TD Power Systems Limited

Annual Report 2024-25

TD Power Systems Limited | Annual Report 2024-25

We power every
possibility.
We power the
world.
TD Power Systems Limited
REGISTERED OFFICE & FACTORY:
27, 28 and 29, KIADB Industrial Area
Dabaspet, Nelamangala Taluk
Bengaluru Rural District
Bengaluru — 562 111, India

[Link]
Across the Pages
We Power
Every Possibility.
2-28 29-85
COMPANY OVERVIEW STATUTORY REPORTS

We Power
2 About the Company 29 Directors' Report
4 Message from the Management 48 Management Discussion & Analysis
6 Journey and Milestones 62 Corporate Governance Report
8 Offerings 85 Business Responsibility &

the World.
12 Manufacturing Excellence Sustainability Report

14 Geographical Presence
115-248
16 Financial Highlights For more investor-related
18 Environment FINANCIAL STATEMENTS information, please visit:

20 Human Resources Standalone Financial Statements [Link]

investor-relations
As the global economy becomes more digitised, This shift is transforming the generator and motor

22 CSR 126 Balance Sheet urbanised, and infrastructure-heavy, the role of industry into a key enabler of global progress. What the
world needs today are solutions that function across
26 Board 127 Statement of Profit & Loss power has expanded far beyond basic utility. It is complex environments and adapt to changing needs,
28 Corporate Information 130 Cash Flow Statements now central to how nations grow, how industries without pause or compromise. TDPS stands firmly in
Consolidated Financial Statements operate, and how communities stay connected. this space.
192 Balance Sheet With critical sectors relying on uninterrupted The Company designs and delivers machines that
193 Statement of Profit & Loss Scan this QR code electricity, whether for cloud computing, do far more than generate electricity. They support
the lifelines of economies. From powering the core of
196 Cash Flow Statements high-speed transit, energy diversification, or data centres and oilfields to remote hydro plants and
Disclaimer: This document contains statements about expected future events and financials of TD Power Systems Limited (‘the Company’), which are forward-looking. By
manufacturing, demand is rising for power emerging industrial hubs, TDPS’ products are built to
their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that the systems that can deliver consistency, precision, serve where reliability is non-negotiable. These systems
assumptions, predictions, and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking support everything from grid stability to mission-critical
statements as several factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. and scale. applications in regions where continuity is essential.
Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management Discussion
and Analysis section of this Annual Report. The idea of ‘Powering Every Possibility’ is reflected in
how the Company keeps advancing its technology,
its portfolio, and its global footprint. At the same
time, the belief in ‘Powering the World’ drives deeper
partnerships, stronger market presence, and a
commitment to respond wherever power makes the
difference between delay and progress.

Together, these ideas form the foundation of TDPS’

purpose. They shape how the Company builds, scales,
and adapts in a world that is asking more from power
than ever before.
 Corporate Overview Statutory Reports Financial Statements

A B O U T T H E C O M PA N Y
The Company’s product portfolio includes generators tailored for all
major prime movers, including steam, gas, hydro, and diesel power
plants, as well as geothermal and wind applications. In addition, TDPS
addresses niche applications such as motors used within the oil & gas
industries. With a trusted customer base comprising OEMs and utilities,
the Company has established a strong foothold in the global power

The equipment industry.

Power
The Company’s operations are anchored by two manufacturing units
in Bengaluru, with one facility designed specifically for large-format
generators. A third facility is under development in close proximity
to further expand the Company’s production capacity in generators,
motors, sub-assemblies, and components. Complementing its
India base, the Company operates an additional facility in Turkey,
strengthening its ability to serve international markets efficiently.

Behind Possibility
The Company’s growing global presence reflects the rising relevance
of Indian engineering in the international power equipment space,
delivering machines that consistently meet technical and performance
benchmarks across markets.

26 2 1 7,096
Presence in

Years of Experience 110

Countries
Manufacturing Facilities
- Bengaluru, India
Manufacturing Facility
– Istanbul, Turkey
Generators Supplied

66
Motors Supplied
` 13,680.90 Million
Order Book
` 14,782.70 Million
Order Inflow

57+
Service Centres
` 12,787.62 Million
Revenue from Operations on Consolidated Basis
` 1,745.75 Million
PAT
All figures as on March 31, 2025

TD Power Systems Ltd. (referred to as ‘TDPS’

or ‘the Company’) is a globally recognised
manufacturer of AC generators, known
for engineering solutions that perform
consistently across diverse operating
environments. With a broad-based
presence spanning multiple products,
segments, and geographies, TDPS serves
the full spectrum of power generation, from
conventional thermal systems to emerging
renewable technologies.

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 Corporate Overview Statutory Reports Financial Statements

Alstom order for the e-Loco project in India. Prototype deliveries order from the Nuclear Power Corporation is a milestone,
MANAGEMENT MESSAGE
for traction motors to Germany, the U.S., and CIS countries are and our development of traction motors places us on a long-

The Thought Behind the Power

also underway, pointing to a sharp scale-up potential in the term innovation trajectory.
coming years.
Our Railway segment is gaining global traction, with strong
A Year of Breakthrough Performance export demand from Europe, North America, and the CIS
The traction we are witnessing across the motors business, countries.
along with the continued strength of our core generator
We recorded our highest- segment, culminated in a landmark year for TDPS. Despite
Our Hydro Generator business remains resilient, supported
by Southeast Asia, Africa, and signs of revival in India,
ever order inflow, a proof global headwinds marked by elevated interest rates, shifting offering long-cycle but quality revenue streams.
geopolitical dynamics, and energy volatility, we delivered the
of our growing relevance strongest financial and operational performance in our history, Capacity, Capability, and Future Readiness
in global energy markets. with the highest-ever revenue from operations, EBITDA, PAT, As we gear up for the next phase of growth, we are
and order inflow in our history. backing strategy with scale:

Our consolidated revenue from operations for the year stood at The upcoming third manufacturing facility at the Japanese
base. The outlook reflects more than short-term momentum; it Industrial Township in Tumkur, supported by a ` 120 Crore
` 12,787.62 Million, registering a 27.81% increase year-on-year,
signals long-term structural strength. Large-scale infrastructure investment, will significantly enhance our production
compared to ` 10,005.20 Million in Fiscal 2024. This growth
projects, the ‘Make in India’ initiative, and supportive policies capacity and delivery timelines. Phase-wise commissioning
was powered by strong momentum in both our core generator
such as Production Linked Incentive (PLI) schemes are setting for this facility is on track, starting Q1 Fiscal 2026.
business and motors segment, particularly from international
the stage for a manufacturing revival.
markets. We recorded an EBITDA of ` 2,544.10 Million (including We are also establishing a Design and Engineering Centre
As global demand remains uneven, India offers a rare blend other income) in Fiscal 2025, reflecting a 38.57% jump over in the UK. This is a significant investment in future capability,
of scale, stability, and opportunity, positioning itself as a key the previous year’s ` 1,836.00 Million, with margins improving bringing us closer to key global clients while driving
contributor to future industrial and energy growth. despite capacity constraints. Our Profit after Tax (PAT) rose to innovation, localisation, and advanced design compliance.
` 1,745.75 Million, a 47.51% increase from ` 1,183.49 Million in
A Sector in Sync with Global Priorities Together, these initiatives represent not just growth, but future
Fiscal 2024, supported by a favourable sales mix, cost discipline,
These macro shifts are clearly reflected in the power solutions readiness to lead, to innovate, and to deliver at scale.
and improved operating leverage.
industry. The global generator market is projected to reach Looking Ahead with Confidence
USD 51.99 Billion in 2025 and expand to USD 72.66 Billion Most encouragingly, we witnessed the highest-ever order inflow
We step into Fiscal 2026 with conviction, backed by a healthy
by 2029, driven by demand for backup power in data-driven in the Company’s history, ` 14,783 Million in Fiscal 2025, up
order book and a solid balance sheet. The road ahead presents
industries, energy security in volatile regions, and infrastructure 41% year-on-year. This reflects strong customer confidence,
Nikhil Kumar a mix of complexity and promise, shaped by the momentum
expansion in emerging economies. TDPS is well-positioned in a healthy project pipeline, and increased traction across gas,
Managing Director of the energy transition, expanding global infrastructure, and
this environment, and Fiscal 2025 marked a significant step in hydro, and motors segments.
accelerating digital transformation. These long-term forces are
Dear Shareholders, capturing the scale of this opportunity. These outcomes are a direct result of our strategic clarity, sharp shaping demand across our industry, and TDPS is strategically
“When the world powers down, we power up.” The gas turbine and gas engine generator segments have market focus, and operational execution, building a strong positioned to respond. Through focussed investments in
become key growth areas. Fracking activities, the global foundation for scalable and sustainable growth in the years scale, engineering capabilities, and closer engagement with
This single line captures the essence of TDPS’s purpose. In
proliferation of data centres and AI server farms, especially in ahead. customers, we are translating sectoral shifts into meaningful
an era where uninterrupted energy is mission-critical, where
the U.S., and reconstruction efforts in Ukraine are accelerating Building on Strategic Momentum growth. Our efforts remain centred on strengthening our
data centres run nonstop, grids seek balance in volatility, and
demand in these segments. Data centre-related demand, in core, extending reach in priority markets, and broadening our
industries depend on consistent power supply, we are not simply What sets this year apart is not just the numbers but the strategic
particular, is surging and expected to contribute to a 100 GW portfolio to serve an evolving global landscape.
meeting expectations. We are anticipating them, designing for momentum we have built across markets, product categories,
them, and scaling into them. spike in USA’s power demand by 2030. We are gearing up to I express my sincere thanks to our shareholders for their
and geographies.
address this with the development of larger generators in the continued trust in our journey. I also extend my deep appreciation
Navigating a Volatile Global Landscape 40–45 MW range, with deliveries scheduled to begin in Fiscal We recorded our highest-ever order inflow, a proof of our
to our employees whose dedication drives our progress every
The current environment demands both vigilance and vision. 2026. This will position us well for a massive potential scale-up growing relevance in global energy markets. It is particularly
day. To our customers, partners, and vendors, thank you for
After a fragile post-pandemic recovery, global growth is from Fiscal 2027 onwards. encouraging that 68% of this inflow came from exports and
your enduring support and belief in our potential.
expected to ease to 2.8% in 2025, from an estimated 3.3% in deemed exports, underlining the increasing global trust in the
The hydro segment has also remained stable and is expected
2024. Though a modest uptick to 3.0% is forecasted in 2026, it TDPS brand.
remains below the historical average of 3.7% recorded between
grow in next coming years. This is primarily supported by the Together, we continue to do
export and domestic market. This reliability highlights hydro’s Each of our core verticals made meaningful progress:
2000 and 2019. This reflects an uneven global terrain shaped
role as a steady contributor in a dynamic energy sector.
more than generate power.
In Gas Turbine and Engine Generators, demand is
by persistent inflation, geopolitical uncertainty, and constrained
accelerating, led by global investments in AI data centres, We power what’s next.
trade dynamics. On the motors front, our customised motor business is gaining
fracking operations, and distributed power solutions. We Warm regards,
real traction. With growing demand from India and the Middle
Amid a cautious global outlook, India remains the fastest- are entering the higher-capacity 40-45 MW generator
East, and with the global motor market being significantly larger
growing major economy. The IMF projects GDP growth at space, a natural progression of our technological edge. Nikhil Kumar
than the generator market, we see this as a transformational
6.5% in Fiscal 2025, driven by solid domestic consumption, Managing Director
growth engine. During the year, we secured two international In Motors, our differentiated capabilities continue to find
steady public and private investments, and a healthy export
contracts for railway motor supplies, along with the ongoing favour, both in India and internationally. The ` 500 Million

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JOURNEY AND MILESTONES

The Power Behind

Every Milestone
Established a Listed on Supplied the
manufacturing BSE Ltd. and TD Power USA largest 4-pole
facility in National Stock and TD Power generator Expanded
Bengaluru, Exchange Europe began to Maxau, global footprint
India Limited operations Germany to 105 countries

2001 2011 2016 2019 2024

1999 2009 2012 2017 2021 2025

Acquired Developed Signed a licence Began Introduced a Achieved record

technology from vertical hydro agreement manufacturing new vertical for revenue from
Toyo Denki, generators with with Siemens generators in induction and operations and
Japan Voith, Germany to manufacture Istanbul, Turkey synchronous order book,
2-pole motors driven by strong
generators up international
to 250 MVA growth and
diversification

6 Annual Report 2024-25 TD Power Systems Limited 7

 Corporate Overview Statutory Reports Financial Statements

Products
OFFERINGS
TDPS manufactures a diverse portfolio of AC generators and motors, developed to meet industrial power requirements across

The Range That

applications. With a global presence and product range from 1 to 250 MVA, the Company has established itself as an international
market leader in A.C. generator manufacturing.

Generators
Powers Possibility
With over two decades of experience While the Company’s expertise lies in manufacturing AC
generators and motors, its offerings span the full product
in industrial power engineering, TDPS lifecycle from design and precision manufacturing to post-sales
has developed a comprehensive suite support and refurbishment services.
of capabilities that support essential The Company’s strength in delivering integrated solutions
infrastructure across a wide range of stems from its internal capabilities, advanced production
sectors. The Company’s products have infrastructure, and a skilled team that brings precision and
discipline to every stage of execution. At the core of this
illuminated cities, powered critical capability is a facility ecosystem engineered to deliver reliability,
services and strengthened global responsiveness, and quality, built to address complex global
connectivity. power requirements with reliability.
Steam Turbine Generators Gas Turbine Generators Hydro Turbine Generators
- Up to 250 MVA - Up to 250 MVA - Up to 75 MVA

DESIGN AND MANUFACTURING

TDPS designs and manufactures fully customised
AC generators and motors that meet diverse
power generation requirements across steam, gas,
hydro, and diesel systems, along with specialised
applications like geothermal and solar thermal.
Gas Engine Generators Diesel Engine Generators
The Company’s two Bengaluru-based manufacturing - Up to 25 MVA - Up to 25 MVA
facilities are equipped with high-precision
infrastructure capable of manufacturing large-
format generators and motors. The integration of Motors
automation and robotics, including robotic stacking,
dynamic balancing, and coil winding, supports
scalability, while maintaining precision.

Every production stage is monitored through

stringent quality checks and process controls.
These are implemented by a dedicated workforce
committed to delivering reliable, high-performance
power systems.

Induction Motors Synchronous Motors Traction Motors

- Up to 20 MW - Up to 50 MW - Up to 1,250 kW

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 Corporate Overview Statutory Reports Financial Statements

Specialised and Customised Products After-Sales Service Spares & Refurbishment

In addition to standard offerings, the Company delivers application-specific solutions tailored to complex operational TDPS supports its clients beyond product installation, providing In addition to new products, the Company offers tailored
environments. These include: comprehensive after-sales services through 57 service centres replacement and refurbishment solutions that extend equipment
worldwide. The Company’s in-house service team, based in life and enhance system performance.
Bengaluru, offers commissioning, support, diagnostics repairs,
Generators for Special Applications The Company has replaced several machines from multiple
and overhauls.
OEMs worldwide, offering custom-built alternatives that fit
The service framework is structured for quick response, helping into existing configurations, while aligning with site-specific
minimise downtime and resolving operational needs efficiently, requirements. These offerings help extend machine life, while
on-site or during scheduled maintenance. improving performance and efficiency.

TDPS also supplies essential spare parts to help reduce

Wind Motor/Engine Oil & Gas Geothermal Transformer Marine/Naval unplanned downtime and ensure system reliability. The
Generation Testing Installations and Solar Testing Power Systems Company’s focus on backward compatibility and long-term
Thermal Plants Facilities support has led to sustained partnerships across industries.

Industries Served

Renewable Energy Sugar & Ethanol Oil & Gas

Railways Pulp, Paper and Marine

Textiles

Steel Irrigation Thermal Energy

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 Corporate Overview Statutory Reports Financial Statements

M A N U FA C T U R I N G E X C E L L E N C E
Certifications, Quality Control, and Compliance

The Power Behind Precision The Company is committed to zero-defect manufacturing. TDPS’ facilities and processes meet stringent international and industry-
specific certifications, enabling seamless supply to global customers.

TDPS’ manufacturing excellence lies The Company’s facilities integrate cutting-edge automation, Key Certifications
in its state-of-the-art manufacturing precision machining, and digital quality systems to ensure
every generator and motor reflects the highest standards of
infrastructure - engineered to deliver craftsmanship and engineering excellence. With each facility
precision, reliability, and scale. The built and upgraded with future-readiness in mind, the Company
Company’s facilities are not just is well-equipped to serve global demand across industries,
geographies, and applications. ISO 9001:2015 ISO 14001:2015 ISO 45001:2018 ISO 3834-2 Conflict Mineral
production units; they are advanced Quality Management Environmental Occupational Health Welding Policy
ecosystems designed to solve complex Systems Management Systems & Safety

engineering challenges and deliver

globally benchmarked products.

DNV ATEX/ IECEx Class NK AAR M-1003 IRS (Indian Register

Wind Solutions Hazardous Solutions Marine Solutions Association of of Shipping)
American Railroads Naval Solutions

CE/UKCA GOST-R/TRCU CSA UL TSE

European Market Russia and CIS Countries Canadian Market American Market Turkish Market
Facility 1: Dabaspet, Bengaluru, India Facility 2: Dabaspet, Bengaluru, India (Made in Turkey)

Upcoming
Third Manufacturing Facility in Bengaluru Quality Control Practices Sustainability and Energy Efficiency
To meet rising global demand and expand capacity for larger 100% product testing before dispatch, aligned with TDPS integrates sustainability into its manufacturing
generators and motors, TDPS is currently developing a third international and customer-specific standards. operations through:
state-of-the-art manufacturing facility in Tumkur, 45 kms from
the existing facility. Digital quality assurance systems to track and validate Green Manufacturing Practices
parameters throughout production.
Use of hydrogen gas generators for brazing.
Planned Commissioning Year: Fiscal 2026 In-house testing bays with load testing, HV testing, and
Vertical storage systems to reduce land use.
Facility 3: Izmir, Turkey vibration analysis.
Area: ~20,000 sq. metres Inline processing to reduce material handling and
Complete traceability from raw materials to final
energy waste.
dispatch.
Strategic Features In-house manufacturing of all critical generator and
Strategic deployment of mid-sized cranes to optimise
electricity consumption.
motor components to ensure stringent quality control.
1 2 3 4 Training on Resource Efficiency
Regular audits and supplier evaluations to maintain
Expanded capability to Employees are trained in lean operations and energy-
Improved robotics and serve both OEMs and supply chain integrity.
Optimised layout to Enhanced multi-project conscious manufacturing.
automation to manage end-users across energy
maximise space efficiency, handling enabling
complex builds with transition projects, Transition to Renewables
energy performance, and concurrent execution and
greater precision and including gas, hydro,
streamlined operations. faster delivery timelines. Ongoing initiatives to increase the share of green energy
consistency. solar thermal, and hybrid
systems. in operations.

