Your Directors present the Twenty-Sixth Annual Report (Report) together with the Audited Financial Statements of TD
Power System Limited (“the company / “TDPS”) for the fiscal 2025 (April 01 2024 to March 31 2025).

FINANCIAL RESULTS

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
'28,111.05 lakhs, or 27.91%, to '128,849.06 lakhs in Fiscal
2025 from '100,738.01 lakhs in Fiscal 2024. Earnings
Before interest, tax, depreciation and amortisation
including other income and exceptional item (EBITDA)
increased by '4,392.75 lakhs or 23.47% to '23,107.13
lakhs in fiscal 2025 as compared to '18,714.38 lakhs in
fiscal 2024. Profit before tax including exceptional item
increased by '4,264.25 lakhs, or 25.61%, to '20,916.22
lakhs in fiscal 2025 from '16,651.97 in fiscal 2024.
Profit after tax including exceptional item increased
by '2,953.18 lakhs to '15,371 lakhs in Fiscal 2025 from
'12,417.82 lakhs in fiscal 2024. Total comprehensive
income increased by '3,069.91 lakhs or 25.11% to
'15,295.65 lakhs in fiscal 2025 as compared to '12,225.74
lakhs in fiscal 2024. Exceptional items represent
provision for diminution in the value of investment of
'300 lakhs being 50% of the carying investment value in
its whole owned subsidiary DF Power Systems Private
Limited.

The net worth of the Company in fiscal 2025 stands at
'83,588.56 lakhs (including Capital redemption reserve)
as compared to '70,111.64 lakhs in fiscal 2024.

On a consolidated basis, the total income increased by
'28,568.52 lakhs, or 28.10%, to '1,30,241.12 lakhs in
Fiscal 2025 as compared to '1,01,672.60 lakhs in Fiscal
2024. Earnings Before interest, tax, depreciation and
amortisation including other income & exceptional
item (EBITDA) increased by '7,081.01 lakhs or 38.5% to

'25,441.04 lakhs in fiscal 2025 as compared to
'18,360.03 lakhs in fiscal 2024. The Profit before tax
including exceptional item increased by '6,945.15 lakhs,
or 42.82%, to '23,165.35 lakhs in Fiscal 2025 as compared
to '16,220.20 lakhs in Fiscal 2024. The Profit after tax
including exceptional item increased by '5,622.59
lakhs, to '17,457.51 lakhs in Fiscal 2025 as compared to
'11,834.92 lakhs in Fiscal 2024. Total comprehensive
income increased by '5,771.08 lakhs or 49.90% to
'17,335.82 lakhs in fiscal 2025 compared to '11,564.74
lakhs in fiscal 2024.

The standalone and consolidated financial statements
for the fiscal ended March 31, 2025 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 2025, the Company paid a final dividend
of '0.60/- (Sixty paise) per equity share with a face value
of '2/- each for the fiscal 2024, following shareholders'
approval. Additionally, the Board of Directors declared
an interim dividend of '0.60/- (Sixty paise) per equity
share having a face value of '2/- each for the fiscal 2025
during their meeting held on October 29, 2024. The
total cash outflow during this fiscal 2025 amounted to
'1,874.20 lakhs, comprising payments for both the final
dividend for fiscal 2024 and interim dividend for fiscal
2025.

The Board of Directors of your Company has
recommended a final dividend of '0.65/- (Sixty-five
paise) per equity share (face value of '2/- each) for fiscal
2025, entailing a cash outflow approx. '1,015.19 lakhs.
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

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
2025.

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

2016-17 Final '1.80 27^th September 2017 18^th November 2024 '29,462.20/-

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:

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, 2025 was '31,23,67,224 (comprising 15,61,83,612
Equity Shares with a face value of '2/- each) as compared
to '31,23,40,202 (comprising 15,61,70,101 Equity Shares
with a face value of '2/- each) as on March 31, 2024.
During the fiscal 2025 under the TDPSL Equity Based
Compensation Plan 2019:

14,075 ESARs (2,185 ESARs of face value 10/-) were
exercised by the grantees, resulting in the issuance and
allotment of 13,511 equity shares with a face value of '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.

Transactions entered into with related parties during
the fiscal year 2025 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, 2025, 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 above subsidiaries
are directly owned 100% by the Company.

Furthermore, during the year, the Board of Directors
reviewed the affairs ofthe 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 2025 is '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 '6.23 lakhs.
The loss after tax is '6.23 lakhs as compared to '5.59
lakhs in the previous year ended March 31, 2024. The
net worth of the Company as of March 31, 2025 continues
to be positive.

