Transformers & Rectifiers India Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 31^st Annual Report on the business and operations together with the audited accounts for the financial year ended 31^st March, 2025.

The performance of the Company for the financial year ended on 31^st March, 2025 is summarised below:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	195014	127331	201938	129468
Other Income	3278	869	3170	582
Total Revenue	198292	128200	205108	130050
Cost of Raw Materials Consumed	142190	91692	142437	89560
Purchase of Stocks in Trade	504	2909	984	2909
Changes in inventories of Finished Goods and Work in Progress	(4268)	579	(4969)	214
Employee Benefits Expenses	5229	4460	6007	4770
Finance Costs	4838	4976	5060	5080
Depreciation and Amortization	2428	2273	2696	2473
Other Expenses	22950	15702	24735	18604
Total Expenses	173871	122591	176948	123610
Profit before exceptional items and tax	24421	5609	28160	6440
Exceptional Items	324	-	324	-
Profit/(Loss) before tax	24745	5609	28485	6440
Tax Expense	5988	1498	6841	1739
Net Profit/(Loss) after tax	18757	4111	21644	4701
Other Comprehensive Income/(Expenses)	15	41	17	42
Total Comprehensive Income for the year	18773	4152	21661	4743

Dividend

The Board of Directors had recommended Final Dividend @20%, i.e. 0.20/- per equity share of 1/- each for the financial year 2024-25 subject to approval of shareholders at 31^st Annual General Meeting. (Previous year - 20% i.e. 0.20/- per equity share).

Review of Operations and the state of Companys affairs

For the financial year ended 31^st March, 2025, your Company has reported standalone revenue from operations of 1,95,014 Lakhs and Net Profit of 18,757 Lakhs as compared to previous financial year ended 31^st March, 2024, your Company has reported standalone revenue from operations of 1,27,331 Lakhs and Net Profit of 4,111 Lakhs.

For the financial year ended 31^st March, 2025, your Company has reported consolidated revenue from operations of 2,01,938 Lakhs and Net Profit of 21,644 Lakhs as compared previous financial year ended 31^st March, 2024, your Company has reported consolidated revenue from operations of 1,29,468 Lakhs and Net Profit of 4,701 Lakhs.

Amount Proposed to be Transferred to Reserves:

The Company has made no transfer to reserves during the financial year 2024-25.

Change in the Nature of Business, If any:

There is no change in the nature of business during the financial year 2024-25.

Share Capital

The Paid up Equity Share Capital as at 31^st March, 2025 stood at 30,01,65,834.

• Qualified Institutional Placement (QIP)

Pursuant to the approval of the Board of Directors at its meeting held on 08^th April, 2024 and approval of the members of the Company at the Annual General Meeting held on 13^th May, 2024 and pursuant to in-principle approvals granted by BSE Limited and National Stock Exchange of India Limited and upon receipt of an amount aggregating to 4,99,99,99,340/- (Rupees Four Hundred Ninety-Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand Three Hundred and Forty only) at the rate of 665/- per Equity Share of face value of 1/- each, the Allotment Committee of the Board of Directors of the Company approved the allotment of 75,18,796 (Seventy-Five Lakh Eighteen Thousand Seven Hundred and Ninety-Six) Equity Shares on preferential basis to Qualified Institutional Buyers. Allotment of shares was done on 14^th June, 2024.

• Bonus Issue

Pursuant to the approval of the Board of Directors at its meeting held on 08^th January, 2025 and approval of the members of the Company at the Extra-Ordinary General Meeting held on 03 ^rd February, 2025 and pursuant to in-principle approvals granted by BSE Limited and National Stock Exchange of India Limited, the Allotment Committee of the Board of Directors of the Company has allotted 15,00,82,917 (Fifteen Crores Eighty Two Thousand Nine Hundred and Seventeen) fully paid-up Bonus Equity Shares of the face value of 1/- each in the ratio 1:1 to the eligible members of the Company whose names appeared in the Register of Members / Register of the Beneficial Owners, as on Friday, 14^th February, 2025, the Record Date fixed for this purpose. Allotment of shares was done on 17^th February, 2024.

MVA Production

During the financial year 2024-25, your Company has manufactured 29118 MVA, out of which Changodar 6382 MVA, Moraiya unit 21663 MVA & Odhav unit 1073 MVA, against the last years total production of 16428 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, 2025, the Company has Order Book position of 513279 Lakhs. The table below indicates the division of our

order book between our business segments:

(Rs in Lakhs)

Segment	Order Book	%
Central Utilities	160864	31.33
State Utilities	102336	19.94
EPC Player	139441	27.17
Industrial Customer	51047	9.95
Export	19114	3.72
Renewable Segment	35091	6.86
Railways	2761	0.54
Third Party Export	2625	0.51
Grand Total	513279	100.00

Export

During the financial year ended 31^st March, 2025, the Company has achieved export sales and service of 25539.12 Lakhs.

