Your Directors have pleasure in presenting the 32^nd Annual Report on the business and operations together with the Audited
accounts for the financial year ended 31^st March, 2026.

The performance of the Company for the financial year ended on 31^st March, 2026 is summarised below:

Dividend

The Board of Directors had recommended Final Dividend '25%,
i.e. '0.25/- per equity share of 1/- each for the financial year
2025-26 subject to approval of shareholders at 32^nd Annual
General Meeting. (Previous year - 20% i.e. '0.20/- per equity
share).

Review of Operations and the state of Company's affairs

For the financial year ended 31^st March, 2026, your Company has
reported standalone revenue from operations of '2395.49
Crores and Net Profit of '225.43 Crores as compared to previous
financial year ended 31^st March, 2025, your Company has
reported standalone revenue from operations of '1950.14
Crores and Net Profit of187.57 Crores.

For the financial year ended 31^st March, 2026, your Company has
reported consolidated revenue from operations of '2508.80
Crores and Net Profit of '272.17 Crores as compared previous
financial year ended 31^st March, 2025, your Company has
reported consolidated revenue from operations of '2019.38
Crores and Net Profit of '216.44 Crores.

Amount Proposed to be Transferred to Reserves:

The Company has made no transfer to reserves during the
financial Year 2025-26.

Change in the Nature of Business, if any:

There is no change in the nature of business during the
financial year 2025-26.

Share Capital

The Authorised Share Capital of the company as at 31st March,
2026 stood at Rs. 50,00,00,000

The Paid up Equity Share Capital as at 31^st March, 2026 stood at
'30,01,65,834.

MVA Production

During the financial year 2025-26, your Company has
manufactured 33763.25 MVA, out of which Changodar unit
produced 7191.06 MVA, Moraiya unit produced 24205 MVA &
Odhav unit produced 677.07 MVA, against the last year's total
production of 29118 MVA.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company
pursuant to Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and prepared in
accordance with the Accounting Standards prescribed by the
Institute of Chartered Accountants of India are attached
herewith this Annual Report.

Order Book

As on 31^st March, 2026, the Company has Order Book position of '5,008 Crores. The table below indicates the division of our order book
between our business segments: ™ i_n C_rores)

Exports

During the financial year ended 31^st March, 2026, the Company
has achieved Export Sales of '33.74 Crores and export service of
'4.46 Crores.

Deposit

The Company has neither accepted nor invited any deposit
from public, falling within the ambit of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement.

Achievements

• Became the first non-PSU Indian company to enter the
HVDC transformer segment by securing an order from
POWERGRID for the repair of a 397 MVA, 400 kV converter
transformer.

• Successfully completed FAT testing and delivered a 175
MVA EAF transformer to a customer in Mexico.

• Achieved a record by delivering the highest number of 765
kV shunt reactors in a single fiscal year.

Subsidiaries and Joint Venture Company

As on 31^st March, 2026, your Company has Six (6) Subsidiaries
namely Transpares Limited (51% holding), Transweld Mechanical
Engineering Works Limited (Wholly Owned Subsidiary), TARIL
Infrastructure Limited (Wholly Owned Subsidiary), Savas
Engineering Company Private Limited (Wholly Owned
Subsidiary), TARIL Switchgear Private Limited (Wholly Owned
Subsidiary) and Triveni Transtech (India) Private Limited (formally
known as Posco-Poggenamp Electrical Steel Private Limited)
(51% holding). Further there has been no material change in the
nature of business of the subsidiaries. Shareholders interested in
obtaining a copy of the audited annual accounts of the
Subsidiary Companies may write to the Company Secretary.

In terms of proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 the salient features of the financial
statement of the subsidiaries is set out in the prescribed form
AOC-1, which forms part of this Board of Director's Report as
Annexure - 1

The Performance of Subsidiaries are as under:

Transpares Limited

Transpares Limited (Transpares) is the Subsidiary of the
Company. For the financial year ended 31^st March, 2026
achieved sales of '6034.78 Lakhs against '5036.32 Lakhs during
the previous financial year ended 31^st March, 2025. Total Profit
before tax for the financial year ended 31^st March, 2026 is
'1530.05 Lakhs as against the total profit before tax of '1116.61
Lakhs for the previous financial year ended 31^st March, 2025.

