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TD POWER SYSTEMS LTD.

28 July 2026 | 03:57

Industry >> Engineering - Heavy

Select Another Company

ISIN No INE419M01027 BSE Code / NSE Code 533553 / TDPOWERSYS Book Value (Rs.) 68.60 Face Value 2.00
Bookclosure 05/08/2026 52Week High 1380 EPS 15.28 P/E 72.94
Market Cap. 17416.35 Cr. 52Week Low 453 P/BV / Div Yield (%) 16.25 / 0.19 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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 „ . , , , .

(' 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
' 44,818.23 lakhs, or 34.78 %, to ' 1,73,667.29 lakhs in
Fiscal 2026 from ' 1,28,849.06 lakhs in Fiscal
2025. Earnings Before interest, tax, depreciation
and amortisation including other income and
exceptional item (EBITDA) increased by ' 8,704.34
lakhs or 37.67% to ' 31,811.47 lakhs in fiscal 2026 as
compared to ' 23,107.13 lakhs in fiscal 2025. Profit
before tax including exceptional item increased by
' 8,491.35 lakhs, or 40.60%, to ' 29,407.57 lakhs in
fiscal 2026 from ' 20,916.22 in fiscal 2025. Profit
after tax including exceptional item increased by '
6,273.35 lakhs to ' 21,644.35 lakhs in Fiscal 2026 from
' 15,371.00 lakhs in fiscal 2025. Total comprehensive
income increased by ' 6,456.15 lakhs or 42.21% to
' 21,751.80 lakhs in fiscal 2026 as compared to ' 15,295.65
lakhs in fiscal 2025. Exceptional items represents
provision for diminution in the value of investment of
' 300.00 lakhs in Fiscal 2026 as compared to ' 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
' 1,02,882.07 lakhs (including Capital redemption
reserve) as compared to ' 83,588.56 lakhs in fiscal 2025.
On consolidated basis, the total income increased by
' 57,512.08 lakhs, or 44.16%, to ' 1,87,753.20 lakhs

in Fiscal 2026 as compared to ' 1,30,241.12 lakhs in
Fiscal 2025. Earnings Before interest, tax, depreciation
and amortisation including other income & exceptional
item (EBITDA) increased by ' 9,660.34 lakhs or 37.97% to
' 35,101.38 lakhs in fiscal 2026 as compared to ' 25,441.04
lakhs in fiscal 2025. The Profit before tax increased by
' 9,446.36 lakhs, or 40.78%, to ' 32,611.71 lakhs in Fiscal
2026 as compared to ' 23,165.35 lakhs in Fiscal 2025. The
Profit after tax including exceptional item increased
by ' 6,419.98 lakhs, to ' 23,877.49 lakhs in Fiscal 2025
as compared to ' 17,457.51 lakhs in Fiscal 2025. Total
comprehensive income increased by ' 6,268.46 lakhs or
36.16 % to ' 23,604.28 lakhs in fiscal 2026 compared to
' 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 ' 0.65/- (Sixty-Five paise) per equity share
with a face value of ' 2/- each for the fiscal 2025,
following shareholders' approval. Additionally, the
Board of Directors declared an interim dividend of

' 1/- (One Rupee) per equity share having a face value of ' 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
' 1.10/- (One Rupee
& Ten paise) per equity share (face value of
' 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 ofthe 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

Date of

Date of Transfer to

Amount

dividend

per share

Declaration

IEPF

2017-18

Final

' 1.80

26-09-2018

14-11-2025

' 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
' 31,24,29,660 (comprising 15,62,14,830
Equity Shares with a face value of
' 2/- each) as compared
to
' 31,23,67,224 (comprising 15,61,83,612 Equity Shares
with a face value of
' 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
' 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
' 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 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 2026 is ' 5.44 lakhs as compared to 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
' 8.75 lakhs
as compared to fiscal 2025
'6.23 lakhs. The loss after tax
is
' 8.75 lakhs as compared to ' 6.23 lakhs in the previous
year ended March 31, 2025.

US SUBSIDIARY

The total revenue of the Company during fiscal 2026 is
' 19,960.78 lakhs as compared to fiscal 2025 is ' 14,564.49
lakhs. The profit before tax for the fiscal 2026 is
' 1,704.01
lakhs as compared to
' 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
' 781.44 lakhs as compared to fiscal
2025 is
' 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
' 33,690.18 lakhs as compared to fiscal 2025 is ' 21,623.38
lakhs. Profit before tax for the fiscal 2026 is
' 965.77 lakhs
as compared to
' 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
' 704.34 lakhs as compared to fiscal
2025 is
' 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
' 3,094.42 lakhs as compared to fiscal 2025 is ' 1,510.54
lakhs. The Profit before tax for fiscal 2026 is
' 28.84 lakhs
as compared loss of
(' 25.35) lakhs in fiscal 2025. The total
comprehensive loss for the fiscal 2026 is
' 84.89 lakhs as
compared to fiscal 2025 is
' 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 27th 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 23rd Annual General Meeting (AGM)
held on September 27, 2022 for a period of 5 years,
commencing from the conclusion of 23rd AGM till the
conclusion of 28th 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.

DISCLOSUREExtract 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 27th 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.

For and on behalf of the Board of Directors

Ahmedabad Mohib N. Khericha

May 14, 2026 Chairman