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GEOGRAPHICAL PRESENCE
Global Headquarters with Manufacturing

The Pulse of Manufacturing Facility Sales Offices Facility

Power Across Continents

Region No. of Generators

Asia (including Eurasia) : 5,107

and the Middle East

Europe : 1,268

Africa : 292

North America : 314 Disclaimer

South America : 55 This map is a generalised illustration only for the ease of the reader to understand the locations, and it is not intended to be used for
reference purposes. The representation of political boundaries and the names of geographical features/states do not necessarily
Oceania : 292 reflect the actual position. Our Company or any of our Directors, officers or employees cannot be held responsible for any misuse or
misinterpretation of any information or design thereof. Our Company does not warrant or represent any kind of connection with its
accuracy or completeness.

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FINANCIAL HIGHLIGHTS

The Power
Revenue from Operations (Consolidated) (` in Million) EBITDA, including Other Income (` in Million)

10,005.20 12,787.62 1,836.00 2,544.10

Behind Long-Term Value

In an environment shaped by rising The Company reported its highest-ever annual order inflow
energy volatility and industrial of ` 14,782.70 Million, representing a 41% increase over the
previous year. Significantly, 68% of these orders originated from
transformation, TDPS delivered international markets, reinforcing the effectiveness of TDPS’
not only strong results but also export-focussed strategy.
meaningful progress. Fiscal 2025
marked a defining year, with record Fis Fis Fis Fis
ca ca ca ca
financials, broader global reach, and l2
02
l2
02
l2
02
l2
02
4 5 4 5
targeted investments in future-ready
capabilities.
EBITDA Margin (%) PAT (Profit After Tax) (` in Million)

18.04 19.54 1,156.47 1,733.58

Fis Fis Fis Fis

ca ca ca ca
l2 l2 l2 l2
02 02 02 02
4 5 4 5

PAT Margin (%) Order Book (` in Million)

11.63 13.41 11,895 13,681

Fis Fis Fis Fis

ca ca ca ca
l2 l2 l2 l2
02 02 02 02
4 5 4 5

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Energy Emissions
ENVIRONMENT
Energy use is central to the Company’s manufacturing TDPS recognises that its emissions footprint is equally
activities. Recognising this, the Company has maintained substantial. Aligned with this reality, the Company has been
its focus on reducing consumption through practical and proactively pursuing strategies to curtail emissions across

The
targeted energy-saving initiatives across both of its plants. its direct operations, indirect activities, and throughout its

Power of
These efforts reinforce the Company’s intent to balance broader value chain.
productivity with environmental care.

Sustainable Thinking

TDPS approaches operational excellence with a

strong emphasis on environmental responsibility.
Water Waste
Sustainability is integrated across operations
from energy use and emissions to water and The Company acknowledges that its water-related impacts The Company’s nature of business operations results in the
could potentially contribute to local water scarcity and generation of considerable quantities of both hazardous
waste management. By continuing to adopt contamination through runoff. Committed to minimising and non-hazardous waste. The Company recognises its
efficient systems and environmentally sound these effects, TDPS employs efficient water management responsibility to manage this waste effectively, ensuring
processes, the Company remains committed to practices, conducts regular monitoring, and collaborates safe disposal methods that prevent any adverse impact on
reducing its ecological footprint and creating closely with local stakeholders to promote sustainable the environment in which it operates.
water use and conservation. Moreover, groundwater
long-term stakeholder value. The following extracted via borewells serves as the primary source of
section captures the key environmental measures water withdrawal, supporting production processes,
undertaken during Fiscal 2025. cooling, and sanitation needs.

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HUMAN RESOURCES
Recruitment & Selection

The The Company is committed to placing the right talent in

Power of
the right roles through structured and unbiased hiring
processes. Recruitment is grounded in equal opportunity
principles, free from discrimination based on colour,
race, gender, caste, religion, or social origin. The Human
Resources team ensures that candidate assessments are
thorough and fair, with annual performance reviews that
recognise contributions, support role transitions, and

People Who Build

provide pathways for leadership development.

Training and Development

Possibility Continuous learning is central to the Company’s talent

strategy. The Company invests significantly in technical
upskilling, especially across its manufacturing operations,
to improve both individual capability and operational
efficiency. Employees regularly participate in training
programmes focussed on workplace ethics, human rights,
and Company policies, reinforcing a culture of compliance,
accountability, and mutual respect.

Diversity
TDPS believes that a diverse workforce drives better
outcomes across collaboration, innovation, and decision-
making. The Company continues to strengthen its inclusive
culture, one that promotes open communication, career
growth, and equal access to opportunities. As of Fiscal
2025, TDPS had a workforce of 1,919 (including apprentices
and contract workers) across various functions and
locations. Dedicated initiatives are underway to enhance
the representation and advancement of women within the
organisation, while ensuring every employee’s contribution
is valued.

Health and Safety

Creating a safe, healthy, and responsive work environment
At TDPS, people form the foundation remains a critical priority for TDPS. The Company operates
of long-term success. The Company a structured Occupational Health and Safety (OHS)
management system aligned with ISO 45001:2018
nurtures an environment where standards. Hazard identification, risk assessments, and
individuals can grow, contribute regular safety training are integrated into daily operations,
meaningfully, and shape the future with each site supported by qualified safety officers and
bi-monthly safety committee reviews. Health data is
through purposeful recruitment, skill- maintained confidentially, and employees have access to
building, inclusive practices, and dedicated medical support through on-site occupational
a rigorous approach to workplace health centres.
safety.

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CSR

Powering Purpose. Education - Empowering Young Minds

Empowering TDPS believes that education is the

foundation of progress. In Fiscal 2025, Project Agency
Amount in
` Lakhs

Communities.
a substantial portion of the CSR outlay
was directed towards enhancing school Rooftop Solar PV System at Govt. School Trinity Care Foundation 25.00
infrastructure, improving learning School Readiness Programme Keyed Foundation 18.10
outcomes, and supporting children with
Rehabilitation for Children with Learning Spastics Society of 30.00
special needs.
TDPS believes that long-term growth The Company’s CSR initiatives focus on key areas such as
Difficulties Karnataka

is most meaningful when it uplifts the education, healthcare, environment, sports and other socially Construction of Model Anganwadi United Way of 22.99
relevant sectors. By supporting these foundational needs, Bengaluru
communities around it. The Company’s the Company contributes to building communities where Renovation of School – Timmasandra Company-driven 1.57
CSR initiatives are built to do more opportunity and well-being can grow in tandem.
Donation to Udupi School Company-driven 6.79
than provide aid; they aim to empower, CSR efforts continue to evolve in step with changing priorities, Donation to National Institute of Company-driven 3.00
educate, and enable progress in community feedback, and environmental concerns. Every rupee Technology – Surathkal
lasting ways. Every programme spent is directed towards impact that endures.

is implemented through credible

partnerships, ensuring transparent
execution, clear accountability, and ` 24.25 Million*
measurable outcomes. Total Spend in Fiscal 2025
*The figure represents the statutory CSR obligation and excludes the
additional ` 1.19 Million voluntarily spent by the Company.

CSR Pillars of TDPS

Education Healthcare Healthcare & Environmental Sports

Sustainability

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Healthcare and Environmental

Healthcare – Healing with Dignity Sustainability – Safe Water, Safe Futures

Promoting accessible healthcare remains Amount in Amount in

a key pillar of the Company’s CSR strategy. Project Agency Project Agency
` Lakhs ` Lakhs
From critical cancer care to community
health missions, TDPS ensured that Palliative Care Services for Cancer Bangalore Hospice 20.00 Installation of Community RO Plant and Trinity Care Foundation 13.00
medical aid reached those who need it Patients Trust Rainwater Harvesting System
most. Project Fire Watch 101 – Fire Safety Beyond Carlton 12.00
Training
Medical Support at Manipal Hospital, Manipal Foundation 25.00
Bengaluru

Healthy India Mission Raj Prakash Trust 25.00

Sports – Backing Dreams, Fuelling

Determination

Believing in the power of sports to unite

Amount in
and uplift, TDPS extended support to Project Agency
` Lakhs
athletic and para-athletic excellence.
Sports Excellence Trust Company-driven 25.00
Support for Olympic and Para-Olympic Olympic Gold Quest 15.00
Athletes

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THE BOARD

The Power Behind Every

Strategic Move
TDPS is guided by a Board of Directors The Board brings together professionals with diverse
whose extensive industry experience backgrounds across engineering, finance, operations,

and strategic oversight continue to

sustainability, and governance. This diversity enables a wide- The Power Behind Decisions That Deliver
ranging yet cohesive approach to decision-making, supporting
shape the Company’s growth and the Company’s ability to navigate complexity with focus and
long-term direction. Their leadership perspective. Each member contributes distinct insight and
industry knowledge, reinforcing a governance structure built
brings clarity, balance, and discipline
on transparency, accountability, and ethical standards. The
for making key decisions, ensuring Board plays an active role in setting strategy, monitoring
alignment with the Company’s values performance, addressing risks, and fostering innovation across
and priorities. the organisation.

Through regular meetings and committee engagements, the

Board maintains close oversight of essential functions, including
finance, compliance, corporate social responsibility, and human
capital. This thoughtful and engaged leadership continues to
guide TDPS with integrity and intention. Mr. Nikhil Kumar Mr. Ramakrishna Varna Ms. M. N. Varalakshmi
Managing Director Chief Operating Officer Chief Financial Officer

Meet the Board

Mr. Mohib N. Khericha Mr. Nikhil Kumar Ms. Prabhamani S Mr. Vinay Hegde Mr. Swapnil Kaushik Mr. Kamachiraja M
Chairman & Non-Executive Director Managing Director Non-Executive Director Global Head - Sales & Marketing Director, Business Development Head, Services

Ms. Prathibha Sastry Mr. Rahul Matthan Mr. Alexander Olsson Ms. Ramya Ramesh Mr. Bharat Rajwani
Independent Director Independent Director Independent Director Global Head, Supply Chain Company Secretary & Compliance Officer
(Up to June 30, 2025)
Head of Information Technology
(w.e.f. July 1, 2025)

26 Annual Report 2024-25 TD Power Systems Limited 27

Corporate Information
[Link] Statutory Auditors
CIN: L31103KA1999PLC025071
Varma & Varma
Chartered Accountants
Registered Office & Unit 1 Bengaluru - 560 043
# 27, 28 & 29, KIADB Industrial Area
Dabaspet, Nelamangala Taluk
Secretarial Auditor
Bengaluru Rural District Bengaluru – 562 111, India
Tel: + 91-80-2299 5700/6633 7700 Sudhir V. Hulyalkar
Fax: + 91-80-7734 439/2299 5718 Company Secretary in Practice
Bengaluru - 560 004
Unit 2
Survey No. 59/2, Yedehalli Village Cost Auditors
Dabaspet, Nelamangala Taluk Rao, Murthy & Associates Cost Accountants
Bengaluru Rural District Bengaluru - 562 111, India
Bengaluru - 560 004

Japan Branch Office

Investor Information Stock Exchanges
3-3 Kitashinagawa
(Where the shares of the Company are listed)
3 Chome, Shingawa-KU Tokyo,
Japan Zip code No. 140-0001 BSE Limited - 533553
National Stock Exchange of India Ltd – TDPOWERSYS

Wholly Owned Subsidiaries

Registrar and Transfer Agents (RTA)
DF Power Systems Private Limited
TD Power Systems (USA) Inc. MUFG Intime India Private Limited
(formerly known as Link Intime India Private Limited)
TD Power Systems Europe GmbH
[Link]
TD Power Systems Jenerator Sanayi AS –Turkey
[Link]@[Link]

Bankers
Investors grievance redressal e-mail id
Bank of Baroda
[Link]@[Link]
Kotak Mahindra Bank
HDFC Bank Limited

28 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

DIRECTORS’ REPORT

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

FINANCIAL RESULTS
(`in lakhs)
Particulars For the year ended
March 31, 2025 March 31, 2024
Revenue from operations and other Income 128,849.06 100,738.01
Earnings before interest, tax, depreciation and amortisation including other 23,107.13 18,714.38
income and exceptional item
Finance cost 305.84 30.96
Depreciation and amortisation 1,885.07 2031.45
Profit before Tax (PBT) including exceptional items 20,916.22 16,651.97
Tax expense 5,545.22 4,234.15
Profit after Tax (PAT) including exceptional item 15,371.00 12,417.82
Other Comprehensive Income (Net) (75.35) (192.08)
Total Comprehensive Income including exceptional item 15,295.65 12,225.74
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 `25,441.04 lakhs in fiscal 2025 as compared to
`28,111.05 lakhs, or 27.91%, to `128,849.06 lakhs in Fiscal `18,360.03 lakhs in fiscal 2024. The Profit before tax
2025 from `100,738.01 lakhs in Fiscal 2024. Earnings including exceptional item increased by `6,945.15 lakhs,
Before interest, tax, depreciation and amortisation or 42.82%, to `23,165.35 lakhs in Fiscal 2025 as compared
including other income and exceptional item (EBITDA) to `16,220.20 lakhs in Fiscal 2024. The Profit after tax
increased by `4,392.75 lakhs or 23.47% to `23,107.13 including exceptional item increased by `5,622.59
lakhs in fiscal 2025 as compared to `18,714.38 lakhs in lakhs, to `17,457.51 lakhs in Fiscal 2025 as compared to
fiscal 2024. Profit before tax including exceptional item `11,834.92 lakhs in Fiscal 2024. Total comprehensive
increased by `4,264.25 lakhs, or 25.61%, to `20,916.22 income increased by `5,771.08 lakhs or 49.90% to
lakhs in fiscal 2025 from `16,651.97 in fiscal 2024. `17,335.82 lakhs in fiscal 2025 compared to `11,564.74
Profit after tax including exceptional item increased lakhs in fiscal 2024.
by `2,953.18 lakhs to `15,371 lakhs in Fiscal 2025 from The standalone and consolidated financial statements
`12,417.82 lakhs in fiscal 2024. Total comprehensive for the fiscal ended March 31, 2025 forming part of this
income increased by `3,069.91 lakhs or 25.11% to Annual Report, have been prepared in accordance with
`15,295.65 lakhs in fiscal 2025 as compared to `12,225.74 the Indian Accounting Standards (Ind AS) as notified by
lakhs in fiscal 2024. Exceptional items represent the Ministry of Corporate Affairs.
provision for diminution in the value of investment of
`300 lakhs being 50% of the carying investment value in DIVIDEND
its whole owned subsidiary DF Power Systems Private During the fiscal 2025, the Company paid a final dividend
Limited. of `0.60/- (Sixty paise) per equity share with a face value
The net worth of the Company in fiscal 2025 stands at of `2/- each for the fiscal 2024, following shareholders’
`83,588.56 lakhs (including Capital redemption reserve) approval. Additionally, the Board of Directors declared
as compared to `70,111.64 lakhs in fiscal 2024. an interim dividend of `0.60/- (Sixty paise) per equity
On a consolidated basis, the total income increased by share having a face value of `2/- each for the fiscal 2025
`28,568.52 lakhs, or 28.10%, to `1,30,241.12 lakhs in during their meeting held on October 29, 2024. The
Fiscal 2025 as compared to `1,01,672.60 lakhs in Fiscal total cash outflow during this fiscal 2025 amounted to
2024. Earnings Before interest, tax, depreciation and `1,874.20 lakhs, comprising payments for both the final
amortisation including other income & exceptional dividend for fiscal 2024 and interim dividend for fiscal
item (EBITDA) increased by `7,081.01 lakhs or 38.5% to 2025.

TD Power Systems Limited 29

DIRECTORS’ REPORT (CONTD.)

The Board of Directors of your Company has Regulations”) is available on the Company’s website at
recommended a final dividend of `0.65/- (Sixty-five [Link].
paise) per equity share (face value of `2/- each) for fiscal
2025, entailing a cash outflow approx. `1,015.19 lakhs. TRANSFER TO INVESTOR EDUCATION AND
The dividend payable is subject to tax deducted at PROTECTION FUND AUTHORITY (IEPF)
source as applicable. The aforesaid dividend is subject to Pursuant to Section 124 of the Companies Act, 2013 (“the
approval of shareholders at the ensuing Annual General Act”) read with the Investor Education and Protection
Meeting (AGM) of the Company. Fund Authority (Accounting, Audit, Transfer and
The Dividend Distribution Policy, in terms of Regulation Refund) Rules 2016, the following remittance/transfer
43A of the SEBI (Listing Obligations and Disclosure was made by the Company to IEPF during the fiscal
Requirements) Regulations, 2015 (“SEBI Listing 2025.

DIVIDEND REMITTED
During the year, the Company transferred the dividend which remained unclaimed/unpaid for a period of seven years
to IEPF as below:

Year Nature of dividend Dividend per share Date of Declaration Date of Transfer to IEPF Amount
2016-17 Final `1.80 27th September 2017 18th November 2024 `29,462.20/-

SHARES TRANSFERRED
During the year, the Company transferred the shares in respect of which the dividend remained unclaimed/unpaid for
a period of seven years to IEPF as below:
Year Nature of Shares Number of Shares Date of Transfer to IEPF
2016-17 Equity Shares 80 28th November, 2024

CHANGES IN SHARE CAPITAL & THE COMPANY’S PARTICULARS OF LOANS, GUARANTEES OR

TDPSL EQUITY BASED COMPENSATION PLAN 2019 INVESTMENTS
(PLAN) The details of loans, investments, securities and
The paid-up equity capital of the Company as of March guarantees are disclosed in notes no.6 and 7 of the
31, 2025 was `31,23,67,224 (comprising 15,61,83,612 Standalone Financial Statements for the year ended
Equity Shares with a face value of `2/- each) as compared March 31, 2025. All loans have been repaid by the
to `31,23,40,202 (comprising 15,61,70,101 Equity Shares subsidiaries and none of them have any outstanding
with a face value of `2/- each) as on March 31, 2024. loans with the Company. The advance bank &
During the fiscal 2025 under the TDPSL Equity Based performance guarantees were issued to customers on
Compensation Plan 2019: behalf of subsidiary companies for business purposes.

