which
remained
unclaimed/unpaid
for
a
period
of
seven
years to IEPF as below:
|
Year
|
Nature
of
dividend
|
Dividend
per
share
|
Date
of
Declaration
|
Date
of
Transfer
to
IEPF
|
Amount
|
|
2017-
18
|
Final
|
Rs.
1.80
|
26-09-
2018
|
14-11-
2025
|
Rs.
39,808.80
/-
|
SHARES
TRANSFERRED
During
the
year,
the
Company
transferred
the
shares
in
respect
of
which
the
dividend
remained
unclaimed/unpaid
for a period of seven years to IEPF as below:
|
Year
|
Nature
of
Shares
|
Number
of
Shares
|
Date
of
Transfer
to
IEPF
|
|
2017-
18
|
Equity
Shares
|
50
|
15-11-
2025
|
CHANGES
IN
SHARE
CAPITAL
&
THE
COMPANY'S
TDPSL
EQUITY
BASED
COMPENSATION
PLAN
2019
(PLAN)
The paid-up equity capital of the Company as of March 31,
2026,
was
Rs.
31,24,29,660
(comprising
15,62,14,830
Equity
Shares
with
a
face
value
of
Rs.
2/-
each)
as
compared to
Rs.
31,23,67,224
(comprising
15,61,83,612
Equity
Shares with a face value of Rs. 2/- each) as on March 31, 2025.
During the fiscal 2026 under the TDPSL Equity-Based Compensation Plan 2019:
38,333 ESARs were exercised by the grantees, resulting
in the issuance and allotment of 31,218 equity shares with a face value of Rs. 2 each.
The said plan is in compliance with the SEBI (Share Based
Employee
Benefits
and
Sweat
Equity)
Regulations,
2021
("Regulations"). A certificate from Secretarial Auditors of the Company that the plan is implemented in accordance
with the said Regulations has been obtained and it
shall be made available at the ensuing Annual General Meeting for inspection by members. The applicable disclosure as stipulated under the Regulations with
respect
to
the
plan
is
disclosed
in
Annexure
10
to
the
report and available on the website of the Company at
www.tdps.co.in
.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
The details of loans, investments, securities and guarantees
are
disclosed
in
note
no.6
of
the
Standalone
Financial
Statements
for
the
year
ended
March
31,
2026.
All
loans
have
been
repaid
by
the
subsidiaries
and
none of
them
have
any
outstanding
loans
with
the
Company. The advance bank & performance guarantees were issued to customers on behalf of subsidiary companies for business purposes.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE
WITH
RELATED
PARTIES
All
transactions
with
related
parties
are
placed
before
the
Audit
Committee
for
its
approval.
An
omnibus
approval is
obtained
for
the
related
party
transactions,
which
are repetitive in nature. In case of transactions which are unforeseen, the Audit Committee grants an omnibus approval
to
enter
into
such
unforeseen
transactions,
provided the transaction value does not exceed the limit of Rs. 1 Crore per transaction, in a financial year. The Audit Committee reviews all transactions entered into
pursuant
to
the
omnibus
approvals
so
granted,
on
a quarterly
basis.
Transactions entered into with related parties during the fiscal year 2026 were at arm's length basis and in the ordinary course of business. During the year under review,
there
were
no
transactions
for
which
consent
of the Board was required to be taken in terms of Section 188(1)
of
the
Act.
The
details
of
material
transactions
in term of the Company's policy for determining material related party transaction under Regulation 23 of SEBI Listing Regulations is disclosed in Form AOC-2 which is
appended as
Annexure 2
to the Report. The said policy is
available
on
the
Company's
website
https://www.tdps.
co.in
.
MANAGEMENT
DISCUSSION
AND
ANALYSIS
Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, the Management Discussion and Analysis Report covering operations, performance and outlook
of
the
Company
is
appended
as
Annexure
8
to the
Report.
CORPORATE
GOVERNANCE
REPORT
In terms of Regulation 34 read with Schedule V of SEBI Listing Regulations, a report on Corporate Governance along with a Compliance Certificate issued by a
Practicing
Company
Secretary
is
appended
as
Annexure
9
and
forms
an
integral
part
of
this
Report
(hereinafter referred to as "Corporate Governance Report").
Note on Code of conduct, Board evaluation, Board Diversity Policy, Training of independent directors - familiarisation of directors, Whistle Blower policy/Vigil mechanism & Nomination and Remuneration policy form part of the Corporate Governance Report.