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:

• GETCO Order:

TARIL secured one of its largest-ever order worth 726 crores from Gujarat Energy Transmission Corporation Limited (GETCO) for the manufacturing of Auto Transformers and Bus Reactors.

• Scott Connected 100 MVA, 132 KV Transformer Approval by RDSO:

The approval of the 100 MVA, 132 KV Scott Connected Transformer by RDSO is a significant milestone, especially considering its vital role in high-speed train operations.

• TARIL secured a significant order for STATCOM transformers:

TARIL has received an order for 26 STATCOM transformers - a crucial solution for voltage stability, reactive power compensation, and power factor improvement in electrical grids.

• TARIL has Successful Conducted Dynamic Short Circuit Tests:

a) 500 MVA, 400/220/33 KV Auto Transformer:

TARIL has achieved a significant milestone with the successful completion of a Dynamic Short Circuit Test on 500 MVA, 400/220/33 kV Three Phase Auto Transformer as per IEC 60076- 5 standard and latest CEA guidelines.

b) 250 MVA, 2x33/400 KV Power Transformer:

TARIL has successfully conducted the Short Circuit Test on 250 MVA, 2x33/ 400 KV Power Transformers, one of the highest ratings in the world, for Solar application transformers.

c) 8.8 MVA, 33/2x0.69KV IDT (Inverter Duty Transformer):

TARIL has achieved a milestone with successful completion of Short Circuit Test on 8.8 MVA 33/2X0.690 kV Inverter Duty Transformer having Aluminum Winding, conducted at CPRI (Central Power Research Institute), Bangalore.

• 220 MVA furnace duty transformer tested and delivered successfully:

TARIL has successfully tested and supplied Worlds Third Largest, 220 MVA, Electric Arc Furnace Transformer. This transformer is supplied to one of the worlds leading Company engaged in production of steel plants.

• TATA Power DDL Award: "Exemplary Performance & Significant Contribution":

We are honored to receive the Exemplary Performance & Significant Contribution award from Tata Power-DDL. This recognition reflects TARILs unwavering commitment to excellence and customer satisfaction in the Power Sector.

• Power Grid Corporation of India Award: "Operational Performance Transformers and Reactors":

TARIL has been honored with the Operational Performance Transformers and Reactors award at the CEO Meet 2024, hosted by POWERGRID Corporation of India Limited. This recognition underscores our commitment to delivering high-performance solutions in the power sector.

Backward Integration

Over the course of period, TARIL undertook substantial steps toward achieving comprehensive backward integration, with an objective set to be fully realized by the end of Financial Year 2027. This strategic endeavour included the significant acquisition of a controlling stake in a Cold-Rolled Grain-Oriented (CRGO) steel processing unit. CRGO steel represents one of the most vital components and traditionally forms a significant bottleneck within transformer manufacturing, constituting a major portion of the companys raw material (RM) needs. The>

acquisition enables TARIL to substantially reduce reliance on external suppliers, thereby enhancing operational efficiency and significantly cutting down the lead times associated with raw material procurement. Additionally, the acquired CRGO processing unit not only serves internal demand but also represents a strategic asset capable of generating independent revenue streams by supplying CRGO steel to other transformer manufacturers.

Moreover, TARILs backward integration strategy extended to strategic technological tie ups in three essential areas: Bushings, CTCs and pressboard. The primary motivation behind exploring strategic technological collaborations in three essential areas is to significantly reduce the existing high lead times and mitigate external dependency risks. Through strategic partnerships focused on backward integration, TARIL has internalized key production processes previously outsourced, ensuring timely availability, improved procurement efficiencies. By bringing these critical manufacturing capabilities in-house, TARIL positions itself to optimize production schedules, strengthen operational effectiveness, and substantially enhance its competitive edge in transformer manufacturing.

In addition, TARIL is strategically expanding its transformer tank fabrication capabilities by establishing an additional manufacturing facility. Currently, our in-house tank production meets approximately 40% of our requirements. With this expansion, TARIL aims to fulfill 100% of its internal tanking needs, while also positioning itself to sell up to 50% of its manufactured tanks externally to other transformer manufacturers. Given that tank fabrication has emerged as a significant bottleneck-with market prices rising sharply by 60-70% due to heightened demand-this strategic expansion will alleviate supply constraints, mitigate cost pressures, and allow TARIL to effectively capitalize on current market opportunities.