14,075 ESARs (2,185 ESARs of face value 10/-) were

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
exercised by the grantees, resulting in the issuance and
MADE WITH RELATED PARTIES
allotment of 13,511 equity shares with a face value of `2
All transactions with related parties are placed before the
each.
Audit Committee for its approval. An omnibus approval
The said plan is in compliance with the SEBI (Share Based
is obtained for the related party transactions, which are
Employee Benefits and Sweat Equity) Regulations, 2021
repetitive in nature. In case of transactions which are
(“Regulations”). A certificate from Secretarial Auditors of
unforeseen, the Audit Committee grants an omnibus
the Company that the plan is implemented in accordance
approval to enter into such unforeseen transactions,
with the said Regulations has been obtained and it
provided the transaction value does not exceed the
shall be made available at the ensuing Annual General
limit of `1 Crore per transaction, in a financial year.
Meeting for inspection by members. The applicable
The Audit Committee reviews all transactions entered
disclosure as stipulated under the Regulations with
into pursuant to the omnibus approvals so granted, on a
respect to the plan is disclosed in Annexure 10 to the
quarterly basis.
report and available on the website of the Company at
[Link].

30 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

DIRECTORS’ REPORT (CONTD.)

Transactions entered into with related parties during 178(3) of the Companies Act, 2013 is available on the
the fiscal year 2025 were at arm’s length basis and in Company’s website [Link]. There has been no
the ordinary course of business. During the year under change in the policy since the last fiscal year. We affirm
review, there were no transactions for which consent of that, the remuneration paid to the directors is as per the
the Board was required to be taken in terms of Section terms laid out in the Nomination and Remuneration
188(1) of the Act. The details of material transactions in policy of the Company. Details of Policy on directors
term of the Company’s policy for determining material appointment and remuneration form part of the
related party transaction under Regulation 23 of SEBI Corporate Governance Report appended as Annexure 9.
Listing Regulations is disclosed in Form AOC-2 which is
appended as Annexure 2 to the Report. The said policy is SUBSIDIARIES
available on the Company's website [Link] As of March 31, 2025, the Company has four (4) wholly
[Link]. owned subsidiaries - DF Power Systems Private Limited
(an Indian Subsidiary), TD Power Systems (USA) Inc., in
MANAGEMENT DISCUSSION AND ANALYSIS the United States of America, TD Power Systems Europe
Pursuant to Regulation 34 read with Schedule V of SEBI GmbH in Germany and TD Power Systems Jenerator
Listing Regulations, the Management Discussion and Sanayi Anonim Sirketi in Turkey. All above subsidiaries
Analysis Report covering operations, performance and are directly owned 100% by the Company.
outlook of the Company is appended as Annexure 8 to Furthermore, during the year, the Board of Directors
the Report. reviewed the affairs of the said subsidiaries every quarter.
In accordance with Section 129(3) of the Companies
CORPORATE GOVERNANCE REPORT Act, 2013, read with Rule 8 of Companies (Accounts)
In terms of Regulation 34 read with Schedule V of SEBI Rules, 2014, the Company has prepared its consolidated
Listing Regulations, a report on Corporate Governance financial statements, including all the said subsidiaries
along with a Compliance Certificate issued by a which form part of this Report. A statement containing
Practicing Company Secretary is appended as Annexure the salient features of the financial statements of the
9 and forms an integral part of this Report (hereinafter said subsidiaries in the prescribed format Form AOC-1 is
referred to as “Corporate Governance Report”). appended as Annexure 1 to the Report.
Note on Code of conduct, Board evaluation, Board In accordance with Section 136 of the Act, the audited
Diversity Policy, Training of independent directors - financial statements, including the consolidated financial
familiarisation of directors, Whistle Blower policy/Vigil statements and related information of the Company and
mechanism & Nomination and Remuneration policy audited accounts of each of its subsidiaries, are being
form part of the Corporate Governance Report. made available on our website [Link]. These
documents will also be available for inspection during
DECLARATION BY INDEPENDENT DIRECTOR business hours at our registered office in Bengaluru,
The Company has received the necessary declaration India.
from Independent Directors that they meet the criteria A review of the operations of the subsidiaries is as
of independence laid down in Section 149(6) of the Act, follows:
rules made thereunder and Regulation 16 and other
applicable provisions of SEBI Listing Regulations. INDIAN SUBSIDIARY
No businesses were undertaken in this subsidiary during
POLICY ON DIRECTORS’ APPOINTMENT AND
the fiscal year. The total revenue of the Company during
REMUNERATION
fiscal 2025 is `6.50 lakhs being interest on deposits with
The current policy is to have an appropriate mix of bank. After accounting for other fixed costs, the earnings
executive and independent directors to maintain the before interest, tax, depreciation & amortisation
independence of the board and separate its functions of including other income amounts to a loss of `6.23 lakhs.
governance and management. The loss after tax is `6.23 lakhs as compared to `5.59
The policy of the Company on directors’ appointment lakhs in the previous year ended March 31, 2024. The
and remuneration, including criteria for determining net worth of the Company as of March 31, 2025 continues
qualifications, positive attributes, independence of to be positive.
directors and other matters as required under Section

TD Power Systems Limited 31

DIRECTORS’ REPORT (CONTD.)

US SUBSIDIARY The Company is experiencing increased activity levels,

The total income of the Company during fiscal 2025 is with a higher volume of offers being sent out and we
`14,564.49 lakhs as compared to `3,823.25 lakhs in Fiscal anticipate that order intake will grow in the upcoming
2024. The profit after tax for the year is `1,519.84 lakhs year.
in fiscal 2025 as compared to `168.28 lakhs in fiscal 2024. TDPS generators have gained full acceptance among
The total comprehensive income (after accounting for major OEMs and packagers in North America, Central
foreign exchange difference on translation of foreign America, and South America. All our current partners
operations) for the fiscal 2025 is `1,466.39 lakhs as in these regions are highly satisfied with TDPS's pricing,
compared `135.74 lakhs in fiscal 2024. During fiscal 2025 lead times and overall support.
the Company has repaid the entire outstanding loan of
$4,25,000 to the Holding Company. GERMAN SUBSIDIARY
The market for TDPS Generators in North America, The total income of the Company during fiscal 2025 is
Central America, and South America continues to `21,623.38 lakhs as compared to `11,664.29 lakhs in fiscal
expand greatly. The current outlook for critical markets 2024. Profit before tax is `458.87 lakhs in fiscal 2025
such as Oil & Gas, onshore pipelines, fracking, and as compared to `308.44 lakhs in fiscal 2024. The total
offshore drilling/production are improving under the comprehensive income (after accounting for foreign
new US Administration, which is limiting the barriers exchange difference on translation of foreign operations)
for new projects. With the current world situation for the fiscal 2025 is `286.54 lakhs as compared to `135.17
and the immense pressure being applied due to high lakhs in fiscal 2024.
energy costs, more opportunities will be available for us. The gas engine market has been the major highlight
Power support for new AI data facilities is driving ever of the year, showing remarkable growth globally and
expanding demand for our gas turbine driven generator is expected to remain stable in the coming year. The
products. steam turbine generator market also saw significant
The renewables and steam markets remain somewhat growth, driven primarily by the combined cycle, waste-
soft with few new hydro projects in North America. to-heat and heat recovery sectors. The hydro turbine
There are opportunities in the geothermal energy sector, generator market remained stable throughout the year
however, participation by US office is limited due to the and is expected to continue at a similar pace next year.
location of OEMs for geothermal turbines (Europe). Solar We have added new customers to our portfolio, creating
and wind projects are not accessible to us. The majority strong potential for future business in both the generator
of hydro activity involves the rehabilitation of existing and motor sectors. Overall, the European market grew
facilities and equipment, although we see some potential significantly this year and the trend is expected to
opportunities in this area. continue with a positive growth rate of around 20% in
the coming year.
Opportunities in the steam sector are active, particularly
in Latin and South America for applications in sugar/
TURKEY SUBSIDIARY
ethanol, pulp, biomass and waste heat markets.
The total income of the Company during fiscal 2025
The steam and gas markets present significant growth
is `1,510.54 lakhs as compared to `593.98 lakhs in
opportunities. In the upcoming year, growing Co-gen
fiscal 2024. The loss before tax in fiscal 2025 is `25.35
projects, hydrogen plants, projects related to sugar,
lakhs as compared to `355.97 lakhs in fiscal 2024. The
ethanol, paper, water, and Oil sand & replacement
total comprehensive loss (after accounting for foreign
machines present good opportunities in the Steam
exchange difference on translation of foreign operations)
generator market. Efforts are underway to maximise
for the fiscal 2025 is `5.67 lakhs as compared to `383.85
these opportunities with captive OEMs and packagers.
lakhs in fiscal 2024.
In the gas market, we aim to increase our participation
in land-based projects with new machines, approved The Turkish market continues to face a significant
products for mobile applications with existing customers, downturn in local manufacturing projects, primarily
and certain new projects, including replacements. due to the ongoing economic slowdown and the
Government’s incentive policy favouring locally
During the year, new customers were added & special
manufactured power equipment, including generators.
project machines were also supplied by the Company.
This trend remains unchanged, and the outlook remains
Efforts are also being made to strengthen the presence
bleak.
of our products in the market with existing customers.

32 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

DIRECTORS’ REPORT (CONTD.)

INTERNAL FINANCIAL CONTROL AND ADEQUACY with the Act and SEBI Listing Regulations, the Company
The Company has designed and implemented a process has five (5) Committees of the Board as on March 31, 2025
driven framework for Internal Financial Controls i.e. Audit Committee, Nomination and Remuneration
(“IFC”) within the meaning of the explanation to Section Committee, Stakeholders Relationship Committee,
134(5)(e) of the Act. The Board is of the opinion that the Corporate Social Responsibility Committee and Risk
Company’s IFC is commensurate with the nature and Management Committee.
size of its business operations and operates effectively During the fiscal 2025, Board and Committees meetings
with no material weakness. The Company has a process were held as prescribed. The details of such meetings
in place to continuously monitor the IFC, identify gaps, are provided in the Corporate Governance Report that
if any, and implement new and/or improved controls forms part of this Report. As prescribed by the Act, the
wherever the effect of such gaps would have a material maximum gap between any two meetings of the Board
effect on the Company’s operations. did not exceed 120 days.
Pursuant to provisions of the Act and Articles of
DIRECTORS’ RESPONSIBILITY STATEMENT Association of the Company, Mr. Mohib N Khericha (DIN:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, 00010365) retires by rotation at the ensuing 26th Annual
with respect to the Directors’ Responsibility Statement, General Meeting of the Company and being eligible,
it is hereby confirmed that: offers himself for re-appointment.
a. In the preparation of the annual accounts for the During the fiscal 2025, Mr. Rahul Matthan, (DIN:
fiscal ended March 31, 2025, the applicable Indian 01573723) and Mr. Karl Olof Alexander Olsson (DIN:
accounting standards (Ind As) have been followed 10433826) were appointed as Independent Directors of
along with proper explanation relating to material the Company for a term of 5 years, with effect from April
departures; 01, 2024 until March 31, 2029.
b. The directors have selected such accounting policies
and applied them consistently and made judgments KEY MANAGERIAL PERSONNEL
and estimates that are reasonable and prudent so In terms of the Act, Mr. Nikhil Kumar, Managing
as to give a true and fair view of the state of affairs Director, Ms. M N Varalakshmi, Chief Financial Officer
of the Company at the end of the Fiscal and of the and Mr. Bharat Rajwani, Company Secretary, are the
profit and loss of the Company for that period; Key Managerial Personnel of the Company as of March
c. 
The directors have taken proper and sufficient 31, 2025.
care for the maintenance of adequate accounting
records in accordance with the provisions of this RISK MANAGEMENT
Act for safeguarding the assets of the Company A policy on Enterprise Risk Management has been
and for preventing and detecting fraud and other developed and implemented by the Company to oversee
irregularities; various risks that the Company may encounter including
d. The directors have prepared the annual accounts on strategic, commercial, safety, operations, compliance,
a going concern basis; internal control and finance, cyber risk etc. Further
details on Risk Management, indicating development,
e. 
The directors, have laid down internal financial
identification of elements of risk and their mitigation
controls to be followed by the Company and that
measures are provided in the Management Discussion
such internal financial controls are adequate and
and Analysis Report appended as Annexure 8 to the
were operating effectively and
Report.
f. The directors have devised proper systems to ensure
The Board has constituted a Risk Management
compliance with the provisions of all applicable
Committee, which is responsible for implementation,
laws and that such systems were adequate and
monitoring, evaluating the adequacy and periodically
operating effectively.
reviewing the Risk Management Policy considering
the changing industry dynamics and the requirements
BOARD OF DIRECTORS’, COMMITTEES & MEETINGS
of the SEBI Listing Regulations. The Enterprises Risk
The details of composition of the Board and its
Management Policy is made available on the Company’s
committees are disclosed in the report on Corporate
website at [Link].
Governance forming part of this Report. In compliance

TD Power Systems Limited 33

DIRECTORS’ REPORT (CONTD.)

AUDITORS & REPORTS 2025, is made available on the website of the Company at
[Link].
STATUTORY AUDITORS
M/s. Varma & Varma, Chartered Accountants, CONSERVATION OF ENERGY, RESEARCH AND
Bengaluru, were re-appointed as Statutory Auditors of DEVELOPMENT, TECHNOLOGY ABSORPTION,
the Company at the 23rd Annual General Meeting (AGM) FOREIGN EXCHANGE EARNINGS AND OUTGO
held on September 27, 2022 for a period of 5 years, Information required under Section 134(3)(m) of the
commencing from the conclusion of 23rd AGM till the Companies Act, 2013 read with Rule 8 of the Companies
conclusion of 28th AGM. (Accounts) Rules, 2014 for the fiscal 2025 in relation to
The Auditors’ Report on the financial statements for the Conservation of Energy, Technology Absorption
the fiscal year 2025 does not contain any qualification, and Foreign Exchange Earnings and Outgo appended as
reservation or adverse remark. There have been no Annexure 3 to the Report.
instances of fraud committed against the Company by
BUSINESS RESPONSIBILITY & SUSTAINABILITY
its officers or employees during the year reportable by
REPORT (BRSR)
the Auditors in terms of Section 143(12) of the Act.
The BRSR in terms of Regulation 34(2) of SEBI Listing
SECRETARIAL AUDITOR Regulations is appended as Annexure 11 of this report.
As required under Section 204 of the Act and rules The said report has been prepared in accordance
made thereunder, the Board appointed Mr. Sudhir V with SEBI Guidelines for Business Responsibility and
Hulyalkar, Practicing Company Secretary, Bangalore, as Sustainability Reporting. The said report indicates the
the Secretarial Auditor for the fiscal 2025. Company’s performance against the nine principles
of the National Guidelines on Responsible Business
The Secretarial Auditors’ Report for the fiscal 2025 does
Conduct.
not contain any qualification, reservation or adverse
remark nor any instances of fraud committed against
PARTICULARS OF EMPLOYEES AND RELATED
the Company by its officers or employees during the
DISCLOSURES
year. The Secretarial Auditors’ Report is appended as
The information as required under Section 197 of the
Annexure 7 to the Report.
Act, read with Rule 5(1) of the Companies (Appointment
As provided in the SEBI Listing Regulations, the
and Remuneration of Managerial Personnel) Rules, 2014
certificate on corporate governance and Directors’
is provided in Annexure 4 to the Board’s Report.
appointment and continuation on the Board of Directors
The particulars of employees drawing remuneration
forms part of the Corporate Governance Report. These
in excess of limits set out in Rule 5(2) of the Companies
certificates are issued by Mr. Sudhir V. Hulyalkar, a
(Appointment and Remuneration of Managerial
practicing Company Secretary and do not contain any
Personnel) Rules, 2014, are provided in Annexure 5
qualification, reservation or adverse remarks.
to the Board’s Report. However, as per the provisions
COST AUDITOR, COST ACCOUNTS AND RECORDS of Section 136 of the Act, the Annual Report is being
sent to all the members of the Company, excluding the
In terms of Section 148 of the Companies Act 2013,
aforesaid information. The said information is available
read with the Companies (Cost Records and Audit)
for inspection by the members at the registered office of
Amendment Rules, 2014, M/s. Rao, Murthy and
the Company, up to the date of the ensuing AGM. Any
Associates, Cost Accountants, Bangalore, were
member interested in obtaining such particulars may
appointed as Cost Auditors of the Company for the fiscal
write to the Company Secretary at the registered office
2025. In terms of Section 148 of the Act, the Company
of the Company.
has maintained cost accounts for the year ended March
31, 2025, as prescribed which are subject to a Cost Audit.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

DISCLOSURE The Corporate Social Responsibility (CSR) Committee of

the Board sets the Company’s CSR Policy. The details of
EXTRACT OF THE ANNUAL RETURN composition of the CSR Committee, terms of reference
In accordance with Section 92(3) read with 134(3) of the and Annual Report on CSR activities as required under
Act, the Annual Return of the Company as of March 31, the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are as per Annexure 6 and form an integral

34 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

DIRECTORS’ REPORT (CONTD.)

part of this Report. Your Company’s Corporate Social in the Business Responsibility and Sustainability
Responsibility Policy (CSR Policy) is available on the Report of this Annual Report.
website of the Company at [Link] 9. During fiscal 2025, the Company has not transferred
any amount to reserve.
SECRETARIAL STANDARD
The Company complies with the secretarial standards on GREEN INITIATIVE
meetings of the Board of Directors and General Meetings As part of this initiative, hitherto soft copies of the
issued by the Institute of Company Secretaries of India. Annual Report and the Notice of Annual General Meeting
were sent to all members whose email addresses are
GENERAL registered with the Company/Depository Participants.
Your Directors state as follows: Physical copies of the same were sent in the permitted
1. No significant or material orders were passed by mode only to members whose email addresses were
the Regulators or Courts or Tribunals impacting the unavailable.
going concern status and the Company’s operations Further MCA General Circular No.09/2024 dated
in the future. September 19, 2024, SEBI Circular No. SEBI/HO/CFD/
2. There was no issue of equity shares with differential CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024
rights, as to voting, dividend or otherwise. exempts companies from the provision of dispatching
3. Details of shares issued during this fiscal 2025 under hard copies of the Annual Report for this fiscal 2025.
TDPSL Equity Based Compensation Plan 2019 have Accordingly, soft copies of the Annual Report 2025 and
been disclosed above and no sweat equity shares the Notice of the General Meeting will be emailed to
were issued. shareholders. However, the hard copy of the full annual
report will be sent to those shareholders who request the
4. There were no deposits covered under Chapter V of
same. Members whose email ID is not registered with
the Companies Act, 2013.
the Company may write to [Link]@tdps.
5. During the year, no loan has been given by the [Link] or [Link]@[Link] for obtaining
Company to the TDPSL Employee Welfare Trust for the soft copy of the Annual Report and Notice of AGM.
the purchase of its own shares under TDPSL Equity
Based Compensation Plan 2019. ACKNOWLEDGEMENT
6. 
The Managing Director draws a part of his Your Directors place on record their appreciation of the
remuneration from TD Power Systems Europe contribution and support of the employees at all levels.
GmbH. They also place on record their appreciation of the
7. 
The Company has in place an Anti-Sexual continued support and faith extended during the year
Harassment Policy in line with the requirements of by the Company’s customers, suppliers, bankers and
the Sexual Harassment of Women at the Workplace shareholders.
(Prevention, Prohibition and Redressal) Act, 2013.
8. Internal Complaints Committee (ICC) has been set For and on behalf of the Board of Directors
up to redress complaints received regarding sexual
harassment. The details of sexual harassment
complaints that were filed, disposed of, and Ahmedabad Mohib N. Khericha
pending during the financial year are provided May 12, 2025 Chairman