Profit after Tax (PAT) was 1143.96 Lakhs during the financial
year ended 31^st March, 2026 as against '821.65 Lakhs for the
previous financial year ended 31^st March, 2025.

Transweld Mechanical Engineering Works Limited

Transweld Mechanical Engineering Works Limited (“Transweld”)
is the wholly owned subsidiary of the Company. For the
financial year ended 31^st March, 2026 achieved sales of '5371.56
Lakhs against '2455.45 Lakhs during the previous financial year
ended 31^st March, 2025. Total Profit before tax for the financial
year ended 31^st March, 2026 is '658.32 Lakhs as against the total
profit before tax of '313.18 Lakhs for the previous financial year
ended 31^st March, 2025.

Profit after Tax (PAT) was '481.29 Lakhs during the financial
year ended 31^st March, 2026 as against '351.33 Lakhs for the
previous financial year ended 31^st March, 2025.

TARIL Infrastructure Limited

TARIL Infrastructure Limited (“TARIL Infra”) is the wholly owned
subsidiary of the Company. For the financial year ended
31^st March, 2026 achieved sales of '3106.55 Lakhs against 1959.57
Lakhs during the previous financial year ended 31^st March, 2025.
Total Profit before tax for the financial year ended 31^st March,
2026 is '752.56 Lakhs as against the total profit before tax of
'262.85 Lakhs for the previous financial year ended 31^st March,
2025.

Profit after Tax (PAT) was '554.60 Lakhs during the financial
year ended 31^st March, 2026 as against 190.54 Lakhs for the
previous financial year ended 31^st March, 2025.

Savas Engineering Company Private Limited

Savas Engineering Company Private Limited (“Savas”) is the
wholly owned subsidiary of the Company. For the financial year
ended 31^st March, 2026 achieved sales of '10781.86 Lakhs
against '7279.32 Lakhs during the previous financial year
ended 31st March, 2025. Total Profit before tax for the financial
year ended 31^st March, 2026 is '2160.56 Lakhs as against the total
profit before tax of 1514.21 Lakhs for the previous financial year
ended 31^st March, 2025.

Profit after Tax (PAT) was 1424.00 Lakhs during the financial
year ended 31^st March, 2026 as against '1202.19 Lakhs for the
previous financial year ended 31^st March, 2025.

TARIL Switchgear Private Limited

TARIL Switchgear Private Limited (“TARIL Switchgear”) is the
wholly owned subsidiary of the Company. For the financial year
ended 31^st March, 2026 achieved sales of '3049.65 Lakhs against
'2189.19 Lakhs during the previous financial year ended
31^st March, 2025. Total Profit before tax for the financial year
ended 31^st March, 2026 is '800.25 Lakhs as against the total
profit before tax of '620.76 Lakhs for the previous financial year
ended 31^st March, 2025.

Profit after Tax (PAT) was '603.68 Lakhs during the financial
year ended 31^st March, 2026 as against '539.33 Lakhs for the
previous financial year ended 31^st March, 2025.

Triveni Transtech (India) Private Limited (formally known as
Posco-Poggenamp Electrical Steel Private Limited)

Triveni Transtech (India) Private Limited (formally known as
Posco-Poggenamp Electrical Steel Private Limited) (“Triveni”) is
the Subsidiary of the Company. For the financial year ended 31^st
March, 2026 achieved sales of '3712.88 Lakhs against '3030.33
Lakhs during the previous financial year ended 31^st March, 2025.
Total Profit before tax for the financial year ended 31^st March,
2026 is '435.35 Lakhs as against the total profit before tax of
'(182.74) Lakhs for the previous financial year ended 31^st March,

2025.

Profit after Tax (PAT) was '394.83 Lakhs during the financial yea
ended 31^st March, 2026 as against '49.07 Lakhs for the previous
financial year ended 31^st March, 2025.

Directors

The Board of Directors of your Company comprises of Seven (6)
Directors of which Three (3) are Executive Directors and Three
(3) are Non-Executive and Independent Directors as on 31^st
March, 2026.