DECLARATION
BY
INDEPENDENT
DIRECTOR
The Company has received the necessary declaration from
Independent
Directors
that
they
meet
the
criteria of
independence
laid
down
in
Section
149(6)
of
the
Act, rules made thereunder and Regulation 16 and other applicable provisions of SEBI Listing Regulations.
POLICY
ON
DIRECTORS'
APPOINTMENT
AND REMUNERATION
The current policy is to have an appropriate mix of executive
and
independent
directors
to
maintain
the
independence
of
the
board
and
separate
its
functions
of governance and management.
The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Company's
website
www.tdps.co.in.
There
has
been
no change
in
the
policy
since
the
last
fiscal
year.
We
affirm that,
the
remuneration
paid
to
the
directors
is
as
per
the terms laid out in the Nomination and Remuneration policy of the Company. Details of Policy on directors' appointment and remuneration form part of the
Corporate
Governance
Report
appended
as
Annexure
9.
SUBSIDIARIES
As
of
March
31,
2026,
the
Company
has
four
(4)
wholly owned
subsidiaries
-
DF
Power
Systems
Private
Limited (an Indian Subsidiary), TD Power Systems (USA) Inc., in the
United
States
of
America,
TD
Power
Systems
Europe GmbH in Germany and TD Power Systems Jenerator Sanayi Anonim Sirketi in Turkey. All the above subsidiaries are directly owned 100% by the Company.
Furthermore, during the year, the Board of Directors reviewed
the
affairs
of
the
said
subsidiaries
every
quarter. In
accordance
with
Section
129(3)
of
the
Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statements, including all the said subsidiaries which form part of this Report. A statement containing the salient features of the financial statements of the
said subsidiaries in the prescribed format Form AOC-1 is appended
as
Annexure
1
to
the
Report.
In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated financial
statements
and
related
information
of
the
Company
and
audited accounts of each of its subsidiaries, are being made available on our website www.tdps.co.in. These documents will also be available for inspection during business hours at our registered office in Bengaluru,
India.
A review of the operations of the subsidiaries is as
follows:
INDIAN
SUBSIDIARY
No businesses were undertaken in this subsidiary during
the
fiscal
year.
The
total
revenue
of
the
Company during
fiscal
2026
is
Rs.
5.44
lakhs
as
compared
to
fiscal
2025 is Rs.
6.50 lakhs being interest on deposits with bank. After accounting for other fixed costs, the earnings
before interest, tax, depreciation & amortisation
including other income amounts to a loss of Rs. 8.75 lakhs as
compared
to
fiscal
2025
Rs.
6.23
lakhs.
The
loss
after
tax is
Rs.
8.75
lakhs
as
compared
to
Rs.
6.23
lakhs
in
the
previous year ended March 31, 2025.
US
SUBSIDIARY
The
total
revenue
of
the
Company
during
fiscal
2026
is
Rs.
19,960.78
lakhs
as
compared
to
fiscal
2025
is
Rs.
14,564.49
lakhs.
The
profit
before
tax
for
the
fiscal
2026
is
Rs.
1,704.01 lakhs as compared to Rs. 1,576.63 lakhs in fiscal 2025. The total
comprehensive
income
(after
accounting
for
foreign exchange difference on translation of foreign operations) for the fiscal 2026 is Rs.
781.44 lakhs as compared to fiscal 2025 is Rs. 1,466.39 lakhs.
The market for TDPS Generators in North America, Central America, and South America continues to
expand
at
a
historic
rate.
The
current
outlook
for
critical markets such as Oil & Gas, onshore pipelines, fracking, and
offshore
drilling/production
is
flourishing
under
the
new US Administration, which is limiting the barriers
for
new
projects.
With
the
current
world
situation
and
the
immense
pressure
being
applied
due
to
high
energy costs,
more
opportunities
will
be
available
for
us.
Power
support for new AI data facilities is driving massive demand
for
our
gas
turbine-driven
and
engine-driven generator
products.
The renewables and steam markets remain somewhat soft with few new hydro projects in North America.
There are opportunities in the geothermal energy sector,
however,
participation
by
US
office
is
limited
due
to
the
location of OEMs for geothermal turbines (Europe). Solar
and
wind
projects
are
not
accessible
to
us.
The
majority of hydro activity involves the rehabilitation of existing
facilities and equipment, although we see some potential
opportunities in this area.
Opportunities
in
the
steam
sector
are
active,
particularly
in Latin and South America for applications in sugar/ ethanol, pulp, biomass and waste heat markets.