TD Power Systems Limited 35

ANNEXURE - 1

FORM AOC - 1

Statement containing the salient features of the Financial Statements of Subsidiaries/Associate Companies/Joint
Ventures
[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014]

Part “A”: Subsidiaries

(Amount in `lakhs)
Name of the Subsidiary DF Power TD Power TD Power TD Power
Systems Pvt. Ltd. Systems (USA) Systems Europe Systems
Inc. GmbH Jenerator Sanayi
Anonim Sirketi
The date since when subsidiary was 22nd September, 20th February, 13th January, 2016 21st June, 2017
acquired/ Incorporated 2008 2013
Reporting period for the subsidiary NA NA NA NA
concerned, if different from the
holding Company’s Reporting
period
Reporting Currency and Exchange INR USD EURO Turkish Lira (TL)
rate as on the last date of the - 1USD = `85.05 1 EUR = `91.49 1 TL =`2.25
relevant Fiscal in the case of foreign (Buy Rate) (Buy Rate) (Buy Rate)
subsidiaries (1) - 1USD= `86.05 1 EUR = `93.36 1 TL =`2.25
(Sell Rate) (Sell Rate) (Sell Rate)
- 1USD = `85.55 1 EUR = `92.43 1 TL =`2.25
(Avg. Rate) (Avg. Rate) (Avg. Rate)
Share Capital 600.00 481.78 414.12 159.35
Reserves and Surplus 230.36 582.99 825.05 663.82
Total Assets 832.24 7,225.61 14,814.46 1,677.57
Total Liabilities 1.88 6,160.84 13,575.29 854.40
Investments - - - -
Total Revenue - 14,471.43 21,615.00 1,492.97
Profit/(Loss) before taxation (6.23) 1,576.63 458.87 (25.35)
Provision for taxation - 56.79 159.76 -
Profit/(Loss) after taxation (6.23) 1,519.84 299.11 (25.35)
Comprehensive Income - (53.45) (12.57) 19.68
Total Comprehensive income (6.23) 1,466.39 286.54 (5.67)
Proposed Dividend - - - -
Extent of shareholding (in 100 100 100 100
percentage)
Notes: (1) All foreign assets are translated using the buying exchange rate and foreign liabilities using the selling exchange rate, as of the
last date of the fiscal year 2025. The average exchange rate is applied for total revenue, profit/(loss) before taxation, profit/(loss) after
taxation and comprehensive income.
There are no subsidiaries which are yet to commence operations or sold during the fiscal 2025.

Part “B”:
Associates and Joint Ventures - The Company has no Associates or Joint Ventures.

For and on behalf of the Board of Directors

Mohib N. Khericha Nikhil Kumar

Chairman Managing Director
May 12, 2025 Ahmedabad Frankfurt

36 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 2

FORM AOC – 2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under
fourth proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

All transactions made during the fiscal 2025 were at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis for the fiscal 2025 as follows:
There have been material contract/arrangement/transactions with TD Power Systems Europe GmbH and TD
Power Systems (USA) Inc , wholly owned subsidiaries of the Company. The details of transactions are as follows:

Name(s) of the Nature of Duration of Salient terms of the Date(s) of approval by the Amount
related party contracts/ the contracts contracts or arrangements Board, if any paid as
and nature of arrangements/ arrangements / or transactions including the advances, if
relationship transaction transactions value, if any: any
TD Power Payment terms: not exceeding
Systems 180 days.
Europe GmbH Advance against Purchase
order -Back to back basis with
subsidiary Company terms.
Advance/Performance The transactions are
guarantee Back to back with periodically placed before
subsidiary Company terms. the Audit Committee
These
Sale and Transactions value for FY and Board for noting.
transactions
purchase 2024-25 `23,708.54/- lakhs As they are between the
are ongoing in
transaction, holding company and its Nil
TD Power nature and do Payment terms: not exceeding wholly-owned subsidiary,
Loan, Interest on
Systems (USA) not have a fixed 180 days.
loan conducted at arm’s length
Inc duration. Advance against Purchase and in the ordinary
order -Back to back basis with course of business, Board
subsidiary Company terms. approval is not required.
Advance/Performance
guarantee Back to back with
subsidiary Company terms.
Transactions value for FY
2024-25 `12,610.76 lakhs
Notes:
1. The definition of material contract or transaction is not defined under the Companies Act, 2013 therefore the Company
determines materiality of its transactions as defined in its policy for determining material related party transaction with
related party and the explanation provided under regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015.
2. Special resolution under first proviso to section 188 of the Act and SEBI Listing Regulations is not applicable as these inter-
corporate transactions were entered into with the wholly owned subsidiaries of the Company.
3. For further details on related party transactions, please refer to note 45 of the accompanying standalone financial statements
for the Financial Year ended on March 31, 2025.

For and on behalf of the Board of Directors

Mohib N. Khericha Nikhil Kumar

Chairman Managing Director
May 12, 2025 Ahmedabad Frankfurt

TD Power Systems Limited 37

ANNEXURE – 3

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
[Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]
A. Conservation of Energy Details as of March 31, 2025
1 Steps taken or impact on conservation A systematic energy conservation approach for both of its manufacturing
of energy units upgraded from time to time. The following steps were taken;
- Replacement of high wattage 2ft*2ft square and 6inch round CFL
lights with LED Blub, use of less energy consumption due KWH
reduction by 30%. (Both Unit 1 & Unit 2)
- 
Migrated from manual process to Robotic systems for certain
procedures of Rotor coil looping operation, resulting 75% of energy
consumption reduction and enhanced work efficiency.
- Training engagement program for workers on continues basis on
effective use of sources.
- Administrative control to maintain uses of power consumptions in
shop floors and offices more effectively and on need basis.
- DC Motor (480 Kw) test setup for generator testing replaced by AC
motor (315 Kw) up to 2.3 MW machines.
With the above measures, about 59,208 units of power (`5.62 lakhs p.a.)
and about 144,200 units of power (`12.63 lakhs p.a.) were saved in both
Unit I & II respectively.
2 Steps taken by the Company for The Company has the option to utilise renewable energy sources to reduce
utilising alternate sources of energy dependency on grid power and diesel during periods of peak demand.
3 Capital investment on energy During the year, the collective investment in energy conservation
conservation Equipment equipment for both units was `151.92 lakhs.
B Technology Absorption
1 Efforts made towards technology The Company undertakes R&D activities focused on optimising know-
absorption how and improving products, processes and systems related to equipment.
Efforts towards technology absorption include the development and
manufacturing of induction and synchronous generators as part of our
R&D initiatives. Prototype development and production activities are
currently underway.
Additionally, the following process improvements have been implemented
across both units to enhance efficiency;
- A robotic rotor coil looping machine has been installed in place of a
conventional type of machine.
- Manual electrical pendant operations for all large cranes have been
upgraded to remote control operations for better efficiency.
- 
50 Tons Job rotators with self-aligned setup implemented for
bigger frame stator rewinding purpose improving both safety and
efficiency.
- A new AC Motor test bed has been installed in place of DC Motor
test bed for testing Generators up to 2.3 MW machines, resulting in
improved performance monitoring and process efficiency.
These efforts are aimed at strengthening internal capabilities and
supporting product development.
2 Benefits derived like product The initiates taken, have resulted in product quality improvement,
improvement, cost reduction, product process effectiveness, conservation of energy, substantial reduction
development or import Substitution in power consumption and consequent reduction in carbon emission,
instances of mitigating risk of unsafe incidents.
3 In case of imported technology Not applicable
(imported during the last three years
reckoned from the beginning of the
FY),

38 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 3 (CONTD.)

B Technology Absorption
a. Technology Imported
b. Year of Import
c. Has technology been fully
absorbed Not applicable
d. If not fully absorbed, areas where
this has not taken place, reasons
thereof
Expenditure incurred on Research
(`In lakhs)
and Development
a. Capital Nil
b. Recurring `825.98
c. Total `825.98
d. Total R&D expenditure as a
0.65%
percentage of turnover
C Foreign Exchange Earnings and
Outgo
Earnings in foreign Exchange [Value
of Exports on FOB basis]
Export of goods calculated on FOB `62,333.21 lakhs
basis.
Royalty, Knowhow, professional and `1,073.67 lakhs
consultancy fees
Total `63,406.88 lakhs
Foreign Exchange outgo (Expenditure
`14,736.06 lakhs
in foreign currency)

For and on behalf of the Board of Directors

Mohib N. Khericha Nikhil Kumar

Chairman Managing Director
May 12, 2025 Ahmedabad Frankfurt

TD Power Systems Limited 39

ANNEXURE – 4

Details of Ratio of Remuneration of Director [Section 197(12), of the Companies Act, 2013, read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014]
Sl. Particulars Details
No
i. The ratio of the remuneration of each director to Name of the Designation Ratio to the
the median remuneration of the employees of the Director Median
Company for the financial year Mr. Nikhil Kumar Managing Director 18:1
ii The percentage increase in remuneration of each Particulars % Increase
director, Chief Financial Officer, Chief Executive Mr. Nikhil Kumar – Managing Director Nil
Officer, Company Secretary or Manager, if any, in Mr. Bharat Rajwani - Company Secretary. 20%
the Fiscal. Ms. M N Varalakshmi-CFO 11.50%
III. The percentage increase in the median 10%
remuneration of employees in the fiscal
IV. The number of permanent employees on the rolls 814
of Company
V. Average percentile increase already made in the The average annual Increase in the salary of employees
salaries of employees other than the managerial (including senior management, FTE/TT, workmen, MGT
personnel in the last Fiscal and its comparison etc.) was in the range of 12%. The increase in remuneration
with the percentile increase in the managerial is in line with the market trends. The increase in managerial
remuneration and justification thereof and point salaries for the year was 10%.
out if there are any exceptional circumstances for
increase in the managerial remuneration
VI. Affirmation that the remuneration is as per the Yes
remuneration policy of the Company

For and on behalf of the Board of Directors

Mohib N. Khericha Nikhil Kumar

Chairman Managing Director
May 12, 2025 Ahmedabad Frankfurt

40 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 6

Annual Report on Corporate Social Responsibility • Rehabilitation and remedial support program for
Activities (CSR) children with learning difficulties, in partnership
[Pursuant to Section 135 of the Companies Act, 2013 read with the Spastics Society of Karnataka.
with Companies (CSR) Rules, 2014 as amended] • 
Construction of a Model Anganwadi in
Brief outline on CSR Policy of the Company partnership with United Way of Bengaluru at
Thippagundanahalli village, Nelamangala Taluk,
The CSR policy of the Company outlines its commitment
Bangalore Rural.
to contributing towards sustainable and inclusive
development through structured and impactful • Support to Govt. schools with basic utilities around
initiatives. The policy serves as a guiding framework the Company’s premises.
for undertaking activities that promote the well- • 
Palliative care services to cancer patients in
being of society and the environment. The Company’s partnership with Bangalore Hospice Trust.
CSR initiatives focus on key areas such as education, • Support to the Healthy India Mission, initiated
healthcare, environment, sports and other socially by Dr. B Ramana Rao, providing free medical
relevant sectors. The Policy aims to ensure that the CSR treatment, healthcare equipment and mid-day
activities undertaken result in meaningful impact in the meals to underserved rural communities in T
communities. The policy also sets out a formal process Begur, Bangalore.
for planning and implementation of CSR activities based
• Initiated the “Fire Watch101” project in partnership
on the recommendations of the CSR Committee and
with Beyond Carlton, supporting burns victims
with the approval of the Board of Directors. It ensures
and caregivers affected by fire disasters at Victoria
proper governance, transparency and compliance
Hospital, Bangalore.
with the statutory requirement. The policy is aligned
• 
Medical support to patients from diverse
with the requirements of the Companies Act 2013 and
backgrounds, including BPL families at Manipal
activities undertaken pursuant to this policy are based
Hospital, Bangalore.
on Schedule VII of the Companies Act. The policy on CSR
is uploaded on the Company’s website. • 
Support to athletes and para-athletes in their
preparation for the Paris 2024 & LA 2028 Olympics
CSR activities:
and Paralympics.
In pursuance of the CSR policy, several CSR initiatives
• Supported Initiatives promoting sports excellence
were undertaken by the Company during the year,
and community welfare in partnership with Sports
either directly or through NGOs. Key highlights of the
Excellence Trust.
activities are as follows:
• 
Contribution towards skill development in
• 
School Readiness Program (Early Childhood
automotive engineering by supporting a student-
Education) in partnership with Keyed Foundation
led race car project at the National Institute of
in Govt. Schools, Bengaluru.
Technology Karnataka, Surathkal.
• 
Installation of Solar Rooftop PV Power System
• Installation of Community RO Water Plant and
in partnership with Trinity Care Foundation in
Rainwater Harvesting System in partnership with
Government Schools, Bengaluru.
Trinity Care Foundation in Gerehalli, Tumkur.

Composition of CSR Committee:

Sl. Name of Director Designation / Nature of Number of meetings of Number of meetings of CSR
No. Directorship CSR Committee held Committee attended during the
during the year year
i) Ms. Prathibha Sastry Chairperson-Non executive 1 1
Independent Director
ii) Mr. Nikhil Kumar Member, Executive Director 1 1
iii) Ms. S. Prabhamani Member, Non-Independent 1 1
Director

TD Power Systems Limited 41

ANNEXURE – 6 (CONTD.)

3. Web-link where the Composition of CSR committee, CSR Policy and CSR projects approved by the Board
are disclosed on the website of the Company.
Composition of the CSR Committee Link: [Link]
governance
CSR Policy Link: [Link]
governance
CSR Projects Link: [Link]
responsibility
4. Executive summary along with web-link(s) of Not applicable
Impact Assessment of CSR Projects carried out in
pursuance of sub-rule (3) of rule 8, if applicable
5 Average net profit of the Company as per sub-section `12,122.68 lakhs
(5) of section 135.
Two percent of average net profit of the Company as `242.45 lakhs
per sub-section (5) of section 135.
Surplus arising out of the CSR Projects or Nil
programmes or activities of the previous financial
years.
Amount required to be set-off for the financial year, Nil
if any.
Total CSR obligation for the financial year [(b)+(c)- `242.45 lakhs
(d)]
6 Amount spent on CSR Projects (both Ongoing Project `254.35 lakhs
and other than Ongoing Project).
Amount spent in Administrative Overheads Nil
Amount spent on Impact Assessment, if applicable Nil
Total amount spent for the Financial Year [(a)+(b)+(c)]. `254.35 lakhs
6. (e) CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (in `)
Spent for the Total Amount transferred to Amount transferred to any fund specified under
Financial Year. Unspent CSR Account as per Schedule VII as per second proviso to section
(in `) section 135(6). 135(5).
Amount. Date of Name of the Amount. Date of
transfer. Fund transfer.
254.35 lakhs Not applicable
6 (f) Excess amount for set off, if any:
Sl. Particulars Amount (in `)
No.
(i) Two percent of average net profit of the Company as per section 135(5) 242.45 lakhs
(ii) Total amount spent for the Financial Year 254.35 lakhs
(iii) Excess amount spent for the financial year [(ii)-(i)] 11.90 lakhs
(iv) Surplus arising out of the CSR projects or programs or activities of the previous NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 11.90 lakhs

42 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 6 (CONTD.)

7. Details of Unspent CSR amount for the preceding three financial years:

1 2 3 4 5 6 7 8
Sl. Preceding Amount Balance Amount Amount transferred Amount Deficiency,
No. Financial transferred Amount in Spent to a Fund as specified remaining to if any
Year to Unspent Unspent in the under Schedule VII be spent in
CSR Account CSR Account Financial as per second proviso succeeding
under under Year (in to sub-section (5) of financial
subsection (6) subsection (6) `Lakh) section 135, if any year
of section 135 of section 135 (in `Lakh)
(in `Lakh) (in `Lakh)
Amount Date of
(in `). transfer.
1 2023-24 Nil Nil Nil Nil Nil Nil -
2 2022-23 Nil Nil Nil Nil Nil Nil -
3 2021-22 16.00 Nil Nil Nil NA Nil -
8. Details of Capital Assets Created/Acquired during the Financial Year:
The number of Capital Assets Created/Acquired- 07
Sl. Short Particulars Pin code of Date of Amount Details of entity/Authority/beneficiary of the
No. of the Property or the property Creation of CSR registered owner
Asset(s) (including of asset(s) Spent (`) CSR Reg. Name Registered
complete address Number Address
and location of the
property)
1 Rooftop Solar Power 572107 November 25 lakhs CSR00003858 Trinity No.74,4th Main
Plant – Govt. High 12, 2024 Care Road, Vivek
School, Bellavi. Foundation Nagar Extension,
2 Rooftop Solar Power 572118 Bengaluru-560047
Plant- Govt. School,
Nagavalli.
3 Rooftop Solar Power 572120
Plant
[Link] School,
Sirivara.
4 Rooftop Solar Power 572120
Plant
[Link] School,
Thondagere.
5 Rooftop Solar Power 562132
Plant Karnataka
Public School,
Thyamagondlu.
6 RO Water Plant 572106 October 10, 13 lakhs
with Rainwater 2024
Harvesting System
Oblapura Village
Panchayat,
Gerehalli,Tumukur.
7 Anganwadi 562111 November 22.99 CSR00000324 United No.5, Crimson
Construction 22, 2024 lakhs Way of Court, 3rd Floor,
Thippagundanahalli Bengaluru Jeevan Bhima
Village, Nagar, Bangalore
Kuluvanahalli GP,
Nelamagala Taluk

TD Power Systems Limited 43

ANNEXURE – 6 (CONTD.)

5. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5)
– Not applicable.

For and on behalf of the Board of Directors

Mohib N. Khericha Nikhil Kumar Prathibha Sastry

Chairman Managing Director Chairperson – CSR committee
May 12, 2025 Ahmedabad Frankfurt Bangalore

44 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 7

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
TD Power Systems Limited
Bengaluru

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by TD Power Systems Limited (CIN: L31103KA1999PLC025071) (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing my opinion thereon.
Based on my verification of the Company‘s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during
the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by TD Power
Systems Limited (“the Company”) for the financial year ended on March 31, 2025, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’):
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(d) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (No
instances for compliance requirements during the year);
(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021;
(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (No
instances for compliance requirements during the year);
(g) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; and
(h) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (No instances for
compliance requirements during the year);
(i) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (No instances for compliance
requirements during the year);

TD Power Systems Limited 45

ANNEXURE – 7 (CONTD.)