In terms of the provision of Section 149 of the Companies Act,
2013, and Regulation 17(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), a Company shall have atleast one Woman
Director on the Board of the Company. Your Company has Mrs.
Karuna J. Mamtora as Director on the Board of the Company
since its inception, and she is currently the Executive Director of
your Company. Further, Mrs. Tanvi V. Rangwala serves as an
Independent Woman Director on the Board, in compliance
with the Listing Regulations.

As per the provisions of Section 152 of the Companies Act, 2013
and Articles of Association of the Company, Mr. Satyen J.
Mamtora being longest in the office shall retire at the
ensuing Annual General Meeting and being eligible for
re-appointment, she offers himself for re-appointment.

Details of Director seeking re-appointment as required under
the listing regulation are provided in the Notice forming part of
this Annual Report. Their re-appointment are appropriate and
in the best interest of the compa ny.

The Shareholders of the Company has passed Special
Resolution through Postal Ballot dated Friday, 22^nd day of May,

2026. The Board of Directors and Nomination and
Remuneration Committee (“NRC”), have recommended the
reappointment of Rajendra S. Shah (DIN: 00061922) as an
Independent Director of the company for the second term of
five consecutive years, commencing from 25^th May, 2026 to 24^th
M ay, 2031, not liable to retire by rotation.

In the 31^st Annual General meeting held on 13^th May, 2025, the
Company has taken approval from the its members for
re-appointment of Mr. Jitendra U. Mamtora as Chairman and
Whole-time Director of the Company, w.e.f. 1^st January, 2026
and Mrs. Karuna J. Mamtora as Executive Director of the
company, w.e.f. 1^st April, 2026.

Mr. Satyen J. Mamtora was re-appointed as a Managing
Director of the Company w.e.f. 01^st April, 2025 as approved by the
members by way of Special resolution at the 30^th Annual
General meeting held on 13^th May, 2024.

During the year under review, the Board of Directors, based on
the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Ajay S. Patil (DIN: 01217000) as an
Additional Director (Independent) of the Company with effect
from 08^th November, 2025, in accordance with the provisions of
Section 161 of the Companies Act, 2013 and the Articles of
Association of the Company to hold office till the conclusion of
next General Meeting.

Mr. Ajay S. Patil (DIN: 01217000), who was appointed as an
Additional Director of the Company with effect from 08^th
November, 2025 tendered resignation due to his existing
personal and professional commitments from the Board with
effect from the close of business hours of 12^th November, 2025.

All Independent Directors have given declarations that they
meet the criteria of Independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The terms and conditions of the
Independent Directors are incorporated on the website of the
Company www.transformerindia.com

To familiarize the Independent Directors with the strategy,
operations and functions of our Company, the Executive
Directors / Senior Managerial Personnel make presentations to
the Independent Directors about the Company's strategy,
business model, operations, service and product offerings,
markets, organization structure, finance, human resources,
technology, quality, facilities and risk management. Further,
the Company has devised a Familiarization Program for
Independent Director and same been placed on the web site of
the Company at the Link: https://webcms.transformerindia.com
/uploads/Familiarization_policy_of_Independent_Directors_26
ae1e9442.pdf

None of the Directors of the Company is disqualified for being
appointed as Director as specified in Section 164 (2) of the
Companies Act, 2013.

Appointments and Resignations of the Key Managerial
Personnel

• Resignation of Chief Financial Officer

Mr. Chanchal S S Rajora, Chief Financial Officer & Advisor to the
Board has resigned from the position of Chief Financial Officer
and Key Managerial Personnel of the company w.e.f 05^th March,
2026, as strategic restructuring he continues to serve the
company as Director of finance and shall remain designated as
Senior Mangement Personnel.

The Board places on record its appreciation for his valuable
contribution during his tenure.

• Appointment of new Chief Financial Officer

During the financial year 2025-26, based on the recommendation
of the Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Mehul Shah as the Chief Financial
Officer (CFO) and Key Managerial Personnel (KMP) of the

Company, effective from 05^th March, 2026, following the
resignation of the previous CFO.

