Indo Tech Transformers Ltd Directors Report

Your Directors are pleased to present the Companys 31^st Annual Report together with the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL RESULTS

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

(Rupees in lakhs)

PARTICULARS	Current Year 2022-2023	Previous Year 2021-2022
Revenue from Operations	37,090.49	28,006.73
Other Income	266.44	168.51
Total Income	37,356.93	28,175.24
Earnings before Interest, Tax, Depreciation & Amortization	3,324.10	1,857.56
Less: Interest, Depreciation & Amortization Expenses	753.92	609.97
Earnings Before Tax	2,570.18	1,247.59
Less: Tax Expenses	0.00	28.64
Earnings After Tax	2,570.18	1,218.95
Other Comprehensive Income/ (Expense)	7.99	(29.68)
Total Comprehensive Income	2,578.17	1,189.27

Financial results for the financial year ended March 31,2023, are prepared in compliance with the Indian Accounting Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.

PERFORMANCE REVIEW

Your Company has reported annual revenue from operations for FY 2022-23 INR 37,090.49 Lakhs which is 32% increase from previous year revenue of INR 28,006.73 Lakhs. The EBITDA for the FY 2022-23 stood at INR 3,324.10 Lakhs reporting a growth of 79% as compared to the EBITDA of INR 1,857.56 for the FY 2021-22. The Profit After Tax (PAT) for the FY 2022-23 stood at INR 2,570.18 Lakhs reporting a growth of 111% as compared to the PAT of INR 1,218.95 Lakhs for the FY 2021-22.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of seven experienced directors from diverse areas, which enables the Board to provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, Mr. Sudheer Vennam (DIN: 09656671) was inducted as Additional Director of the Company with effect from August 12, 2022.

The Board of Directors of the Company as on date of this report is as follows:

Mr. Visweswara Reddy	- Chairman & Non-Executive Director
Mr. Shridhar Gokhale	- Whole-Time Director
Mr. Sharat Chandra Kolla	- Non-Executive Director
Mr. Ajay Kumar Dhagat	- Independent Director
Dr. Sutanu Behuria	- Independent Director
Ms. Leena M Sathyanarayanan	- Independent Director
Mr. Sudheer Vennam	- Non-Executive Director

During the year, Mr. Sathyamoorthy A, resigned as Company Secretary with effect from April 30, 2022, and Mr. Manikandan M was appointed as Company Secretary of the company with effect from May 27, 2022.

The Key Managerial Personnel of the Company as on date of this report is as follows:

Mr. Shridhar Gokhale	- Whole-Time Director
Mr. SaiKrishnan C. P.	- Chief Financial Officer
Mr. Manikandan M	- Company Secretary

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Seven (7) times during the financial year. The said meetings were held on May 1 1, 2022; May 27, 2022; June 14, 2022, August 12, 2022; November 10, 2022; February 02, 2023, and March 07, 2023.

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

BOARD COMMITTEES

Board Committees plays a vital role in improving the Board effectiveness in areas where more focus and discussions are required. Board has constituted three Committees in accordance

with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its composition during the year are as follows:

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.

S. Name of the No Committee	Composition
1 Audit Committee	i) Mr. Ajay Kumar Dhagat, Chairman
	ii) Dr. Sutanu Behuria, Member
	iii) Mr. Sharat Chandra Kolla, Member
	iv) Ms. Leena M Sathyanarayanan, Member
Nomination 2 and Remuneration Committee	i) Mr. Ajay Kumar Dhagat, Chairman
	ii) Dr. Sutanu Behuria, Member
	iii) Mr. Sharat Chandra Kolla, Member
Stakeholders 3. Relationship Committee	i) Mr. Sharat Chandra Kolla, Chairman
	ii) Mr. Ajay Kumar Dhagat, Member
	iii) Mr. Shridhar Gokhale, Member
Corporate 4 Social Responsibility Committee	i) Mr. Sharat Chandra Kolla, Chairman
	ii) Ms. Leena M Sathyanarayanan, Member
	iii) Mr. Shridhar Gokhale, Member

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the statement of Profit of the Company for the year under review;

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

d) The Directors had prepared the accounts for the financial year ended March 31, 2023, on a going concern basis;

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

NOMINATION AND REMUNERATION POLICY

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

As a policy, currently the independent directors are paid sitting fee of Rs. 40,000/- per meeting per person for attending the Board and Audit Committee Meetings and Rs. 5,000/- per meeting per person for attending Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee meetings.

SUCCESSION PLANNING

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

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

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

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

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

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration No. 009571 N/N500006), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2020-21 and shall hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2025.