(j) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
vi. All other Labour, Employee and Industrial or factory Laws to the extent of necessary permissions, licenses,
compliance mechanisms, controls and any violations noted by the respective authorities as applicable to the
Company;
I have also examined compliance with the applicable clauses of Secretarial Standards issued by the Institute of Company
Secretaries of India.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above wherever applicable.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. Changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with provisions of the Act.
Adequate notices were given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were
sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions were carried through majority and recorded in the minutes and there were no dissenting views.
I further report that there are adequate systems and processes in the Company commensurate with size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period there were following specific actions having major bearing on the Company’s
affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above:
1. The Company has issued and allotted 13,511 equity shares of `2 each on June 20, 2024 to the eligible employees of
the Company pursuant to Company’s TDPSL Equity Based Compensation Plan 2019.

SUDHIR VISHNUPANT HULYALKAR

Company Secretary in Practice
FCS No.: 6040 CP No.: 6137
Place: Bengaluru Peer Review Certificate No.6166/2024
Date: May 12, 2025 UDIN: F006040G000317934

46 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 7 (CONTD.)

Annexure to Secretarial Audit Report (Auditors Responsibility)

To,
TD Power Systems Limited
Bengaluru

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

SUDHIR VISHNUPANT HULYALKAR

Company Secretary in Practice
FCS No.: 6040 CP No.: 6137
Place: Bengaluru Peer Review Certificate No.6166/2024
Date: May 12, 2025 UDIN: F006040G000317934

TD Power Systems Limited 47

ANNEXURE 8
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS Persistent geopolitical strain and elevated policy
unpredictability continue to cast a shadow over the
Global Economy
global environment. These factors have undermined
The International Monetary Fund (IMF) has adjusted business sentiment and constrained the viability of
its global growth projections, indicating a nuanced long-term capital deployment. Nonetheless, resilient
equilibrium between economic resilience and emerging consumption patterns and renewed dynamism in
headwinds. Global GDP growth is anticipated to select emerging markets provide a partial offset to the
decelerate to 2.8% in 2025, down from an estimated prevailing caution.
3.3% in 2024. A modest rebound is expected in 2026,
On a more encouraging front, global inflation is expected
with growth forecasted at 3.0%. Although these figures
to ease. Headline inflation is projected to decline to 4.3%
remain below the historical average of 3.7% recorded
in 2025 and further to 3.6% in 2026. This outlook reflects
between 2000 and 2019, they suggest a semblance of
upward adjustments for advanced economies and
macroeconomic stability amid prevailing uncertainties.
marginal downward revisions for emerging markets
A confluence of structural shifts and policy recalibrations and developing economies in 2025.
is actively transforming the global economic landscape.
The direction of global trade in the coming years will be
Chief among these is the expansive tariff regime
heavily influenced by the development of tariff regimes.
introduced by the United States under President Trump,
If the current tariffs remain in place, they may place a
which imposes a general 10% levy on nearly all USA
burden on export-driven sectors and drive-up costs
imports. Announced countervailing tariffs on key trade
across the value chain. Alternatively, progress in trade
partners, including the European Union, Japan, South
negotiations may ease prevailing tensions, alleviate
Korea, and Taiwan, remain provisional, pending the
detrimental impacts, and contribute to the resurgence
resolution of ongoing deliberations.
of investor trust in cross-border markets.

Real GDP Growth (in %)

Region 2024 2025 2026

World 3.3 2.8 3.0

USA 2.8 1.8 1.7

Euro Area 0.9 0.8 1.2

Latin America and the Caribbean 2.4 2.0 2.4

The Middle East and Central Asia 2.4 3.0 3.5

Emerging and Developing Asia 5.3 4.5 4.6

Sub-Saharan Africa 4.0 3.8 4.2

*Note: CY 2025 and CY 2026 numbers are estimated.
Indian Economy in the 2025 forecast compared to the January 2025
In a volatile global environment marked by an ongoing update, reflecting the impact of heightened global
tariff concern and unpredictability in the US trade trade tensions and growing uncertainty. However, the
policy, India is set to maintain its lead as the fastest- Indian economy remains supported by strong domestic
growing major economy. While the global economy fundamentals. Growth is being driven by robust private
grapples with the possibility of a United States recession and government consumption, along with a positive
and significant deceleration in China, India’s growth contribution from net exports. The IMF notes a steady
outlook continues to be comparatively resilient. expansion in India’s economic activity, underpinned
particularly by firm rural consumption.
According to the April 2025 edition of the IMF’s World
Economic Outlook, India’s economy is expected to At the sectoral level, the performance of India’s core
grow by 6.2% in 2025 and 6.3% in 2026, maintaining a industries continues to reinforce the economy’s
solid lead over global and regional peers. The April strength. The combined Index of Eight Core Industries
2025 edition of the WEO shows a downward revision (ICI) registered a provisional growth of 3.8% in March

48 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

2025 compared to March 2024. Sectors such as cement, recorded positive year-on-year growth, reflecting
fertilisers, steel, electricity, coal and refinery products continued infrastructure momentum and industrial
activity.
Performance of Eight Core Industries
Year Coal Crude Oil Natural Refinery Fertilisers Steel Cement Electricity Overall
Gas Products Index
Weight 10.33 8.98 6.88 28.04 2.63 17.92 5.37 19.85 100.00
Fiscal 2013 103.2 99.4 85.6 107.2 96.7 107.9 107.5 104.0 103.8
Fiscal 2014 104.2 99.2 74.5 108.6 98.1 115.8 111.5 110.3 106.5
Fiscal 2015 112.6 98.4 70.5 108.8 99.4 121.7 118.1 126.6 111.7
Fiscal 2016 118.0 97.0 67.2 114.1 106.4 120.2 123.5 133.8 115.1
Fiscal 2017 121.8 94.5 66.5 119.7 106.6 133.1 122.0 141.6 120.5
Fiscal 2018 124.9 93.7 68.4 125.2 106.6 140.5 129.7 149.2 125.7
Fiscal 2019 134.1 89.8 69.0 129.1 107.0 147.7 147.0 156.9 131.2
Fiscal 2020 133.6 84.5 65.1 129.4 109.8 152.6 145.7 158.4 131.6
Fiscal 2021 131.1 80.1 59.8 114.9 111.6 139.4 130.0 157.6 123.2
Fiscal 2022 142.3 77.9 71.3 125.1 112.4 163.0 156.9 170.6 136.1
Fiscal 2023 163.5 76.6 72.4 131.2 125.1 178.1 176.0 185.2 146.7
Fiscal 2024 182.7 77.1 76.8 135.9 129.8 200.4 185.7 198.3 157.8
Fiscal 2025 192.0 75.4 75.9 139.7 133.5 214.1 197.4 208.4 164.9

Inflation dynamics have also undergone subtle shifts in working in unison to efficiently generate and regulate
recent months. In response to slowing growth and global current.
headwinds, the Reserve Bank of India implemented
The global generator market is projected to reach USD
a second consecutive 25 basis point rate cut on April
51,996.9 Million in 2025, reflecting a steady year-on-
9, 2025. These easing measures are widely viewed
year increase as demand continues to rise across both
as calibrated interventions aimed at cushioning the
industrial and residential applications. By 2029, the
economy without stoking inflationary pressures.
global generator market is expected to scale up to USD
Complementing this macroeconomic backdrop, the
72,663.1 Million, driven by infrastructure development,
Union Budget for Fiscal 2025-26 is aligned with the
energy transition needs, and backup power demand.
broader objective of sustaining growth through targeted
initiatives. Strategic priorities include advancing Global Generator Market Size and Forecast (2025-2029)
agricultural development, supporting domestic
Year Market Size (USD Million)
manufacturing under the ‘Make in India’ programme 2025 51,996.9
and accelerating skill development to drive employment 2026 56,182.0
generation. 2027 60,940.5
Global Generator Market 2028 66,386.2
2029 72,663.1
Generators are machines that convert mechanical
energy into electrical power, serving a diverse range of The growth of the global generator market is primarily
applications from continuous power supply to emergency fuelled by rapid industrialisation and the increasing
backup and supplementary power requirements. These adoption of construction equipment, particularly in
machines are widely used in industrial, commercial, and developing nations such as India, China, South Korea,
residential settings to meet power demands, especially South Africa, and Brazil. In these countries, an increase
in regions with unreliable electricity infrastructure. A in urbanisation has accelerated industrial activities.
typical generator unit comprises several components, However, persistent power outages and unstable
including an engine, fuel cell, alternator, main assembly, electricity infrastructure remain significant challenges,
and cooling and exhaust systems, among others, all creating an urgent need for dependable backup power

TD Power Systems Limited 49

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

sources. As many growing urban centres face inadequate Gas Turbines

power generation capacity and limited transmission By 2032, the gas turbine market size is projected to
and distribution (T&D) infrastructure, generators are expand from USD 25.26 Billion in 2025 to USD 34.75
becoming a crucial solution to bridge the energy gap. Billion, with a CAGR of 4.66%. The gas turbine market
Segment-Wise Insights: Stationary vs. Portable in the US is projected to grow significantly, reaching
an estimated value of USD 4.05 Billion by 2032, driven
In 2025, the stationary generator segment is projected
by the global transition to natural gas-based power
to strengthen its dominance, accounting for 76.7% of the
generation and technological advancements to improve
global generator market. This steady rise reflects the
the efficiency of turbines.
growing preference for high-capacity, long-duration
backup power solutions, particularly across industrial Advancements in materials and diagnostics are
and commercial sectors. Meanwhile, the portable enhancing the reliability and durability of gas turbines,
generator segment is expected to account for 23.3% of leading to longer operating lifespans and reduced
the market, maintaining its relevance in residential and downtime. New designs and control systems are making
small-scale applications. gas turbines more flexible, allowing them to adapt to
the fluctuating electricity demand and integrate with
By 2029, the share of stationary generators is expected
renewable energy sources.
to reach 80.1%, further solidifying their position as
the primary choice for reliable and scalable power Hydro Generators
generation. In contrast, the portable generator The hydro generators sector is on track to surpass
segment is forecasted to decline marginally to 19.9%, USD 301.61 Billion by 2034, bolstered by investments
amid increasing investments in permanent backup in renewable energy and the rapid development
infrastructure and microgrid systems. of hydropower projects, especially in Asia-Pacific.
Projected Market Share of Stationary and Portable Countries like China, India, and Southeast Asian nations
(2025-2029) are investing heavily in hydropower projects to meet
Year Stationary (%) Portable (%) escalating energy demands sustainably. Small and micro
2025 76.7 23.3 hydropower installations are gaining popularity, catering
2026 77.5 22.5 to localised energy needs. Additionally, digitalisation is
2027 78.3 21.7 on the rise, with the integration of real-time monitoring
2028 79.2 20.8 and control systems enhancing operational efficiency.
2029 80.1 19.9 The region’s commitment to renewable energy and the
Steam Turbine potential of untapped hydropower resources continue to
Demand for steam turbines is expected to drive the drive market trends.
market to reach USD 29.58 Billion by 2032. Increasing Europe is estimated to witness the fastest expansion, with
demand for electricity worldwide and the rising demand the hydro generator market experiencing a resurgence
for on-site power generation are the key market drivers in the region. This renewed focus has reignited interest
boosting the growth of the steam turbine market in the in the sector, leading to a resurgence in investments
future. and developments. Significantly, offshore hydropower
Due to a rise in the demand for on-site power generation projects, especially in the North Sea region, are rapidly
and a promising future for steam-intensive industries, expanding. This expansion is driving an increased
industrial application is expected to increase. demand for specialised hydro generators, highlighting
Additionally, the steam turbine market share will increase the region’s dedication to harnessing the potential of
with increased applicability in sugar plants, refineries, clean and sustainable energy from hydropower sources.
pulp & paper industries, and chemical facilities. The Diesel Generator
business dynamics will be aided by favourable policies
Growth in the diesel generator market is anticipated
on the expansion of power-generating capacity to meet
to push its valuation to USD 37.03 Billion by 2032. The
the rising electricity demand and reduce the demand-
US market is expected to grow significantly, reaching
supply gap.
an estimated USD 6.10 Billion by 2032, driven by

50 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

rising power outages, natural disasters, and increasing gases. Furthermore, nuclear-driven turbines, while
concerns around grid reliability. offering low carbon emissions, generate hazardous
The consumption of oil & gas has increased tremendously waste with long-term environmental risks. In response,
owing to their increasing applications across diverse several countries are actively promoting gas-based
industry verticals. Additionally, growing discoveries generation as a cleaner and more sustainable transitional
of new large hydrocarbon reserves, along with the solution in their energy mix.
exploitation of offshore wells, are set to cater to the As the energy landscape evolves, gas turbines are
demand for diesel gensets. expected to play a critical role in enabling cleaner power
The increasing need to address the rising production generation, ensuring grid reliability, and supporting
activities across the world is set to boost the demand for decarbonisation targets globally.
diesel gensets. Furthermore, increasing expenditures Gas Engine
and investments to deliver efficient energy management
The gas engine market is expected to expand to USD
across different sectors are set to present new growth
8.08 Billion by 2032, with significant growth projected
opportunities for the diesel generator market.
in the U.S. due to rising demand for outdoor power
Gas Generator equipment and construction machinery. Gas engines
Forecasts suggest the gas generator market will reach find applications in several industries, including
USD 8.62 Billion by 2032, supported by an increasing industrial machinery, power generation, and automotive
demand for energy and accelerated industrial systems. The market’s growth is largely driven by
development. rapid technological progress, which has resulted in the
development of gas engine systems that are both highly
The substantial growth across multiple industries,
efficient and durable. These technological innovations
coupled with the global population increase, is expected
have significantly enhanced gas engines’ performance
to increase the demand for reliable and continuous
and flexibility, enabling their use across a wide range of
power solutions. The key role of information and
sectors.
communication technology in this trend is evident, as
every data centre requires a generator to avert power Simultaneously, the increasing global focus on clean
outages. Additionally, gas-fired generators are widely and energy-efficient solutions is driving higher
used in both commercial and industrial applications to demand for gas engines, especially within the power
meet the rising demand for electricity. This will likely generation sector. In response to growing efforts to
result in strong revenue growth for the natural gas reduce carbon emissions and adopt sustainable energy
generator in the forecasted period. systems, governments and industries are introducing
supportive policies, including regulatory measures and
Gas Turbines
tax incentives, to promote this transformation.
The global gas turbines market is projected to reach
USD 34.75 Billion by 2032. The rising global demand for MOTORS
electricity, combined with increasing environmental
Induction Motors
concerns, is driving a shift away from conventional fossil
Projected to grow substantially, the induction motors
fuel-based power generation. Governments worldwide
industry is set to reach USD 44.8 Billion by 2032,
are progressively phasing out coal-fired steam plants
propelled by increasing automotive manufacturing
and replacing them with cleaner alternatives such as
demand and broader industrial applications.
combined-cycle power plants powered by gas turbines.
These turbines predominantly use natural gas, which Additionally, induction motors find extensive
produces fewer greenhouse gas emissions compared to application across a wide range of industries where
coal and oil-based systems. operational efficiency is of paramount importance. These
motors are frequently utilised as a component in pumps,
Coal-based power generation remains one of the largest
hoists, lifts, electric shavers, cranes, crushers, and oil
contributors to harmful emissions and global warming.
extraction equipment due to their low cost, long-lasting
In contrast, gas turbines emit significantly lower levels
durability, minimal maintenance, and versatility. With
of pollutants, including carbon dioxide and other toxic

TD Power Systems Limited 51

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

the continued growth of industrial and manufacturing Threats

sectors, the demand for induction motors is expected to • Policy Shifts: Abrupt alterations in subsidies for
increase. fossil fuels or renewable energy sources have
Traction Motor the potential to destabilise established market
structures.
Traction motors are specialised electric motors used
in electric and hybrid vehicles to convert electrical Supply Chain Vulnerabilities: Heavy reliance
• 
energy—typically from batteries or hybrid power on imported raw materials, including rare earth
metals, increases exposure to geopolitical and
sources—into mechanical force to drive the wheels.
trade-related risks.
These motors are widely used in electric cars, trains,
and buses, offering high torque at low speeds, which is Climate Change Impacts: Water scarcity and
• 
essential for smooth acceleration and energy-efficient extreme climate events may adversely impact
performance. In line with this, the global traction motor hydroelectric projects or extreme weather
market is projected to reach USD 35.32 Billion by 2034. damaging infrastructure.

In India, the traction motor market is gaining Skill Gaps: A shortage of engineers proficient
• 
in AI, digital twin modelling, and next-gen
momentum, driven by the electrification of the railway
grid technologies may impede technological
network and modernisation efforts. The transition
advancement.
from diesel to electric traction, mainly using 25 kV AC
overhead systems, has increased the use of DC series and Company Overview & Outlook (Business Outlook)
three-phase induction motors across locomotives, metro TD Power Systems Ltd. (hereafter referred to as ‘The
trains, and EMUs. Government-led initiatives aimed at Company’ or ‘TDPS’) is a premier manufacturer of AC
boosting domestic manufacturing and R&D are further generators, serving the needs of steam, gas, hydroelectric,
supporting the growth and reliability of traction motor and diesel-based power plants. The Company offers an
deployment across the rail sector. extensive portfolio of AC generators to varied power
Synchronous Motor generation demands. The Company’s product spectrum
comprises steam turbine generators up to 250 MW,
The global synchronous motor market is projected to
gas turbine generators up to 70 MW, hydro turbine
grow to USD 33.24 Billion by 2032. Increased demand
generators up to 50 MW, and diesel engine generators
for synchronous motors in automation, rising oil & gas
up to 20 MW. Beyond generators, the Company also
industry requirements, and high efficiency are the key
manufactures synchronous motors (up to 50 MW),
market drivers enhancing the market growth. induction motors (up to 20 MW), and traction motors
(up to 1,250 kW), serving a broad array of industrial and
OPPORTUNITIES AND THREATS
mobility-driven applications.
Opportunities
TDPS operates two manufacturing units in Bengaluru,
Manufacturing and Data Centres Growth: The
•  India, including one dedicated to large-format
surge in AI and data centres is driving significant generators. A third facility is being set up in the city to
new power demand, favouring clean and efficient manufacture generators, motors, sub-assemblies, and
generation equipment. components. The Company also has an international
• Increasing Demand for Smart Grids and Energy manufacturing presence through its facility in Turkey.
Storage: The rise of smart grids and decentralised As of March 31, 2025 (Fiscal 2025), the Company has
power systems requires advanced, customisable supplied 7,096 generators and 66 motors to over
generators and motors for grid stability and backup. 110 countries across the worldwide, reaffirming
Renewable Energy Integration: Demand for hybrid
•  continued global confidence in its design, reliability,
and manufacturing capabilities. This international
generators compatible with solar/wind setups in
presence underscores the fact that an Indian generator
microgrids and decentralised power systems.
manufacturer can deliver dependable products while
EV Infrastructure Growth: Rising need for high-
• 
meeting stringent testing standards and competing
capacity motors and backup power solutions for
effectively on the global stage.
charging stations.