Brief Profile of the CFO: Mr. Shah is a Chartered Accountant
and a seasoned finance professional with over 26 years of
experience in Strategic Accounting, Financial Operations, Fund
Management, Budgeting, Compliance, Taxation, and
Corporate Governance. He has worked with reputed
organisations such as Nirma Limited, Adani Enterprises
Limited, Reliance Logistics Private Limited, Arvind Smart
Spaces Limited, Gujarat Ambuja Exports Limited, and Asian
Granito India Limited, managing key finance and business
responsibilities.

• Resignation of Chief Executive Officer

Mr. Mukul Srivastava, Chief Executive Officer has resigned from
the position of Chief Executive Officer and Key Managerial
Personnel of the company w.e.f 07^th January, 2026, The Board
places on record its appreciation for his valuable contribution
during his tenure.

Mr. Satyen J. Mamtora, Managing Director, was appointed as
the Managing Director and CEO w.e.f. 8^th January, 2026.

Mr. Jitendra U. Mamtora (DIN: 00139911), Chairman and Whole
Time Director of the Company was re-appointed w.e.f 01^st
January, 2026 as approved by the members by way of Special
resolution at the 31st Annual General meeting held on 13^th May,

2025.

Mrs. Karuna J. Mamtora (DIN: 00253549), Executive Director of
the company was re-appointed w.e.f 01^st April, 2026 as approved
by the members by way of Special resolution at the 31^st Annual
General meeting held on 13^th May, 2025.

Mr. Rajendra S. Shah (DIN: 00061922), Independent Director, his
term of 5 consecutive year to hold the office expires on 24^th May,

2026, the Shareholders based on the interest of the Company
and on the recommendation of the Board and Nomination and
Remuneration Committee has approved his reappointment on
Friday, 22^nd day of May, 2026 for a second term of five years
commencing from date 25^th May, 2026 to 24^th May, 2031 through
a Postal Ballot (Special Resolution) pursuant to Section 110 of
the Companies Act, 2013, and Regulation 17 (1A), (1C) and 25 of
the SEBI (LODR) Regulation, 2015.

The Members are informed that there were no further changes
in Key Managerial Personnel other than those mentioned
above.

Mr. Jitendra U. Mamtora, Chairman and Whole-time Director,
Mr. Satyen J. Mamtora, Managing Director & CEO, Mrs. Karuna J.
Mamtora, Executive Director, Mr. Mehul Shah, Chief Financial
Officer of the Company and Mr. Rakesh Kiri, Company
Secretary of the Company are the Key Managerial Personnel as
per the provisions of the Companies Act, 2013 as on 31^st March,
2026.

Number of the Meetings of the Board of Directors

Regular Board Meetings are held once in a quarter, inter-alia, to
review the quarterly results of the Company.

During the financial year 2025-26, the Board of Directors met
Six (6) times i.e. 08^th April, 2025, 08^th July, 2025, 01^st August, 2025,
08^th November, 2025, 08^th January, 2026 and 05^th March, 2026.
Detailed information on the Board Meetings is included in the
Corporate Governance Report, which forms part of this Annual
Report.

The details of number of meetings of Committees held during
the financial year 2025-26 forms part of Corporate Governance
Report.

Committees of the Board of Directors

Your Company has several Committees which have been
established as part of the best Corporate Governance practices
and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.

The Company has following Committees:

• Audit Committee

• Stakeholder's Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

• Sustainability Committee

• Allotment Committee

• Share Transfer Committee

The details with respect to the compositions, powers, terms of
reference and other information of the relevant committees of
the Board of Directors are given in details in the Corporate
Governance Report which forms part of this Annual Report.

Corporate Social Responsibility Committee

In Compliance with Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has established Corporate Social
Responsibility (CSR) Committee and statutory disclosures with
respect to CSR Committee and an Annual Report on CSR
Activities forms part of this Board of Director's Report as
Annexure-2.

Board Diversity

Your Company has over the years been fortunate to have
eminent persons from diverse fields as Directors on its Board.
The Nomination and Remuneration Committee has formalized
a policy on Board Diversity to ensure diversity of experience,
knowledge, perspective, background, gender, age and culture.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
structured questionnaire was prepared after taking into
consideration of the various aspects of the Board's functioning,
Composition of the Board and Committees, culture, execution
and performance of specific duties, obligation and governance.
The performance evaluation of the Independent Directors was
completed.