SECRETARIAL AUDITORS / SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s. J B Bhave & Co., Company Secretaries, Pune to conduct the Secretarial Audit of the Company for the financial year ended March 31,2023. The Secretarial Audit Report in Form MR-3 is given in Annexure - II, forming part of this report.

COMMENTS ON AUDITORS REPORT / SECRETARIAL AUDITORS REPORT

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

COST AUDITORS

M/s. Thanigaimani & Associates, Cost Accountants, who were appointed as the Cost Auditor for the Financial Year 2022-23 at the Board Meeting of the Company held on August 12, 2022, and whose remuneration was ratified at the Annual General Meeting held on September 29, 2022, tendered letter of resignation as cost auditors of the company on May 15, 2023.

In order to fill the casual vacancy caused due to resignation of M/s. Thanigaimani & Associates, based on recommendation of the Audit Committee, the Board of Directors of the Company on their meeting held on May 19, 2023 appointed Mr. K Suryanarayanan, Cost Accountant (Registration No: 102347) as Cost Auditor of the Company for the financial year 202223 to fill the casual vacancy, on a remuneration as mentioned in the Notice convening the 31^st Annual General Meeting for conducting the audit of the cost records maintained by the Company.

With respect to the current financial year 2023-24, pursuant to section 148 and rules made there under and based on the recommendation of the Audit Committee, your Board has approved the appointment of Mr. K Suryanarayanan, Cost Accountant (Registration No: 102347) as the Cost Auditor of the Company for the financial year 2023-24, on a remuneration as mentioned in the Notice convening the 31^st Annual General Meeting for conducting the audit of the cost records maintained by the Company.

DIVIDEND

Considering the accumulated losses and keeping in mind to source to finance the future business plans with internal funds, no dividend has been recommended by the Board of Directors of the Company for Financial Year 2022-23.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013.

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

BOARD EVALUTION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held on March 31, 2023, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, also form part of this Annual Report. However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to all the members of the Company and others entitled thereto. The said information is open for inspection and any member interested in obtaining the same may write to the Company Secretary and will be furnished on request.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices. A separate Report on Corporate Governance is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

FIXED DEPOSITS / PUBLIC DEPOSITS

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

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of Internal Financial Controls in place with reference to the financial statements. Audit Committee periodically reviews the Internal Financial Control and Risk Assessment System of the Company. During the year, Internal Financial Controls were tested and no material weaknesses in the design or operating effectiveness were observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a "Vigil Mechanism (Ombuds & Open Reporting Procedure)" to provide an avenue to stakeholders, including employees and directors, to report concerns related to any actual or potential violation of law or violation of the Companys Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism.

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

RISK MANAGEMENT FRAMEWORK

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

ANNUAL RETURN

As per provisions of Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is hosted on website of your Company at www.indo-tech.com

SECRETARIAL STANDARDS

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

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

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

A. CONSERVATION OF ENERGY

Your Company has constantly been emphasizing on optimization of energy consumption in every possible area. Further, your company acknowledges that power conservation is a necessity not only for future availability, but also for environmental safety. Various avenues are being explored at periodic interval and after careful analysis, planning measures are being initiated to minimize the consumption of energy by optimum utilization of energy consuming equipment. Your Company is not a power intensive industry and hence the scope for saving of energy is limited. However, the following energy saving measures has been carried out.

a) Your Company has 2 windmills in Tirunelveli, Tamil Nadu. The Company is adjusting the units generated against consumption at the factory. This has reduced per unit energy cost to the Company.

b) Your company has in place adequate safeguards against excessive consumption and wastage of energy, in form of energy-friendly apparatus, modern technologies as well as minimal usage mechanism.

B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

Your Company is more focused towards the promotion of innovative ideas and has invested sufficient resources for research and development. It includes additional heater to increase the Viscosity of Furnace oil for burning to 100% and elimination of the thermal energy losses by providing the Heat Insulation & Rinsing the thermic fluid pipeline by filling new thermic fluid which help us to remove the dust contamination in pipeline In order to meet fire and environmental safety standards, your

company has developed product filled with natural ester coolants which is fire safe and environment friendly.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Companys exposure to foreign currency risk at the end of the reporting period mentioned in Note 29 to the financial statements for the year ended March 31, 2023.

REPORTING OF FRAUDS

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

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

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

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

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

During the financial year 2022-23, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

OTHER DISCLOSURES

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

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

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

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

(c) of the Act).

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

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

f) There was no revision of financial statements and Boards Report.

SUBSIDIARY COMPANIES

As at March 31, 2023, there is no subsidiary company. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors INDO-TECH TRANSFORMERS LIMITED

N Visweswara Reddy	Shridhar Gokhale
Chairman	Whole-Time Director
DIN:02996298	DIN : 08349732

Place: Kancheepuram Date : May 19, 2023