52 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

The majority of installations are located in Asia (including Barring unforeseen events, the Company expects to
Eurasia) and the Middle East (5,107), followed by Europe have a higher level of profit driven by higher top line and
(1,268), Africa (292), North America (314), South America improved contribution in Fiscal 2026.
(55), and Oceania (292).
Breakthrough Efforts and Opportunities

SEGMENT-WISE AND PRODUCT-WISE Some of the important breakthrough orders and

PERFORMANCE qualifications from OEMs/Customers during Fiscal 2025
are as follows:
In Fiscal 2025, TDPS demonstrated steady growth
and strong momentum across key product categories, Generators
reflecting the effectiveness of its market strategy. The • The Company received an order from one of its
steam turbine generator emerged as the top revenue key customers in the steam turbine segment for
contributor, maintaining a strong position compared to installation in the oil & gas industry. The order
the previous fiscal year. This performance was supported comprises two units of 56 MW, 11 kV, 3,000 rpm
by robust demand in both export and domestic markets, generators and one unit of 18 MW, 11 kV, 1,500 rpm
reinforcing steam turbines as a cornerstone of the generator for the Hail and Ghasha Development
Company’s portfolio. Project.
Gas engines displayed impressive growth, emerging as • An order was secured from a key customer in the
one of the strongest performers with a substantial year- gas engine segment for 95 units of 4.5 MW, 15 kV
on-year increase. This upward trend was driven by a generators to be installed in the United Kingdom.
marked preference in export markets, complemented by
• Received an order from a leading Czech Republic
solid export demand, highlighting the product’s rising
company for the supply of a 77.2 MW, 13.8 kV, 3,600
popularity. Gas turbines also saw strong growth with a
rpm, 2-pole generator for installation in Saudi
significant uptick in sales, mainly driven by the AI and
Arabia.
Data Centre business in the US.
• The Company has entered into a five-year contract
Hydro products maintained a consistent performance,
with an Indian company, whose parent organisation
showing stability year-on-year, primarily supported
is headquartered in Russia, for the supply of traction
by the export and domestic market. This reliability
motors and alternators for dumper applications.
underscores hydro’s role as a steady contributor amid a
The initial order is valued at ` 18 Crore, with the
dynamic energy sector. Motors, as an emerging product
total business volume projected to reach ` 300
line, demonstrated strong growth, with a notable
Crore over the duration of the contract.
increase driven largely by export and domestic demand,
• Received an order from and Indian OEM for 20
reflecting robust momentum and strong potential for
units of 2 MW, 415 V diesel engine generators for
future growth.
fleet-support ship. The end customer is the Indian
Other product lines, such as diesel, traction, wind,
Navy.
spares and 2-pole products, remained relatively smaller
• 
Received an order from an Indian transformer
contributors. Diesel saw a slight decline, while traction
manufacturing company for the supply of 31.5
and wind showed minimal activity. Spares and 2-pole
MVA, 11 kV, 50 Hz and 7.5 MVA, 11 kV, 200 Hz MG
products held steady with no significant change and
sets, along with control panels, to be used for testing
special applications remained a niche segment with
transformers.
limited contribution.
• An order was received from an India-based OEM
Considering the strong order pipeline and emerging
for a 9.5 MW, 20 kV generator to be supplied in
opportunities, TDPS is projecting to achieve a revenue
France. This marks the Company’s first generator
of ` 1,500 Crore on a consolidated basis in Fiscal 2026.
to be supplied with a rated voltage of 20 kV.
This growth is expected to significantly contribute to
an improved EBITDA margin by leveraging operational • Received an order from an Indian OEM for an 80
efficiency. MW, 11 kV, 3,000 rpm generator for the Sanvijay
project in India.

TD Power Systems Limited 53

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

• Received an order for 22 MW, 3000 rpm, 2-pole • Repaired and refurbished an 18.8 MW, 4-pole, 11
generator from an Indian OEM for the replacement kV induction motor for the MDBFP application at
of existing Ansaldo make generator. NTPC’s Barh plant. This is a critical motor, and the
• Received an order from an Indian based company successful execution of this project positions the
for the supply of 15 MVA, 11 kV, 1500 rpm, Variable Company for further opportunities with NTPC.
frequency (45 Hz to 250 Hz) MG sets. • Supplied 1st pedestal mounted motor to a cement
• 
Successfully refurbished and commissioned a plant in India to replace a 6-decade old motor.
competitor’s generator in Nepal. The customer • First time developed and supplied six units of
expressed high satisfaction with the Company for submersible motor of rating 800 kW, 6.6 kV with
timely execution and completion of the project. enclosure protection of IP 68 and designed to
• 
Successfully supplied components for the operate at a depth of 40 metres and withstand a
refurbishment of 12.50 MVA, 187.6 rpm, 11 kV hydro pressure of 4-bar.
turbine generator of KonČar make (KonČar make The above breakthrough orders reflect promising
generators were supplied in 1970) for Dhakrani opportunities and are expected to contribute
project in India. Also, stator core assembly, winding significantly to the order book in the years to follow.
and rotor assembly has been completed by TDPS
Discussion on Financial Performance with Respect to
team at site. Operational Performance
• Supplied 67 MVA, 53.6 MW, 11 kV, 1,500 rpm, 4-pole FINANCIAL PERFORMANCE
generator to a steel plant for installation in India.
The opening order book for Fiscal 2025 was `1,18,942.03
This is the largest 4-pole generator supplied in
lakhs, including Railways business of `41,794.25 lakhs
TDPS design for installation in India.
and Turkey business of `1,682.51 lakhs. During Fiscal
• 
Successfully obtained the PESO (Petroleum and 2025 the total orders inflows is `1,47,826.95 lakhs,
Explosives Safety Organisation) certification for including `2,596.68 lakhs at Turkey. Domestic order
a 10 MW, 6.6 kV, 50 Hz, 1500 rpm generator for inflows stood at 32%, while export, including deemed
refineries project in India. exports orders stood at 68% of the order inflow.
Motors The total sales was `1,26,539.62 lakhs in Fiscal 2025 as
• 
Received a breakthrough order from Indian compared to `98,387.90 lakhs in Fiscal 2024, an increase
company for 2.4 MW, 6.6 kV induction motor along of 28.62%. Exports and deemed exports contributed 64%
with VFD for a cement plant in eastern Europe. of total sales and domestic revenues contributed 36% in
Fiscal 2025. The pending order book as of April 1, 2025
• Received an order from NPCIL to replace imported
is `1,36,801 lakhs (`1,33,912 Lakhs for India and `2,889
motor under make in India initiative – 3.2 MW,
lakhs for Turkey), including traction business of `31,637
6 kV, 20-pole vertical motors.
lakhs. The share of exports and deemed exports is 62% of
• Supplied synchronous motors of 5.2 MW, 4 kV,
order book excluding traction business.
60 Hz, 1800 rpm for installation in military campus
A brief review of the financial results on consolidated
overseas.
and standalone basis is covered in the following
• 
Supplied 3 units of 1.4 MW, 4 kV, 3600 rpm,
sections.
2-pole motors complying to API standards for pump
Consolidated Basis
application.
Total income increased by `28,568.52 lakhs, or 28.10%, to
• Supplied 7 MW, 13.2 kV squirrel cage induction
`1,30,241.12 lakhs in Fiscal 2025 from `1,01,672.60 lakhs
motor complying to API standards with IECEx
in Fiscal 2024, predominantly due to increase in sales
certification.
volume. Sales increased by `27,824.18 lakhs, or 27.81%,
• 
Supplied first totally enclosed tube ventilated
to `127,876.17 lakhs in Fiscal 2025 from `1,00,051.99
induction motors of rating 4 MW, 11 kV and
lakhs in Fiscal 2024, predominantly due to increased
1.2 MW, 6.6 kV to steel plant in India for PA and ID
sales volume. Expressed as a percentage of total income,
fan.

54 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

net sales contributed 98.18% in Fiscal 2025 from 98.41% Fiscal 2024. The profit after tax and other comprehensive
in Fiscal 2024. income was `17,335.82 lakhs in Fiscal 2025 as compared
Other income contributed 1.82% and 1.59% of the total to `11,564.74 lakhs in Fiscal 2024, an increase of 49.90%.
income in Fiscal 2025 and 2024, respectively. Other The performance review of the overseas subsidiaries is
income increased by `744.34 lakhs, or 45.93%, to covered in the Directors’ Report to the Members.
`2,364.95 lakhs in Fiscal 2025 from `1,620.61 lakhs in

Consolidated
The results of operations for the year ended March 31, 2025 and 2024 on a consolidated basis is as follows:
Particulars Fiscal 2025 Fiscal 2024
(` in lakhs) % of Total (` in lakhs) % of Total
Income Income
Income:
Sales 127,876.17 98.18 1,00,051.99 98.41
Other Income 2,364.95 1.82 1,620.61 1.59
Total Income 130,241.12 100.00 1,01,672.60 100.00
Expenditure:
Consumption of Raw Material, Stores, Spare Parts 83,084.46 63.79 65,518.70 64.44
and Components
Operating and Other Expenses 21,715.62 16.67 17,793.87 17.50
Interest and Finance Charges 305.84 0.23 30.96 0.03
Depreciation and Amortisation of Technical Know- 1,969.85 1.51 2,108.87 2.07
How
Total Expenditure 107,075.77 82.21 85,452.40 84.04
Profit before Tax & Exceptional Item 23,165.35 - 16,220.20 -
Exceptional Item - - - -
Profit before Tax 23,165.35 - 16,220.20 -
Current Tax 5,467.25 - 4,658.98 -
Deferred Tax 240.59 - (273.70) -
Profit/(Loss) after Tax 17,457.51 - 11,834.92 -
Other Comprehensive Income - -
Exchange Difference on Translation of Foreign (28.95) - (166.57) -
Operations
Income Tax on the Above (4.38) - 22.27 -
Re-measurement of Defined Benefit Plans (118.08) - (168.22) -
Income Tax on the Above 29.72 - 42.34 -
Total (121.69) - (270.18) -
Total Comprehensive Income 17,335.82 - 11,564.74 -

Fiscal 2025 compared to Fiscal 2024 Expressed as a percentage of total income, net sales
Income remain flat at 98.18% in Fiscal 2025 from 98.41% in Fiscal
2024.
Total income increased by `28,568.52 lakhs, or 28.10%, to
`1,30,241.12 lakhs in Fiscal 2025 from `1,01,672.60 lakhs Other Income
in Fiscal 2024, predominantly due to increased sales Other income contributed 1.82% and 1.59% of the total
volume. income in Fiscal 2025 and 2024, respectively.
Sales Other income increased by `744.34 lakhs, or 45.93%, to
Sales increased by `27,824.18 lakhs, or 27.81%, to `2,364.95 lakhs in Fiscal 2025 from `1,620.61 lakhs in
`1,27,876.17 lakhs in Fiscal 2025 from `1,00,051.99 lakhs Fiscal 2024, mainly due to increase in foreign exchange
in Fiscal 2024, predominantly due to increased exports gain on account of translation balances.
sales volume.

TD Power Systems Limited 55

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

Expenditure Travelling expenses increased by `229.71 lakhs, or

Total expenditure increased by `21,623.37 lakhs, 17.84%, to `1,517.29 lakhs in Fiscal 2025 from `1,287.58
or 25.30%, to `1,07,075.77 lakhs in Fiscal 2025 from lakhs in Fiscal 2024 due to the increase in travelling.
`85,452.40 lakhs in Fiscal 2024, primarily due to Postage and telephone charges decreased by `12.34
increased sales volumes. lakhs, or 18.24%, to `55.31 lakhs in Fiscal 2025 from
Consumption of Raw Material, Stores, Spare Parts, and `67.65 lakhs in Fiscal 2024.
Components Audit Fee remained flat at `28.49 lakhs in Fiscal 2025
Consumption of raw material, stores, spare parts and from `28.58 lakhs in Fiscal 2024.
components expenses increased by `17,565.76 lakhs to Legal and professional charges increased by `156.72
`83,084.46 lakhs in Fiscal 2025 from `65,518.70 lakhs in lakhs, or 20.62%, to `916.76 lakhs in Fiscal 2025 from
Fiscal 2024, primarily due to increased sales volume. `760.04 lakhs in Fiscal 2024 due to the increase in
Expressed as a percentage of total income, raw material consultancy services and product-related certifications.
consumed contributed 63.79% in Fiscal 2025 compared Bank charges increased by `103.29 lakhs, or 28.56% to
to 64.44% in Fiscal 2024. `464.93 lakhs in Fiscal 2025 from `361.64 lakhs in Fiscal
Operating and Other Expenses 2024.

The operating and other expenses increased by ` 3,921.75 Royalty charges decreased by `99.28 lakhs, or 58.10%,
lakhs, or 22.04%, to `21,715.62 lakhs in Fiscal 2025 from to `71.61 lakhs in Fiscal 2025 from `170.89 lakhs in
`17,793.87 lakhs in Fiscal 2024. Fiscal 2024 due to lower sales of product under license
agreement.
Power and fuel expenses increased by `68.97 lakhs, or
6.54%, to `1,123.45 lakhs in Fiscal 2025 from `1,054.48 Direction charges, including other expenses increased
lakhs in Fiscal 2024 on account of increased production. by `283.29 lakhs, or 30.31%, to `1,217.83 lakhs in Fiscal
2025 from `934.54 lakhs in Fiscal 2024.
Personnel expenses through salaries, wages and bonuses
increased by `857.23 lakhs, or 10.41%, to `9,088.19 lakhs Manufacturing expenses decreased by `236.54 lakhs,
in Fiscal 2025 from `8,230.96 lakhs in Fiscal 2024 on or 61.80%, to `146.21 lakhs in Fiscal 2025 from `382.75
account of salary revision to catch-up the inflationary lakhs in Fiscal 2024.
increases coupled with additional recruits. Rates and taxes increased by `133.32 lakhs, or 156.79% to
Welfare expenses increased by `495.64 lakhs, or 29.15%, `218.35 lakhs in Fiscal 2025 from `85.03 lakhs in Fiscal
to `2,195.95 lakhs in Fiscal 2025 from `1,700.31 lakhs in 2024 on account of increase in stamp duty charges.
Fiscal 2024. Software expenses increased by `331.87 lakhs, or
Rent charges increased by `80.08 lakhs, or 78.48%, to 108.03% to `639.06 lakhs in Fiscal 2025 from `307.19
`182.12 lakhs in Fiscal 2025 from `102.04 lakhs in Fiscal lakhs in Fiscal 2024 on account of upgradation of ERP
2024 primarily on account of inflationary increase from platform.
the Company’s Turkey subsidiary. Expressed as a percentage of total income, operating
Repair expenses increased by `53.55 lakhs, or 6.44%, to and other expenses was 16.67% in Fiscal 2025 when
`884.95 lakhs in Fiscal 2025 from `831.40 lakhs in Fiscal compared to 17.50% in Fiscal 2024.
2024. Interest and Finance Charges
Carriage, freight and selling expenses increased by Interest and finance charges increased by `274.88 lakhs,
`1,144.27 lakhs, or 129.85%, to `2,025.50 lakhs in Fiscal or 887.86%, to `305.84 lakhs in Fiscal 2025 from `30.96
2025 from `881.23 lakhs in Fiscal 2024 on account of the lakhs in Fiscal 2024, due to provision of interest for
increase in sales volume. MSMED vendors.
Vehicle maintenance expenses decreased by `19.41 Depreciation and Amortisation of Technical Know-How
lakhs, or 19.00%, to `82.73 lakhs in Fiscal 2025 from Depreciation and amortisation of technical know-how
`102.14 lakhs in Fiscal 2024. expense remained flat at `1,969.85 lakhs in Fiscal 2025
Insurance expenses increased by `68.11 lakhs, or 46.30%, from `2,108.87 lakhs in Fiscal 2024.
to `215.21 lakhs in Fiscal 2025 from `147.10 lakhs in Profit before Tax
Fiscal 2024.
Profit before tax increased by `6,945.15 lakhs, or 42.82%,
Printing and stationary expenses remained flat at `55.88 to `23,165.35 lakhs in Fiscal 2025 from `16,220.20 lakhs
lakhs in Fiscal 2025 from `49.41 lakhs in Fiscal 2024. in Fiscal 2024.