During the financial year under review, the Independent
Directors met on 08^th January, 2026, inter alia, to discuss:

• Performance evaluation of Non-Independent Directors
and Board of Directors as a whole;

• Performance evaluation of the Chairman of the Company;

• Evaluation of the quality of flow of information between
the Management and Board for effective performance by
the Board.

The Board of Directors expressed their satisfaction with the
evaluation process.

Policy on Director's Appointment and Remuneration

The Company has a Nomination and Remuneration
Committee. The Committee reviews and recommend to the

Board of Directors about remuneration for Directors and Key
Managerial Personnel and other employee up to one level
below of Key Managerial Personnel. The Company does not pay
any remuneration to the Non-Executive Directors of the
Company other than sitting fee for attending the Meetings of
the Board of Directors and Committees of the Board.
Remuneration to Executive Directors is governed under the
relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration
Policy for the appointment, re-appointment and remuneration
of Directors, Key Managerial Personnel and Senior
Management Personnel. All the appointment, re-appointment
and remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel are as per the Nomination and
Remuneration Policy of the company.

Vigil Mechanism

The Company has established a vigil mechanism and
accordingly framed a Whistle Blower Policy. The policy enables
the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of
Company's Code of Conduct. Further the mechanism adopted
by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe
guards against victimization of Whistle Blower who avails of
such mechanism and also provides for direct access to the
Chairman of the Audit Committee, in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit
Committee from time to time. None of the Whistle blowers has
been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the
website of the Company www.transformerindia.com.

Risk Management Policy

The Company acknowledges the inherent risks associated with
its operations and consistently undertakes thorough analyses
to identify, manage, and mitigate these risks.

To effectively address these challenges, the Company has
established a comprehensive Risk Management Policy, which
is periodically reviewed and updated to ensure the continued
smooth operation and robust management controls. The Risk
Management Committee regularly evaluates the adequacy of
this policy, focusing on the key risks faced by the business and
assessing the effectiveness of the measures in place to mitigate
these risks.

Prevention of Sexual Harassment of Women at Workplace

The Company has always believed in providing a safe and
harassment free workplace for every individual working in its
premises through various interventions and practices. The
Company always endeavors to create and provide an
environment that is free from discrimination and harassment
including sexual harassment.

In accordance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (“POSH Act”) and the Rules made thereunder, the
Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of
women at workplace. The Company has constituted Internal
Complaints Committee(s) (ICCs) to redress and resolve any
complaints arising under the POSH Act.

Directors' Responsibility Statement

As stipulated in Section 134(3)© read with sub section 5 of the
Companies Act, 2013, Directors subscribe to the “Directors'
Responsibility Statement”, and confirm that:

a) In preparation of annual accounts for the year ended 31st
March, 2026, the applicable accounting standards have
been followed and that no material departures have been
made from the same;

b) The Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit or loss of the
Company for that year;

c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the
year ended 31st March, 2026 on going concern basis.

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

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

Insurance

The assets of our company are comprehensively insured to
mitigate potential risks arising from a wide range of perils.

Corporate Governance

The Company endeavors to maximize the wealth of the
Shareholders by managing the affairs of the Company with
pre-eminent level of accountability, transparency and integrity.

A separate section on Corporate Governance standards
followed by your Company, as stipulated under Regulation 27
and 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed to this Report.

A Certificate from Mr. Tapan Shah, Practicing Company
Secretary, conforming compliance to the conditions of
Corporate Governance as stipulated under Regulation 27 and
34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to this Report.

Secretarial Standards

Secretarial Standards for the Board of Directors and General
Meetings (SS-1 & SS-2) are applicable to the Company. The
Company has complied with the provisions of both Secretarial
Standards.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
financial year under review as stipulated under Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in the separate section forming
part of this Annual Report.

Material Changes and Commitment affecting Financial
Position of the Company

There are no material changes and commitments, affecting
the financial position of the Company which has occurred
between the end of financial year as on 31^st March, 2026 and the
date of Director's Report i.e. 21^st April, 2026.

Register office of the company

The registered address of the company is as follows:

Survey No. 427 P/3-4, & 431 P/1-2, Sarkhej-Bavla Highway, Village:
Moraiya, Taluka: Sanand, Dist. Ahmedabad-382213, Gujarat,
India.