US SUBSIDIARY

The total income of the Company during fiscal 2025 is
'14,564.49 lakhs as compared to '3,823.25 lakhs in Fiscal
2024. The profit after tax for the year is '1,519.84 lakhs
in fiscal 2025 as compared to '168.28 lakhs in fiscal 2024.
The total comprehensive income (after accounting for
foreign exchange difference on translation of foreign
operations) for the fiscal 2025 is '1,466.39 lakhs as
compared '135.74 lakhs in fiscal 2024. During fiscal 2025
the Company has repaid the entire outstanding loan of
$4,25,000 to the Holding Company.

The market for TDPS Generators in North America,
Central America, and South America continues to
expand greatly. The current outlook for critical markets
such as Oil & Gas, onshore pipelines, fracking, and
offshore drilling/production are improving 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 ever
expanding demand for our gas turbine 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 with new machines, approved
products for mobile applications with existing customers,
and certain new projects, including replacements.
During the year, new customers were added & special
project machines were also supplied by the Company.
Efforts are also being made to strengthen the presence
of our products in the market with existing customers.

The Company is experiencing increased activity levels,
with a higher volume of offers being sent out and we
anticipate that order intake will grow in the 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 income of the Company during fiscal 2025 is
'21,623.38 lakhs as compared to '11,664.29 lakhs in fiscal
2024. Profit before tax is '458.87 lakhs in fiscal 2025
as compared to '308.44 lakhs in fiscal 2024. The total
comprehensive income (after accounting for foreign
exchange difference on translation of foreign operations)
for the fiscal 2025 is '286.54 lakhs as compared to '135.17
lakhs in fiscal 2024.

The gas engine market has been the major highlight
of the year, showing remarkable growth globally and
is expected to remain stable in the coming year. The
steam turbine generator market also saw significant
growth, driven primarily by the combined cycle, waste-
to-heat and heat recovery sectors. The hydro turbine
generator market remained stable throughout the year
and is expected to continue at a similar pace next year.
We have added new customers to our portfolio, creating
strong potential for future business in both the generator
and motor sectors. Overall, the European market grew
significantly this year and the trend is expected to
continue with a positive growth rate of around 20% in
the coming year.

TURKEY SUBSIDIARY

The total income of the Company during fiscal 2025
is '1,510.54 lakhs as compared to '593.98 lakhs in
fiscal 2024. The loss before tax in fiscal 2025 is '25.35
lakhs as compared to '355.97 lakhs in fiscal 2024. The
total comprehensive loss (after accounting for foreign
exchange difference on translation of foreign operations)
for the fiscal 2025 is '5.67 lakhs as compared to '383.85
lakhs in fiscal 2024.

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.

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, 2025, 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 judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Fiscal and of the
profit and loss of the Company for that period;

c. The directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

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

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

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

BOARD OF DIRECTORS', COMMITTEES & MEETINGS

The details of composition of the Board and its
committees are disclosed in the report on Corporate
Governance forming part of this Report. In compliance

with the Act and SEBI Listing Regulations, the Company
has five (5) Committees of the Board as on March 31, 2025

i.e. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee.

During the fiscal 2025, 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
did not exceed 120 days.

Pursuant to provisions of the Act and Articles of
Association of the Company, Mr. Mohib N Khericha (DIN:
00010365) retires by rotation at the ensuing 26^th Annual
General Meeting of the Company and being eligible,
offers himself for re-appointment.

During the fiscal 2025, Mr. Rahul Matthan, (DIN:
01573723) and Mr. Karl Olof Alexander Olsson (DIN:
10433826) were appointed as Independent Directors of
the Company for a term of 5 years, with effect from April
01, 2024 until March 31, 2029.

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, 2025.

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 2025 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 and rules
made thereunder, the Board appointed Mr. Sudhir V
Hulyalkar, Practicing Company Secretary, Bangalore, as
the Secretarial Auditor for the fiscal 2025.

The Secretarial Auditors' Report for the fiscal 2025 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
2025. In terms of Section 148 of the Act, the Company
has maintained cost accounts for the year ended March
31, 2025, 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,

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 2025 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 2025 under
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. During fiscal 2025, the Company has not transferred
any amount to reserve.

GREEN INITIATIVE

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

Further MCA General Circular No.09/2024 dated
September 19, 2024, SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024
exempts companies from the provision of dispatching
hard copies of the Annual Report for this fiscal 2025.
Accordingly, soft copies of the Annual Report 2025 and
the Notice of the General Meeting will be emailed to
shareholders. However, the hard copy of the full annual
report will be sent to those shareholders who request the
same. Members whose email ID is not registered with
the Company may write to investor.relations@tdps.
co.in or rnt.helpdesk@in.mpms.mufg.com for obtaining
the soft copy of the Annual Report and Notice of AGM.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Ahmedabad Mohib N. Khericha

May 12, 2025 Chairman