56 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

Taxation lakhs in Fiscal 2024, predominantly due to increase in

Tax expense increased by `1,322.56 lakhs, or 30.16%, to sales volume. Total sales increased by ` 28,151.72 lakhs,
`5,707.84 lakhs in Fiscal 2025 from `4,385.28 lakhs in or 28.61%, to ` 126,539.62 lakhs in Fiscal 2025 from
Fiscal 2024 due higher profit. ` 98,387.90 lakhs in Fiscal 2024, predominantly due to
increase in sales volume. Expressed as a percentage of
Profit after Tax
total income, net sales contributed 98.21% in Fiscal 2025
Consequently, profit after tax increased by `5,622.59 versus 97.67% in Fiscal 2024.
lakhs, to `17,457.51 lakhs in Fiscal 2025 from `11,834.92
Other income contributed 1.79% and 2.33% of the total
lakhs in Fiscal 2024.
income in Fiscal 2025 and 2024, respectively. Other
The consolidated net worth stands at `86,030.44 lakhs income decreased by `40.67 lakhs, or 1.73%, to `2,309.44
an increase of `15,517.09 lakhs over Fiscal 2024. lakhs in Fiscal 2025 from `2,350.11 lakhs in Fiscal 2024.
Standalone Basis The profit after tax and other comprehensive income
Total income increased by `28,111.05 lakhs, or 27.91%, was `15,295.65 lakhs in Fiscal 2025 as compared to
to `128,849.06 lakhs in Fiscal 2025 from `1,00,738.01 `12,225.74 lakhs in Fiscal 2024, an increase of 25.11%.
The results of operations for the year ended March 31, 2025 and 2024 on a standalone basis is as follows:
Particulars Fiscal 2025 Fiscal 2024
(Amount in % of Total (Amount in % of Total
`lakhs ) Income `lakhs ) Income
Income
Sales 126,539.62 98.21 98,387.90 97.67
Other Income 2,309.44 1.79 2,350.11 2.33
Total Income 128,849.06 100 1,00,738.01 100.00
Expenditure
Consumption of Raw Material, Stores, Spare Parts 85,526.45 66.38 65,804.03 65.32
and Components
Operating and Other Expenses 19,915.48 15.46 16,225.27 16.11
Interest and Finance Charges 305.84 0.24 30.96 0.03
Depreciation and Amortisation of Technical 1,885.07 1.46 2,031.45 2.02
Know-How
Total Expenditure 107,632.85 83.53 84,091.71 83.48
Profit before Tax and Exceptional Item 21,216.22 - 16,646.30 -
Exceptional Items (300) - 5.67 -
Profit before Tax 20,916.22 - 16,651.97 -
Current Tax 5,250.70 - 4,507.85 -
Deferred Tax 294.52 - (273.70) -
Profit after Tax 15,370.99 - 12,417.82 -
Other Comprehensive Income - -
Exchange Difference on Translation of Foreign 17.39 - (88.47) -
Operations
Income Tax on Exchange Difference on Translation (4.38) - 22.27 -
of Foreign Operations
Re-measurement of Defined Benefit Plan (118.08) - (168.22) -
Income Tax on Re-Measurement of Defined 29.27 - 42.34 -
Benefit Plan
Total (75.35) - (192.08) -
Total Comprehensive Income 15,295.65 - 12,225.74 -

TD Power Systems Limited 57

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

Fiscal 2025 compared to Fiscal 2024 Welfare expenses increased by ` 470.18 lakhs, or 29.24%,
Income to ` 2,078.28 lakhs in Fiscal 2025 from ` 1,608.10 lakhs
in Fiscal 2024.
Total income increased by `28,111.05 lakhs, or 27.91%, to
`1,28,849.06 lakhs in Fiscal 2025 from `1,00,738.01 lakhs Rent charges remained flat at `32.43 lakhs in Fiscal 2025
in Fiscal 2024, predominantly due to increase in sales from ` 33.73 lakhs in Fiscal 2024.
volume. Repair expenses increased by `53.92 lakhs, or 6.50%, to
Total sales `883.07 lakhs in Fiscal 2025 from `829.15 lakhs in Fiscal
2024.
Total sales increased by `28,151.72 lakhs, or 28.61%, to
`1,26,539.62 lakhs in Fiscal 2025 from `98,387.90 lakhs Carriage, freight and selling expenses increased by
in Fiscal 2024, predominantly due to an increase in ` 1,144.27 lakhs, or 129.85%, to ` 2,025.50 lakhs in Fiscal
export sales volume. 2025 from ` 881.23 lakhs in Fiscal 2024 on account of
increase in sales volume.
Expressed as a percentage of total income, net sales
contributed 98.21% in Fiscal 2025 versus 97.67% in Fiscal Vehicle maintenance expenses decreased by `20.26
2024. lakhs, or 22.94%, to ` 68.06 lakhs in Fiscal 2025 from
` 88.32 lakhs in Fiscal 2024.
Other Income
Insurance expenses increased by ` 56.16 lakhs, or 47.29%
Other income contributed 1.79% and 2.33% of the total
to ` 171.92 lakhs in Fiscal 2025 from ` 118.76 lakhs in
income in Fiscals 2025 and 2024, respectively.
Fiscal 2024.
Other income remained flat with a small decrease of
Printing and stationary expenses remained flat at ` 53.05
`40.67 lakhs, or 1.73%, to `2,309.44 lakhs in Fiscal 2025
lakhs in Fiscal 2025 from ` 46.89 lakhs in Fiscal 2024.
from `2,350.11 lakhs in Fiscal 2024.
Travelling expenses increased by ` 234.27 lakhs, or
Expenditure
18.61%, to ` 1,492.93 lakhs in Fiscal 2025 from ` 1,258.66
Total expenditure increased by `23,541.13 lakhs, lakhs in Fiscal 2024 due to increased travelling.
or 27.99%, to `1,07,632.84 lakhs in Fiscal 2025 from
Postage and telephone charges decreased by ` 10.50
`84,091.71 lakhs in Fiscal 2024.
lakhs, or 18.86%, to ` 45.18 lakhs in Fiscal 2025 from
Consumption of raw material, stores, spare parts and `55.68 lakhs in Fiscal 2024.
components expenses increased by `19,722.42 lakhs to
Audit fee remained flat at ` 27.68 lakhs in Fiscal 2025
`85,526.45 lakhs in Fiscal 2025 from `65,804.03 lakhs in
from `27.88 lakhs in Fiscal 2024.
Fiscal 2024, primarily due to increase in sales volume.
Legal and professional charges increased by ` 99.74
Expressed as a percentage of total income, a raw material
lakhs, or 16.20%, to ` 715.32 lakhs in Fiscal 2025 from
consumed expense contributed to 66.38% in Fiscal 2025
` 615.58 lakhs in Fiscal 2024 due to increase in
from 65.32% in Fiscal 2024.
consultancy services and product-related certifications.
Operating and Other Expenses
Bank charges increased by ` 100.21 lakhs, or 30.03% to
Operating and other expenses increased by `3,690.21 ` 433.95 lakhs in Fiscal 2025 from ` 333.74 lakhs in Fiscal
lakhs, or 22.74%, to `19,915.48 lakhs in Fiscal 2025 from 2024.
`16,225.27 lakhs in Fiscal 2024.
Royalty charges decreased by ` 99.28 lakhs, or 58.10%, to
Expressed as a percentage of total income, operating ` 71.61 lakhs in Fiscal 2025 from ` 170.89 lakhs in Fiscal
and other expenses stood at 15.46% in Fiscal 2025 when 2024 due to decrease in sales of product under license
compared to 16.11% in Fiscal 2024. agreement.
Power and fuel expense has increased by `68.97 lakhs, Direction charges, including other expenses increased
or 6.54%, to `1,123.45 lakhs in Fiscal 2025 from `1,054.48 by ` 183.24 lakhs, or 38.82%, to ` 655.31lakhs in Fiscal
lakhs in Fiscal 2024 on account increased production. 2025 from `472.07 lakhs in Fiscal 2024.
Personnel expenses through salaries, wages and bonuses Manufacturing expenses decreased by ` 236.54 lakhs,
increased by `914.04 lakhs, or 12.00%, to `8,531.48 lakhs or 61.80%, to ` 146.21 lakhs in Fiscal 2025 from ` 382.75
in Fiscal 2025 from `7,617.44 lakhs in Fiscal 2024 on lakhs in Fiscal 2024.
account of salary revision to catch-up the inflationary
increases coupled with additional recruits.

58 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

Software expenses increased by ` 331.87 lakhs, or Taxation

108.03%, to `639.06 lakhs in Fiscal 2025 from `307.19 Tax expense, including deferred tax increased by
lakhs in Fiscal 2024 on account of upgradation of ERP `1,311.07 lakhs, to `5,545.22 lakhs in Fiscal 2025 from
platform. `4,234.15 lakhs in Fiscal 2024 due to higher profit.
Rates and taxes increased by `127.66 lakhs, or 186.04%, Profit after Tax
to `196.28 lakhs in Fiscal 2025 from `68.62 lakhs in Fiscal
Profit after tax increased by `2,953.18 lakhs to
2024 on account of increase in stamp duty charges.
`15,371 lakhs in Fiscal 2025 from `12,417.82 lakhs in
Interest and Finance Charges Fiscal 2024 due to higher profit.
Interest and finance charges increased by `274.88 lakhs, Key Financial Ratios: The financial ratios, such as
or 887.86%, to `305.84 lakhs in Fiscal 2025 from `30.96 debtor turnover (trade receivables turnover), inventory
lakhs in Fiscal 2024, due to provision of Interest for turnover, current ratio, debt-equity ratio and net profit
MSMED vendors. margin (net profit ratio), have been disclosed in note no.56
Depreciation and Amortisation of Technical Know-How of the Standalone financial statements with explanation
Depreciation and amortisation of technical know-how provided. However, there were no significant changes
expense remained flat at `1,885.07 lakhs in Fiscal 2025 in these ratios compared to the previous year. The
from `2,031.45 lakhs in Fiscal 2024. additional ratios required under listing regulations are
stated below on a standalone basis.
Profits before Tax and Exceptional Items
Profit before tax and exceptional items increased by Particulars Fiscal Fiscal
`4,569.92 lakhs, or 27.45%, to `21,216.22 lakhs in Fiscal 2025 2024
2025 from `16,646.30 lakhs in Fiscal 2024.
Operating Profit Margin (%) 16.67 16.63
Exceptional Items
Exceptional items include provision for the diminution Net Profit Margin (%) 11.87 12.14
in the value of investment in Indian subsidiary DF Power
Return on Net Worth (%) 18.30 17.44
Systems Private Limited for `300.00 lakhs for the Fiscal
2025. As the Company does not have any debt on its standalone
balance sheet, Debt Equity and Interest Coverage ratios
Profit before Tax
are not applicable and have not been calculated. The
Profit before tax increased by `4,264.25 lakhs, or 25.61%,
Company continues to remain debt-free and maintains
to `20,916.22 lakhs in Fiscal 2025 from `16,651.97 lakhs
a healthy cash position.
in Fiscal 2024.

Risks and Concerns

Risks Risk Description Risk Mitigation Strategy
Economic Slowdown and Market The demand for capital goods, The Company has adopted a strategic
Concentration including those manufactured by approach to minimising market
TDPS, is inherently correlated with concentration risk through regional
both domestic and global economic diversification, increased export
growth. Excessive dependence on penetration, and a broadened product
specific markets can adversely impact suite.
overall performance.
Product Concentration The predominance of steam turbine Continued investments in R&D,
generators in the revenue mix product development, and growing
heightens exposure to market shifts, contributions from hydro, gas, and
particularly if emergent technologies other applications mitigate reliance
offer superior performance or cost- on a single product.
efficiency.
Technology Risk Rapid technological changes and Focussed R&D efforts, continuous
evolving industry standards may design upgrades, energy-efficient
impact competitiveness if not manufacturing practices, and product
addressed timely. validations by reputed bodies sustain
a technological edge.

TD Power Systems Limited 59

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

Risks Risk Description Risk Mitigation Strategy

Competition Risk Exposure to overseas OEMs The Company offers high-efficiency
increases competition from larger products at competitive prices,
global corporations with advanced maintains shorter delivery times, and
technology and financial resources. leverages its global service network to
stay competitive.
Risk from Transnational Sale of The Company’s multi-country export Strict quality control processes,
Products operations entail exposure to legal clear contractual obligations, and
obligations, regulatory complexities, adequate insurance coverage mitigate
and potential customer claims. transnational risks.
Manufacturing Facilities and Interruptions in manufacturing Sustained investment in technological
Workforce Risk operations or shortages of qualified renewal, supportive infrastructure,
personnel may hinder efficiency and safety frameworks, and talent
compromise delivery schedules. development ensures enduring
operational strength and adaptability.

Internal Control Systems and Their Adequacy programmes and clear, consistent communication
A strong internal control system has been established with all employees and stakeholders.
by the Company, proportionate to its business dynamics • Instil a sense of ownership and accountability for
and operational size. These controls are designed to SHE practices among employees, recognising their
ensure the reliability and effectiveness of core processes, active participation as integral to the successful
with a primary focus on achieving operational efficiency. execution of this policy.
They are regularly strengthened through periodic • 
Mandate that contractors, sub-contractors,
management assessments. Audit insights and related logistics providers, and affiliated agencies take
remedial actions are promptly addressed by the finance full responsibility for adhering to the Company’s
function and reported to the Audit Committee. A more established SHE protocols.
detailed account of TDPS’s internal financial controls
• 
Integrate health and safety considerations into
can be found in the Directors’ Report.
all strategic and operational decisions, including
Environment, Health and Safety procurement of equipment, material selection, and
TDPS’s management systems for environment, health, workforce assignment.
safety, and operations are certified under ISO 9001:2015, TDPS additionally applies relevant techniques, including
ISO 14001:2015, ISO 45001:2018, and EN ISO 3834-2, and risk assessments and safety audits, to monitor its
are compliant with CSA International standards. The Quality, Environmental, Health and Safety practices. The
Company maintains a zero-discharge policy and upholds Company enacts corrective actions where warranted to
stringent standards to safeguard the environment and enhance performance on a continual basis.
ensure the well-being of its employees, customers,
Material Developments in Human Resources/
suppliers, and the communities it serves.
Industrial Relations Front, Including Number of
To fulfil this obligation, the Company continuously People Employed
maintains and enhances its processes, ensuring
TDPS is committed to the continuous development and
conformity with all pertinent legal and regulatory
enhancement of its workforce, ensuring they remain
mandates, with the purpose to:
adept at adapting to advancing technologies, processes,
• Safeguard the well-being and occupational safety and techniques. Throughout Fiscal 2025, the Company
of employees and stakeholders, while contributing facilitated approximately 95 programmes in training,
meaningfully to a more sustainable and liveable awareness, and management development, covering
world. a broad spectrum of topics, including manufacturing
• Comply rigorously with all relevant Health and safety, statistical and quality analysis, testing-design
safety regulations, and incorporate individual relationships, basic electrical principles in generator
safety performance as a key criterion in evaluating design, applications of statistical process control,
career advancement within the organisation. leadership in management, upkeep of material handling
• Foster a culture of Safety, health and Environmental equipment, finance, prevention of sexual harassment
(SHE) awareness through targeted training (POSH), communication proficiency, and waste
management.

60 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

MANAGEMENT DISCUSSION AND ANALYSIS (CONTD.)

The Company adheres to the principle of equal including corporate responsibility initiatives, workforce
opportunity in recruitment and employment, participation in safety and quality improvement
irrespective of colour, race, gender, social background, programmes, language and leadership development
caste, or religion. Continuous efforts are made to foster courses, and training through licensing agreements.
an inclusive environment for women and involve them Employee relations remained peaceful and cordial
in key organisational functions.
throughout Fiscal 2025. By the close of the fiscal year,
Women employees are actively supported in taking the Company employed a total of 814 permanent staff,
on higher responsibilities, fostering both career excluding contract workers and trainees.
advancement and retention. Moreover, the recruitment
The principles of the Code of Business Conduct are
and technical training for women in manufacturing
remain a strategic priority. Currently, key leadership actively promoted across every tier of the workforce.
positions, including Chief of Finance and Head of Global Furthermore, leadership and shop floor personnel jointly
Supply Chain, are held by women. uphold open communication and work collectively to
TDPS stands by its firm belief that every woman sustain a positive, inclusive, and results-oriented work
employee has the right to work in an environment culture.
devoid of sexual harassment, intimidation, or any form Forward-Looking Statements
of inappropriate conduct. Issues are resolved promptly,
Statements contained in the Management Discussion and
with no fear of retaliation. The Company’s policy on
preventing and prohibiting sexual harassment at the Analysis describing the Company’s plans, estimates, and
workplace is fully aligned with the Sexual Harassment projections may constitute ‘forward-looking statements’
of Women at Workplace (Prevention, Prohibition within the meaning of applicable securities laws and
and Redressal) Act, 2013, ensuring that all necessary regulations. Actual results may differ materially from
preventive and corrective actions are promptly carried those expressed or implied in this report. The Company
out. undertakes no obligation to publicly amend, modify,
The Company’s leadership is consistently involved or revise any such statements in light of subsequent
in employee development and engagement efforts, developments, new information, or future events.

For and on behalf of the Board of Directors

Mohib N. Khericha Nikhil Kumar

Chairman Managing Director
May 12, 2025 Ahmedabad Frankfurt

TD Power Systems Limited 61

ANNEXURE – 9
CORPORATE GOVERNANCE REPORT
Company’s Philosophy Our Corporate Governance Report for fiscal 2025 forms
Your Company i.e. TD Power Systems Limited (“we”)/ part of this Annual Report.
(“The Company”)/(“TDPS”) is committed to ethical I. Board of Directors and Procedures
business practices and regulatory compliances and The composition of the Board of Directors as on
continues to practice good Corporate Governance. We March 31, 2025 comprised of six directors consisting
have complied with the requirements of corporate of a Non-Executive Chairman, a Managing Director
governance contained in SEBI (Listing Obligations and (“MD”), a Non-Executive Non-Independent Director
Disclosure Requirements) Regulations, 2015 (Listing and three Independent Directors. The Company’s
Regulations/LODR), particularly those relating to Board comprises two women directors out of which
composition of Board of Directors (“The Board”), one is Independent Director. The positions of the
constitution of Committees such as an Audit Committee, Chairman of the Board and the Managing Director
(Chief Executive Officer) of the Company are held
Stakeholders Relationship Committee, Nomination
by separate individuals. The Chairman of the Board
and Remuneration Committee & Risk Management
is a Non-Executive Non-Independent Director and
Committee.
one of the promoters of the Company.

A. Composition and Category of Directors, Attendance at Board Meetings and Annual General Meeting, Member-
ship of other Boards/Committees as of March 31, 2025:
Name Category Board Board Attendance Directorship in Chairmanship/
Meeting meetings at Last companies Committee
entitled attended AGM membership in other
or held during the Companies
during the year Public Private Chairman Member
year Company Company
Mr. Mohib Non- 4 4 Yes 4 1 Nil 2
N. Khericha Executive
Chairman
(Promoter)
Mr. Nikhil Managing 4 4 Yes 2 2 Nil Nil
Kumar Director
(Promoter)
Ms. S Non- 4 4 Yes 2 Nil Nil Nil
Prabhamani Executive
Non
Independent
Director
Mr. Independent 4 4 Yes 1 Nil Nil Nil
Alexander Director
Olsson
Mr. Rahul Independent 4 4 Yes 2 1 Nil Nil
Matthan Director
Ms. Independent 4 4 Yes 1 Nil Nil Nil
Prathibha Director
Sastry
Other Disclosures;
- As required under Regulation 26 of the SEBI Listing Regulations, disclosure considers chairpersonship (in
Listed Companies) and membership of Audit Committee & Stakeholders’ Relationship Committee of Public
Limited companies.
- The necessary disclosure regarding change in Committee positions, if any, have been made by all the Directors,
during the year under review. None of the Director is a Member of more than 10 Committees or Chairman of
more than 5 Committees across all Indian Listed public limited Companies in which he/she is a Director.
- None of the Directors had any relationship inter-se.

62 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

CORPORATE GOVERNANCE REPORT (CONTD.)

- As on March 31, 2025, Ms. S Prabhamani and Ms. Prathibha Sastry are Non- Executive Directors who holds
2,78,130 equity shares and 2,250 equity shares of face value of `2 each of the Company, respectively.
- None of the Non-executive Directors held convertible instruments of the Company during the fiscal 2025.
- The Company has proper systems to enable the Board to periodically review compliance Reports of all laws
applicable to the Company, as prepared by the Company.
A(i). Details of directorship of Board Members in other listed entities:
S. Particulars Name of other listed entity Category
No.
1 Mohib N. Khericha Chartered Capital and Investment Limited Managing Director
Mazda Limited Non-Executive – Non Independent Director,
Chairperson
Note: Except above, none of Directors of TDPS holds directorship in any other listed entity as of March 31, 2025.