The members are informed that their was no change in the
registered address of the company during the financial year
2025-26.

Particular of Employees

The information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be
provided upon request. In term of Section 136 of the Companies
Act, 2013, the Report is being sent to all shareholders and others
entitled thereto, excluding the aforesaid information and the
said particulars are available for inspection by the Members at
the Registered Office of the Company during the business
hours on working days of the Company. The members
interested in obtaining such particulars may write to the
Company Sec reta ry.

The ratio of remuneration of each Director to the median
employee's remuneration and other details in terms of sub¬
section 12 of Section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are forming part of this
Board of Director's Report as Annexure-3.

Employees' Stock Option Scheme

The NRC Committee, through the TRIL ESOP Plan 2024,
granted ESOPs to 89 employees of the Company as of 1 August
2025. The TRIL ESOP Plan 2024 is in line with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB Regulations). The details required to be disclosed under
the SBEB Regulations are available on the Company's website
and can be accessed at: https://webcms.transformerindia.com/
uploads/Disclosure_with_respect_to_ESOP_31_03_2026_c6360
b7592.pdf

Annual Return

Draft of Annual Return as on 31^st March, 2026 in Form
MGT-7 is available on the website of the Company
www.transformerindia.com

Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

Information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo,
required under Section 134 (3) (m) of the Companies Act, 2013
forms part of this Board of Director's Report as Annexure-4.

Contracts or Arrangements with Related Parties

All the related party transactions that were entered during the
financial year were in the Ordinary course of business of the
Company and were on arm's length basis. There were no
materially significant related party transactions entered by the
Company with its Promoters, Directors, Key Managerial
Personnel or other persons which may have potential conflict
with the interest of the Company.

All Related Party transactions are placed before the Audit
Committee for approval, wherever applicable. Prior omnibus
approval for normal business transactions is also obtained from
the Audit Committee for the related party transactions which
are of repetitive nature and accordingly the required
disclosures are made to the Committee on quarterly basis in
terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the
Board of Directors is uploaded on the website of the Company
www.transformerindia.com

The particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act, 2013,
as prescribed in Form AOC-2, which forms part of this Board of
Director's Report as Annexure-5.

Business Responsibility and Sustainability Report

In Compliance with Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company
is required to prepare a Business Responsibility and
Sustainability Report on the environmental, social and
governance disclosures.

The Business Responsibility and Sustainability Report along
with BRSR Assurance Report of the Company for the financial
year ended 31^st March, 2026, is presented in the separate section
forming part of this Annual Report.

Internal financial control systems and their adequacy

Your Company has laid down the set of standards, processes
and structure which enables to implement internal financial
control across the Organization and ensure that the same are
adequate and operating effectively. To maintain the objectivity
and independence of Internal Audit, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its
compliance with the operating systems, accounting
procedures and policies of the Company. Based on the report of
Internal Auditor, the process owners undertake the corrective
action in their respective areas and thereby strengthen the
Control. Significant audit observation and corrective actions
thereon are presented to the Audit Committee of the Board.

Reporting of frauds by Statutory Auditors under Section
143(12)

There were no incidences of reporting of frauds by Statutory
Auditors of the Company u/s 143(12) of the Act read with
Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed by the
Regulators, Courts and T ribunals

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern
status and Company's operations in future.

Disclosure of proceedings pending or application made
under Insolvency and Bankruptcy Code, 2016

No application was filed for corporate insolvency resolution
process, by a financial or operational creditor or by the
Company itself under the IBC before the NCLT.

Disclosure of reason for difference between valuation done
at the time of taking loan from Bank and at the time of one¬
time settlement

There were no instances of one-time settlement with any Bank
of Financial Institution.

Statutory Auditors

The Statutory Auditors, M/s Manubhai & Shah LLP (Firm
Registration No. 106041W), Chartered Accountants has been

appointed to hold the office from the conclusion of 28^th Annual
General Meeting till the conclusion of 33^rd Annual General
Meeting of the Company. The Company has received the
consent from the Auditors and confirmation to the effect that
they are not disqualified to be appointed as the Auditors of the
Company in the terms of the provisions of the Companies Act,
2013 and the Rules made thereunder.