Subsidiary Companies

The Company has acquired 51% in Triveni Transtech (India) Private Limited (formally known as Posco-Poggenamp Electrical Steel Private Limited) which is engaged in manufacturing and processing of Cold-Rolled Grain-Oriented (CRGO) Lamination.

As on 31^st March, 2025, 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 Directors 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, 2025 achieved sales of 5020.69 Lakhs against 3900.01 Lakhs during the

previous financial year ended 31^st March, 2024. Total Profit before tax for the financial year ended 31^st March, 2025 is 1116.61 Lakhs as against the total profit before tax of 509.44 Lakhs for the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was 821.65 Lakhs during the financial year ended 31^st March, 2025 as against 376.25 Lakhs for the previous financial year ended 31^st March, 2024.

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, 2025 achieved sales of 2454.16 Lakhs against 1640.89 Lakhs during the previous financial year ended 31^st March, 2024. Total Profit before tax for the financial year ended 31^st March, 2025 is 313.18 Lakhs as against the total profit before tax of 28.30 Lakhs for the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was 351.33 Lakhs during the financial year ended 31^st March, 2025 as against 22.07 Lakhs for the previous financial year ended 31^st March, 2024.

TARIL Infrastructure Limited

TARIL Infrastructure Limited ("TARIL Infra") is the wholly owned subsidiary of the Company. For the financial year ended 31^st March, 2025 achieved sales of 1956.18 Lakhs against 2680.14 Lakhs during the previous financial year ended 31^st March, 2024. Total Profit before tax for the financial year ended 31^st March, 2025 is 262.85 Lakhs as against the total profit before tax of 171.21 Lakhs for the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was 190.55 Lakhs during the financial year ended 31^st March, 2025 as against 128.36 Lakhs for the previous financial year ended 31^st March, 2024.

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, 2025 achieved sales of 7270.81 Lakhs against 3248.36 Lakhs during the previous financial year ended 31^st March, 2024. Total Profit before tax for the financial year ended 31^st March, 2025 is 1514.21 Lakhs as against the total loss before tax of 162.51 Lakhs for the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was 1202.19 Lakhs during the financial year ended 31^st March, 2025 as against loss of 179.74 Lakhs for the previous financial year ended 31^st March, 2024.

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, 2025 achieved sales of 2189.19 Lakhs against 1609.57 Lakhs during the previous financial year ended 31^st March, 2024. Total Profit before tax for the financial year ended 31^st March, 2025 is 620.76 Lakhs as against the total profit before tax of 221.69 Lakhs for the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was 539.33 Lakhs during the financial year ended 31^st March, 2025 as against 166.10 Lakhs for the previous financial year ended 31^st March, 2024.

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, 2025 achieved sales of 3030.33 Lakhs against

2124.14 Lakhs during the previous financial year ended 31^st March, 2024. Total Profit before tax for the financial year ended 31^st March, 2025 is (182.74) Lakhs as against the total profit before tax of (1288.63) Lakhs for the previous financial year ended 31^st March, 2024.

Profit after Tax (PAT) was 49.07 Lakhs during the financial year ended 31^st March, 2025 as against (1288.81) Lakhs for the previous financial year ended 31^st March, 2024.

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, 2025.

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, Mrs. Karuna J. Mamtora being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, she offers herself for re-appointment.

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company.

In the 28^th Annual General meeting held on 1^st August, 2022, 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. 1st January, 2023 and Mrs. Karuna J. Mamtora as Executive Director of the company, w.e.f. 1^st April, 2023. Both the Directors are proposed to be re-appointed for further period of 3 years in the ensuing AGM of the Company.

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 30th Annual General meeting held on 13^th May, 2024. Revision in remuneration for him is proposed w.e.f. 1^st April, 2025 in the ensuing AGM of the Company.

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 Companys 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://tinyurl.com/Familiarizati0nProgramme

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

Mr. Satyen J. Mamtora (DIN: 00139984), Managing Director of the Company was re-appointed 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.

Mr. Jitendra U. Mamtora, Chairman and Whole-time Director, Mr. Satyen J. Mamtora, Managing Director, Mrs. Karuna J. Mamtora, Executive Director, Mr. Chanchal S S Rajora, Chief Financial Officer & Advisor to the Board of Directors 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, 2025.

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 2024-25, the Board of Directors met Four (4) times i.e. 08^th April, 2024, 19^th July, 2024, 08^th October, 2024 and 08^th January, 2025. 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 2024-25 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

• Stakeholders Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Management Committee

• Allotment Committee

• BRSR Core Committee and BRSR Working 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.