The steam and gas markets present significant growth opportunities. In the upcoming year, growing Co-gen projects, hydrogen plants, projects related to sugar, ethanol, paper, water, and Oil sand & replacement machines present good opportunities in the Steam generator market. Efforts are underway to maximise these
opportunities
with
captive
OEMs
and
packagers.
In the gas market, we aim to increase our participation in land-based projects and offshore projects with new machines, approved products for mobile applications with existing customers, and certain new projects, including
replacements.
During the year, new customers were added & special project machines were also supplied by the Company. Efforts
are
also
being
made
to
strengthen
the
presence of our products in the market with existing customers.
Entry into the 2-pole generator market for gas and steam
turbine-driven
generators
is
also
seen
as
high
potential for volume increase. The Company is experiencing increased
activity
levels,
with
a
higher
volume
of
offers being sent out and we anticipate that order intake will grow yet again in the upcoming year.
TDPS generators have gained full acceptance among major OEMs and packagers in North America, Central America, and South America. All our current partners
in
these
regions
are
highly
satisfied
with
TDPS's
pricing, lead times and overall support.
GERMAN
SUBSIDIARY
The
total
revenue
of
the
Company
during
fiscal
2026
is
Rs. 33,690.18 lakhs as compared to fiscal 2025 is Rs. 21,623.38
lakhs.
Profit
before
tax
for
the
fiscal
2026
is
Rs.
965.77
lakhs as compared to Rs. 458.87 lakhs in fiscal 2025. The total comprehensive income (after accounting for foreign exchange difference on translation of foreign operations) for the fiscal 2026 is Rs. 704.34 lakhs as compared to fiscal 2025 is Rs. 286.54 lakhs.
The
gas
engine
market
was
the
standout
segment this year, showing strong global growth and a stable outlook ahead. The steam turbine generator market also grew significantly, supported by combined cycle, waste-to-heat, and heat recovery projects. While the hydro
turbine
generator
market
underperformed
in
the region, addition of new customers will drive growth in
the
coming
year.
Overall,
the
European
market
recorded
strong growth, with a positive outlook of around 15–20%
for the next year.
TURKEY
SUBSIDIARY
The
total
revenue
of
the
Company
during
fiscal
2026
is
Rs.
3,094.42 lakhs as compared to fiscal 2025 is Rs.
1,510.54 lakhs.
The
Profit
before
tax
for
fiscal
2026
is Rs.
28.84
lakhs as
compared
loss
of
(Rs.
25.35)
lakhs
in
fiscal
2025.
The
total comprehensive loss for the fiscal 2026 is Rs.
84.89 lakhs as compared to fiscal 2025 is Rs. 5.67 lakhs.
The Turkish market continues to face a significant downturn in local manufacturing projects, primarily due to the ongoing economic slowdown and the Government's incentive policy favouring locally manufactured
power
equipment,
including
generators. This
trend
remains
unchanged,
and
the
outlook
remains bleak.
Nevertheless,
we
will
continue
to
use
the
Turkey plant primarily for manufacturing small machines for the Turkish market. In addition, the facility serves as a backup
service
shop
to
address
our
larger
population
of machines in the European market.
INTERNAL
FINANCIAL
CONTROL
AND
ADEQUACY
The
Company
has
designed
and
implemented
a
process-
driven framework for Internal Financial Controls
("IFC")
within
the
meaning
of
the
explanation
to
Section 134(5)(e)
of
the
Act.
The
Board
is
of
the
opinion
that
the Company's IFC is commensurate with the nature and size of its business operations and operates effectively with
no
material
weakness.
The
Company
has
a
process in place to continuously monitor the IFC, identify gaps, if any, and implement new and/or improved controls wherever
the
effect
of
such
gaps
would
have
a
material effect on the Company's operations.
DIRECTORS'
RESPONSIBILITY
STATEMENT
Pursuant
to
Section
134(3)(c)
of
the
Companies
Act,
2013,
with
respect
to
the
Directors'
Responsibility
Statement, it is hereby confirmed that:
a. In the preparation of the annual accounts for the fiscal ended March 31, 2026, the applicable Indian accounting standards "(Ind As)" have been followed along with proper explanation relating to material departures;
b. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Fiscal and of the profit and loss of the Company for that period;
c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The directors have prepared the annual accounts on a going concern basis;
e. The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD
OF
DIRECTORS',
COMMITTEES
&
MEETINGS
The details of composition of the Board and its committees are disclosed in the report on Corporate Governance forming part of this Report. In compliance with
the
Act
and
SEBI
Listing
Regulations,
the
Company
has
five
(5)
Committees
of
the
Board
as
on
March
31,
2026,
i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management
Committee.