Statutory Auditor's Report

The Statutory Auditors' Report on the accounts of the
Company for the accounting year ended 31st March, 2026 is
self-explanatory and do not call for further explanations or
comments that may be treated as adequate compliance of
Section 134 of the Companies Act, 2013.

There is no qualification, reservation or adverse remark made
by the Statutory Au ditors in their report for FY 2025-26.

Internal Auditor

M/s Ernst & Young LLP, Chartered Accountants, Ahmedabad
has been appointed as Internal Auditors of the Company for
financial year 2025-26. Internal Auditors are appointed by the
Board of Directors of the Company on a yearly basis, based on
the recommendation of the Audit Committee. The Internal
Auditor reports their findings on the Internal Audit of the
Company, to the Audit Committee on a quarterly basis. The
scope of internal audit is approved by the Audit Committee.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company had
appointed M/s Shah & Shah Associates, Company Secretaries,
Secretarial Auditors to undertake the Secretarial Audit of the
Company from the financial year 2025-26. The Report of the
Secretarial Audit Report for the financial year 2025-26 is
annexed to this Board of Director's Report as Annexure-6.

M/s Shah & Shah Associates, Company Secretaries, Secretarial
Auditors (UID:P2000GJ013500), has been appointed on the
basis of recommendation of Board of Directors as the
Secretarial Auditors of the Company from the conclusion of this
31st Annual General Meeting till the conclusion of 36th Annual
General Meeting of the Company pursuant to the provisions of
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the
Companies Act, 2013 and rules made thereunder, after
approval.

Cost Auditor

As per Section 148 read with Companies (Audit and Auditors)
Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013, the Board of Directors of your Company
had appointed M/s Ankit Kushal & Associates, Cost Accountants
as the Cost Auditor of the Company for the financial year 2025¬
26 on the recommendations made by the Audit Committee.

The Cost Audit report for the financial year ended 31^st March,
2026 has been filed within the due date. The due date for
submission of the Cost Audit Report for the financial year 2025¬
26 is within 180 days from 31^st March, 2026.

M/s Ankit Kushal & Associates, Cost Accountants, Cost Auditors
(FRN: 004655), pursuant to Section 148 read with Companies
(Audit and Auditors) Rules, 2014 and other applicable provisions
of the Companies Act, 2013, if any, has been appointed as the
Cost Auditors of the Company for the financial year 2026-27 at
the Board Meeting of the Company held on 21^st April, 2026 on
the recommendations made by the Audit Committee. The
Company has received the consent from the Cost Auditors and

confirmation to the effect that they are not disqualified to be
appointed as the Cost Auditors of the Company in the terms of
the provisions of the Companies Act, 2013 and the rules made
thereunder.

Cost Records

As per the requirements of Section 148 of the Companies Act
read with the Companies (Cost Records and Audit) Rules, 2014,
the Company is required to maintain cost records. Accordingly,
the Cost records are maintained by the Company.

Statement on Compliance with Maternity Benefit Provisions

The Company declares that it has duly complied with the
provisions of the Maternity Benefit Act, 1961. All eligible women
employees have been extended the statutory benefits
prescribed under the Act. The Company remains committed to
fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in
accordance with applicable laws.

Appointment of Designated Person (Management and
Administration) Rules 2014 - Rule 9 of the Companies
Act 2013

In accordance with Rule 9 of the Appointment of Designated
Person (Management and Administration) Rules 2014, it is
essential for the company to designate a responsible individual
person responsible for furnishing information to the Registrar
(RoC) regarding beneficial interest in shares.

The company has proposed and appointed a designated
person in a Board Meeting.

General

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the financial year under review:

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

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

Acknowledgment

Your Directors express their sincere gratitude for the valuable
support and cooperation extended by financial institutions,
banking partners, government authorities, customers,
vendors, and members throughout the year under review.

Your Directors also place on record their profound appreciation
for the dedication, commitment, and contributions of the
Company's executives, staff, and workforce.

By Order of the Board of Directors

Place: Ahmedabad Jitendra U. Mamtora

Date: 21^st April, 2026 Chairman and

Whole-time Director
(DIN: 00139911)