During
the
fiscal
2026,
Board
and
Committees
meetings were held as prescribed. The details of such meetings are provided in the Corporate Governance Report that forms part of this Report. As prescribed by the Act, the maximum
gap
between
any
two
meetings
of
the
Board and Audit Committee did not exceed 120 days.
Pursuant to provisions of the Act and Articles of Association of the Company, Ms. S Prabhamani (DIN: 09695003)
retires
by
rotation
at
the
ensuing
27
th
Annual General Meeting of the Company and, being eligible, offers herself for re-appointment.
KEY
MANAGERIAL
PERSONNEL
In terms of the Act, Mr. Nikhil Kumar, Managing Director, Ms. M N Varalakshmi, Chief Financial Officer and Mr. Bharat Rajwani, Company Secretary, are the Key Managerial Personnel of the Company as of March
31,
2026.
Mr.
Deepak
Kumar
Sinha
has
been
appointed
as
Chief
Executive
officer
of
the
Company
with
effect
from April 03, 2026.
RISK
MANAGEMENT
A policy on Enterprise Risk Management has been
developed and implemented by the Company to oversee
various
risks
that
the
Company
may
encounter
including
strategic, commercial, safety, operations, compliance, internal control and finance, cyber risk etc. Further details on Risk Management, indicating development, identification of elements of risk and their mitigation measures
are
provided
in
the
Management
Discussion
and Analysis Report appended as
Annexure 8
to the
Report.
The Board has constituted a Risk Management Committee, which is responsible for implementation, monitoring, evaluating the adequacy and periodically reviewing
the
Risk
Management
Policy
considering the changing industry dynamics and the requirements of the SEBI Listing Regulations. The Enterprises Risk
Management
Policy
is
made
available
on
the
Company's
website at
www.tdps.co.in
.
AUDITORS
&
REPORTS
Statutory
Auditors
M/s. Varma & Varma, Chartered Accountants, Bengaluru, were re-appointed as Statutory Auditors of
the
Company
at
the
23
rd
Annual
General
Meeting
(AGM)
held on September 27, 2022 for a period of 5 years, commencing from the conclusion of 23
rd
AGM till the conclusion of 28
th
AGM.
The Auditors' Report on the financial statements for the fiscal year 2026 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud committed against the Company by its officers or employees during the year reportable by the
Auditors
in
terms
of
Section
143(12)
of
the
Act.
Secretarial
Auditor
As required under Section 204 of the Act read with regulation 24A of SEBI Listing Regulations, based on
the
recommendation
of
the
Audit
Committee,
the
Board
of
Directors
of
the
Company
at
its
meeting
held
on
May 12, 2025, subsequently approved by the shareholders at
the
Annual
General
Meeting
held
on
August
6,
2025, the appointment of Mr. Sudhir Vishnupant Hulyalkar, Company Secretary in Practice (Membership No. 6040, Certificate of Practice No. 6137), Bengaluru, as the Secretarial
Auditor
of
the
Company
for
a
term
of
five
(5)
consecutive
financial
years,
from
Financial
Year 2025–26 to Financial Year 2029–30.
The Secretarial Auditors' Report for the fiscal 2026 does not contain any qualification, reservation or adverse remark
nor
any
instances
of
fraud
committed
against the Company by its officers or employees during the
year. The Secretarial Auditors' Report is appended as
Annexure
7
to
the
Report.
As provided in the SEBI Listing Regulations, the certificate
on
corporate
governance
and
Directors'
appointment
and
continuation
on
the
Board
of
Directors
forms part of the Corporate Governance Report. These certificates are issued by Mr. Sudhir V. Hulyalkar, a practicing Company Secretary and do not contain any qualification, reservation or adverse remarks.
Cost
Auditor,
Cost
Accounts
and
Records
In terms of Section 148 of the Companies Act 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore, were appointed
as
Cost
Auditors
of
the
Company
for
the
fiscal 2026. In terms of Section 148 of the Act, the Company has
maintained
cost
accounts
for
the
year
ended
March
31,
2026,
as
prescribed
which
are
subject
to
a
Cost
Audit.
DISCLOSURE
Extract
of
the
Annual
Return
In
accordance
with
Section
92(3)
read
with
134(3)
of
the Act,
the
Annual
Return
of
the
Company
as
of
March
31, 2026,
is
made
available
on
the
website
of
the
Company at
www.tdps.co.in
.
Conservation
of
Energy,
Research
and
Development,
Technology Absorption, Foreign Exchange Earnings
and
Outgo
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the fiscal 2026 in relation to the
Conservation
of
Energy,
Technology
Absorption
and Foreign Exchange Earnings and Outgo appended as
Annexure
3
to
the
Report.
Business Responsibility & Sustainability Report
(BRSR)
The BRSR in terms of Regulation 34(2) of SEBI Listing
Regulations
is
appended
as
Annexure
11
of
this
report.
The
said
report
has
been
prepared
in
accordance with SEBI Guidelines for Business Responsibility and Sustainability Reporting. The said report indicates the Company's
performance
against
the
nine
principles of the National Guidelines on Responsible Business
Conduct.
Particulars
of
Employees
and
Related
Disclosures
The information as required under Section 197 of the
Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in
Annexure
4
to the Board's Report.
The
particulars
of
employees
drawing
remuneration in excess of limits set out in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,
2014,
are
provided
in
Annexure 5
to
the
Board's
Report.
However,
as
per
the
provisions of
Section
136
of
the
Act,
the
Annual
Report
is
being sent to all the members of the Company, excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company, up to the date of the ensuing AGM. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office
of the Company.
CORPORATE
SOCIAL
RESPONSIBILITY
COMMITTEE
The
Corporate
Social
Responsibility
(CSR)
Committee
of the
Board
sets
the
Company's
CSR
Policy.
The
details
of composition
of
the
CSR
Committee,
terms
of
reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy)
Rules,
2014
are
as
per
Annexure
6
and
form
an
integral
part of this Report. Your Company's Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at
www.tdps.co.in
.
SECRETARIAL
STANDARD
The Company complies with the secretarial standards on meetings of the Board of Directors and General Meetings
issued
by
the
Institute
of
Company
Secretaries
of
India.
GENERAL
Your
Directors
state
as
follows:
1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future.
2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.
3. Details of shares issued during this fiscal 2026 under the TDPSL Equity Based Compensation Plan 2019 have been disclosed above and no sweat equity shares were issued.
4. There were no deposits covered under Chapter V of the Companies Act, 2013.
5. During the year, no loan has been given by the Company to the TDPSL Employee Welfare Trust for the purchase of its own shares under TDPSL Equity Based Compensation Plan 2019.
6. The Managing Director draws a part of his remuneration from TD Power Systems Europe GmbH.
7. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
8. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The details of sexual harassment complaints that were filed, disposed of, and pending during the financial year are provided in the Business Responsibility and Sustainability Report of this Annual Report.
9. The Company has been in full compliance with the Maternity Benefit Act, 1961, ensuring that all eligible women employees received the maternity benefits, leave entitlements and protections as mandated under the Act.
10. During fiscal 2026, the Company has not transferred any amount to reserve.
GREEN
INITIATIVE
As
part
of
this
initiative,
hitherto
soft
copies
of
the
Annual Report and the Notice of Annual General Meeting (AGM)
were sent to all members whose email addresses are registered with the Company/Depository Participants. Physical copies of the same were sent in the permitted mode only to members whose email addresses were
unavailable.
In accordance with Section 101 of the Companies Act,
2013,
read
with
Rule
18
of
the
Companies
(Management
and
Administration)
Rules,
2014,
the
MCA
circulars,
and Regulation 36(1)(a) the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual
Report
of
the
Company
for
fiscal
2026
including the Notice convening 27
th
Annual General Meeting,
will be sent to shareholders at their email addresses registered with the Company or Depositories or the Company's Registrar and Share Transfer Agent.
Further, as per Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a letter providing the weblink of the Annual Report for
the
fiscal
2026,
will
be
sent
to
those
shareholders
who
have not registered their email address with Company or Depositories or the Company's Registrar and Share Transfer
Agent.
The
shareholders
may
request
a
hard
copy of the full annual report by sending an email to
investor.relations@tdps.co.in.
Members whose email ID are not registered with the Company
may
write
to
investor.relations@tdps.co.in
or
rnt.helpdesk@in.mpms.mufg.com
to
obtain
a
soft
copy of the Annual Report and the Notice of AGM.
ACKNOWLEDGEMENT
Your
Directors
place
on
record
their
appreciation
of
the contribution
and
support
of
the
employees
at
all
levels. They also place on record their appreciation of the continued support and faith extended during the year by the Company's customers, suppliers, bankers and
shareholders.
|
Ahmedabad
|
For
and
on
behalf
of
the
Board
of
Directors
|
|
May
14,
2026
|
Mohib
N.
Khericha
|
|
|
Chairman
|
|