B. Board Meetings  
Minutes of the meetings of committee of the
The Board meets at least once in a quarter to review Board of Directors.
the quarterly results and other items on the agenda.  
Significant labor problems, if any, and their
During the year, the Board met four times on May proposed solutions, wage agreements etc.
23, 2024, August 13, 2024, October 29, 2024, and  
Safety issues – fatal or serious accidents in the
February 06, 2025. The maximum gap between plants, dangerous occurrences, any material
any two Board Meetings was less than one hundred effluent or pollution problems if any.
and twenty days. Agenda papers and minutes of
 
Any material default in financial obligations if
Board meetings were circulated to directors. It
any to and by the Company.
contains vital and adequate information facilitating

Any issue, which involves possible public or
deliberations at the [Link] material
information was circulated to the directors before product liability claims of substantial nature,
the meetings or placed at the meetings, including including any judgment or order which may
the following minimum information as mentioned have passed strictures on the conduct of the
in the Part A of Schedule II of SEBI Listing Company or taken an adverse view regarding
Regulations, as and when occasion arises: another enterprise that can have negative
implications on the Company.
 
Annual Business Plan which includes capital

Matters relating to related party transactions
expenditure and manpower budget. The
capital expenditure proposals sanctioned and and statutory compliance report.
actual amounts incurred are reported on a 
Minutes of meeting of the Board of Directors,
quarterly basis. Reasons for variance between financial statements and significant
the budget and actuals are also explained. transactions relating to wholly owned
 subsidiaries.
Information on recruitment and remuneration
of senior officers just below the Board level, 
Details of any joint venture or collaboration
including appointment or removal of Chief agreement, if any.
Financial Officer and Company Secretary if 
Non-compliance of any regulatory, statutory
any. or listing requirements and shareholders
 
Report on statutory compliance, show cause service such as non-payment of dividend,
notices, penalties, demands, suits filed by/ delay in share transfer etc.
against the Company and shareholders 
Quarterly details of foreign exchange exposures
grievances, etc. and the steps taken by management to limit

Quarterly financial results for the Company the risks of adverse exchange rate movement,
and for the group companies with analysis of if material.
performance.

TD Power Systems Limited 63

CORPORATE GOVERNANCE REPORT (CONTD.)


Transactions that involve substantial payment - 
The maximum tenure of Independent
towards goodwill, brand equity, or intellectual Directors is in accordance with the Companies
property, if any. Act, 2013 and rules made thereunder, in this

Sale of investments, subsidiaries, assets which regard, from time to time.
are material in nature and not in normal course - 
During the year, separate meeting of the
of business. Independent Directors was held on March
18, 2025 without the attendance of non-
C. Code of Conduct
independent directors and members of the

The Company has in place a comprehensive management. All Independent Directors
Code of Conduct (“the Code”) applicable to all the attended the said meeting.
employees and Non-executive Directors including
- 
The Company issues formal letter of
Independent Directors. The Code gives guidance
appointment to its Independent Directors
and support needed for ethical conduct of business
and the terms and conditions of said Letter
and compliance of law. A copy of the Code has
are published on the website of the Company
been placed on the Company’s website ([Link].
[Link].
[Link]). The Code has been circulated to Directors
and Management Personnel and its compliance is - In the opinion of the Board, the independent
affirmed by them annually. A declaration signed directors of the Company fulfilled the
by the Managing Director forms part of this Report. conditions specified under SEBI LODR 2015
The code of conduct has incorporated the duties and also, they were independent towards any
of Independent Directors as laid down in the decision of the management.
Companies Act, 2013. F. 
Familiarisation Programme for Non-Executive/
D. 
Disclosure regarding Appointment or Independent Directors of the Company
Reappointment of a Director In terms of SEBI Listing Regulations, the Company
Mr. Mohib N Khericha (DIN: 00010365) retires by adopted a Familiarisation Programme for its
rotation. Non-Executive Directors including Independent
Directors comprising two segments:-
Pursuant to provisions of the Companies Act,
2013 and Articles of Association of the Company, 1. Familiarisation upon induction of new Direc-
Mr. Mohib N Khericha (DIN: 00010365) retires by tors
rotation at the ensuing 26th Annual General Meeting - Inductee was provided with a copy of
of the Company and being eligible, offers himself all the applicable codes and policies
for re-appointment. formulated and adopted by the Company.
Mr. Rahul Matthan, (DIN: 01573723) and Mr. Karl - An orientation on the Company’s products,
Olof Alexander Olsson (DIN: 10433826) have been markets, customers and functions.
appointed as Independent Directors of the Company - 
Introduction to and interaction with
for a term of 5 years, with effect from April 01, 2024 certain key members of the senior
until March 31, 2029. management of the Company.
E. Independent Directors - A detailed briefing to the inductee on the
- Independent Director means a Non-Executive roles and responsibilities as Director/
Director, who fulfils the criteria as laid down Independent Director.
in Regulation 16 read with regulation 25 of the 2. Annual Familiarisation Programme
SEBI Listing Regulations. On an annual basis, the Company briefs its
- 
None of the Independent Directors of the Directors inter alia about the Company’s
Company serve as an Independent Director in Industry structure, business model,
more than seven listed companies and where shareholder profile, financial details, Overview
any Independent Director is serving as whole- of amendments in applicable laws, their roles,
time director in any listed Company, such rights and responsibilities in the Company.
director is not serving as Independent Director The Board is also periodically briefed on the
in more than three listed companies. various changes in the regulations governing

64 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

CORPORATE GOVERNANCE REPORT (CONTD.)

the conduct of Independent Directors. The website at [Link]

above familiarisation program is placed on our relations/corporate-governance

G. Skills, expertise and competence of Directors

The table given below described the core skill, expertise and competence of directors of the Company as of March
31, 2025 as required and possessed in the context of operations of the Company:
Particulars List of core Skills/Expertise/Competencies identified by the Board
Planning Finance & Legal Administration Technical
Taxation
Mr. Mohib N Khericha √ √ √ √ √
Mr. Nikhil Kumar √ √ √ √ √
Ms. S Prabhamani √ - - √ √
Mr. Alexander Olsson √ √ √ √ √
Mr. Rahul Matthan √ √ √ √ √
Ms. Prathibha Sastry √ √ - √ -
Note: The mark is allocated based upon their competencies in the respective areas as stated above. However, in view of the
experience and current positions in respective businesses, the directors possess working knowledge in all the aforesaid areas.

H. Board Evaluation I. Remuneration of Directors


The Board monitors and reviews the Board There are no pecuniary relationships or transactions
evaluation framework. The Board works with the with the Non-Executive Directors, except for
Nomination and Remuneration Committee to lay the payment of sitting fees for attending Board/
down the evaluation criteria for the performance of Committee Meetings and consultancy charges paid
executive/non-executive/independent directors. to Ms. S Prabhamani, Director. The sitting fees
The questionnaire of the survey is a key part of the shall not exceed Rupees One Lakh per meeting of
process of reviewing the functions and effectiveness the Board or Committee or such amount as may be
of the board and identifying possible path for prescribed by the Central Government from time to
improvement. Each Board member is requested to time. No commission/share of profit is payable to
evaluate the effectiveness of the board dynamics them.
and relationship, information flow, decisions Disclosures with respect to remuneration paid to
making of the directors, relationship with the Individual Directors:
stakeholders, Company performance and strategy,
i) Details of the remuneration (sitting fee) on a
and the effectiveness of the whole board and its
standalone basis to Non-executive Directors
various committees. Feedback on each director is
for the year ended March 31, 2025:
encouraged. The evaluation process for fiscal 2025
has been completed. Particulars (`in lakhs)
Mr. Mohib N Khericha 6.40
An Independent directors’ meeting was held to
Mr. Alexander Olsson 5.20
review the following:
Ms. S Prabhamani 4.60

Review the performance of non-independent Ms. Prathibha Sastry 6.70
directors and the Board as a whole. Mr. Rahul Matthan 5.50
- Review the performance of the Chairperson of ii) 
Details of the remuneration on standalone
the Company, taking into account the views basis to Executive Director (Nikhil Kumar,
of executive directors and non-executive Managing Director) for the year ended March
directors. 31, 2025:
- Assess the quality, quantity and timeliness Particulars (`in lakhs)
of flow of information between the Company Salary & Allowances 99.66
management and the Board that is necessary Employer PF contribution 11.96
for the Board to effectively and reasonably Commission 333.00
perform their duties. Service Contract/Tenure 5 years
Notice Period NA

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CORPORATE GOVERNANCE REPORT (CONTD.)

Particulars (`in lakhs) and/ or variable remuneration payable monthly

Severance Fees Nil or annually as may be approved by the Board
Stock Options Nil on the recommendation of the Nomination and
The details of remuneration on a consolidated basis Remuneration Committee. In the case of whole
have been disclosed in note No.44 of the related party - time director including Managing Director,
statement of the consolidated financial statement.
the breakup of remuneration and quantum of
iii) Details of pecuniary relationship or transactions of
the Non-Executive Directors vis-à-vis the Company perquisites including, employer’s contribution
are given below: to P.F, medical expenses etc. shall be decided and
Sl. Name(s) of Amount Nature of approved by the Board/the person authorised by
No. the Director involved transactions the Board on the recommendation of the Committee
(`in lakhs) and approved by the shareholders, if required.
1 Ms. S 10.8 Consultancy
Minimum Remuneration
Prabhamani charges
If, in any fiscal year, the Company has no profits
J. Remuneration Policy
or its profits are inadequate, the Company shall
Policy relating to the Remuneration for the Whole pay remuneration to its Whole-time Director in
time Director, KMP and Senior Management Per- accordance with the provisions of Schedule V of
sonnel the Act (in the form as stated under “remuneration”
The remuneration/compensation/commission aforesaid) and if it is not able to comply with such
etc. to the Whole-time Director, Key Managerial provisions, with the approval of shareholders by
Personnel (KMP) and Senior Management special resolution.
Personnel will be determined by the Committee
Provisions for excess Remuneration
and recommended to the Board for approval. The
If any Whole-time Director draws or receives,
remuneration/compensation/commission etc.
directly or indirectly by way of remuneration
shall be subject to the approval of the Shareholders
any such sums in excess of the limits prescribed
of the Company, if required.
under the Act or without the prior sanction of the
The remuneration and commission to be paid to the
shareholders, where required, he/she shall refund
Whole-time Director shall be in accordance with
such sums to the Company and until such sum is
the provisions of the Act.
refunded, hold it in trust for the Company. The
Increments to the existing remuneration/ Company shall not waive recovery of such sum
compensation structure may be recommended by refundable to it unless approved by shareholders by
the Committee to the Board which should be within special resolution within two years from the date
the slabs approved by the Shareholders in the case the sum becomes refundable.
of Whole-time Director.
Profit-linked Commission
Where any insurance is taken by the Company on
The profit-linked Commission or Incentive
behalf of its Whole-time Director, Chief Financial
remuneration may be paid within the monetary
Officer (“CFO”), the Company Secretary (“CS”) and
limit approved by shareholders.
any other employees for indemnifying them against
any liability, the premium paid on such insurance Severance fees
shall not be treated as part of the remuneration In the event of determination of the contract by the
payable to any such personnel. Provided that if Company before the contract period, the Company
such person is proved to be guilty, the premium shall pay executive director, a compensation for the
paid on such insurance shall be treated as part of unexpired period of the contract at equal to and
the remuneration. same terms had the contract been continued.
Remuneration to Whole-time Director, KMP and

Stock Options
Senior Management Personnel

Pursuant to the provisions of the Act, an
Remuneration: Independent Director shall not be entitled to stock

The Whole-time Director/KMP and Senior options of the Company.
Management Personnel shall be eligible for fixed

66 Annual Report 2024-25

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CORPORATE GOVERNANCE REPORT (CONTD.)

II Board Committees: terms may be referred by the Board of Directors

A. Audit committee including the following:


The Audit Committee (“Committee”) presently Review of Management Discussion and Analysis
consists of three Independent Directors and a non- of financial condition and results of operations,
Independent Director as follows: statements of significant related party transactions
submitted by management, management letters/
Mr. Alexander Independent Director Chairman
Olsson letters of internal control weaknesses issued by
Mr. Rahul Independent Director Member the statutory auditors, Internal Audit Reports
Matthan relating to internal control weaknesses and the
Ms. Prathibha Independent Director Member appointment, removal and terms of remuneration
Sastry of the internal auditor.
Mr. Mohib N. Non-Independent Member Review inter alia related party transactions and the
Khericha Director
financial statements, minutes of Board meetings of
The constitution of the Committee meets with
the Company’s unlisted Wholly Owned Subsidiaries
the requirements of section 177 of the Companies
(“WOS”) and all significant transactions and
Act, 2013 along with Regulation 18 of SEBI Listing
arrangements entered into by the said Subsidiary.
Regulations.
B. Nomination and Remuneration Committee
All the current members of the Committee have
The Nomination and Remuneration Committee
relevant experience in financial matters and Mr.
(“Committee”) presently consists as follows:
Mohib N. Khericha is a Chartered Accountant.
The Company Secretary Mr. Bharat Rajwani is the Mr. Rahul Independent Director Chairman
Matthan
Secretary of the Audit Committee.
Ms. Prathibha Independent Director Member
The Audit Committee Chairman, Mr. Alexander Sastry
Olsson attended the 25th Annual General Meeting Mr. Mohib N. Non-Independent Member
held on Tuesday, August 13, 2024. Khericha Director
The Audit Committee met Four (4) times during The Company Secretary Mr. Bharat Rajwani is the
the fiscal ended March 31, 2025, on May 23, 2024, Secretary of the Nomination and Remuneration
August 13, 2024, October 29, 2024, and February Committee.
06, 2025. Particulars of attendance by the members During the fiscal 2025, One meeting was held on
of the Committee during the year ended March 31, March 18, 2025, and all the members were present.
2025 are as follows: The powers, role and terms of reference of the
Date of meeting Members Present Nomination and Remuneration Committee covers
May 23, 2024 All the members attended all the areas as contemplated under Regulation 19 and
August 13, 2024 the meetings. Part D of the Schedule II of SEBI Listing Regulations
October 29, 2024 and Section 178 of the Companies Act, 2013 and
February 06, includes the following:
2025
- Formulation of the criteria for determining
The Managing Director and the Chief Financial qualifications, positive attributes and
Officer attends Audit Committee meetings by independence of a Director and recommend to
invitation. The Statutory Auditors attends Audit the Board a policy, relating to the remuneration
Committee meetings as special invitees to provide of the Directors, Key Managerial Personnel and
comments and share concerns, if any, with the other employees.
Audit committee. Recommendations made by the
- 
Formulation of criteria for evaluation of
Audit Committee during the year were accepted by
Independent Directors and the Board.
the Board.
- Devising a policy on Board diversity.
The powers, role and terms of reference of the
Audit Committee covers the areas as contemplated - 
Identifying persons who are qualified to
under Regulation 18 and Part C of Schedule II of become Directors and who may be appointed
SEBI Listing Regulations and Section 177 of the in senior management in accordance with
Companies Act, 2013, as applicable, besides other the criteria laid down and recommend to the
Board their appointment and removal.

TD Power Systems Limited 67

CORPORATE GOVERNANCE REPORT (CONTD.)

Performance evaluation criteria for Independent Ms. Prathibha Independent Director Member
Directors. Sastry
The criteria for performance evaluation covers the Ms. M N Chief Financial Officer Member
areas relevant to the functioning as Independent Varalakshmi
Directors such as preparation, participation, Particulars of attendance by the members of the
conduct and effectiveness. The performance Committee during the year ended March 31, 2025
evaluation of Independent Directors was done by are as follows:
the entire Board of Directors and in the evaluation,
the Directors who are subject to evaluation did not Date of meeting Members Present
participate.
September 24, All the members were present
C. Stakeholders’ Relationship Committee 2024 in all the meetings of Risk
Stakeholders’ Relationship Committee (“The Management Committee held
March 18, 2025 during the Financial Year
Committee”) presently consists as follows:
2024-25
Mr. Mohib N. Non-Independent Chairman
Khericha Director The role and responsibilities of the Risk Management
Ms. S Non-Independent Member Committee include functions specified in Part D of
Prabhamani Director Schedule II of SEBI Listing Regulations.
Ms. Prathibha Independent Director Member E. Corporate Social Responsibility Committee
Sastry
The Corporate Social Responsibility Committee
The Company Secretary Mr. Bharat Rajwani is
(“The Committee”) presently consists as follows:
the Secretary of the Stakeholders’ Relationship
Committee. Ms. Prathibha Independent Director Chairperson
During the year one meeting was held on March Sastry
18, 2025 and all the members were present. The Mr. Nikhil Executive Director Member
Company has not received any complaint from Kumar
shareholders during the fiscal 2025.
Ms. S. Non-Independent Member
Role of the Stakeholders’ Relationship Committee
Prabhamani Director
covers the areas as contemplated under Regulation
20 and Part D of the Schedule II of SEBI Listing During the year one meeting was held on August 13,
Regulations. 2024 and all the members were present.
D. Risk Management Committee Role of the Corporate Social Responsibility
Risk Management committee (“The Committee”) Committee covers the areas as contemplated under
presently consists as follows: Section 135 and Schedule VII of the Companies Act
2013 read with The Companies (Corporate Social
Mr. Mohib N. Non-Independent Chairman
Responsibility Policy) Rules, 2014.
Khericha Director
Mr. Nikhil Executive Director Member
Kumar

III Senior Management

Our Senior Management team as of March 31, 2025, and the changes during the financial year in the senior
management team are as below:
Sl. Name Designation
No
1 Mr. Ramakrishna Varna Chief Operating Officer
2 Mr. Vinay Hegde Global Head, Sales & Marketing
3 Ms. M N Varalakshmi Chief Financial Officer
4 Mr. Swapnil Kaushik Director-Business Development
5 Mr. Bharat Rajwani Company Secretary & Compliance Officer
6 Mr. Vishwanth Hangari Head - Design and Development
8 Ms. Ramya Ramesh Head-Global Supply Chain and Information Technology
9 Mr. Krishna Murthy T.R Head - Quality Assurance
(Appointed effective October 23, 2024)

68 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

CORPORATE GOVERNANCE REPORT (CONTD.)

Sl. Name Designation

No
10 Mr. Kamachiraja M Head – Servicing
11 Mr. Prashanth Kumar Head-Human Resources
(Appointed effective February 01, 2025)
Changes during Fiscal 2025
1 Mr. Shripad Hegde Head - Quality Assurance
(Retired effective October 22, 2024)
2 Mr. Chandrashekar K B Head-Human Resources
(Resigned effective April 30, 2024)

IV. Subsidiaries of the Company Mr. Mohib N. Khericha, Mr. Nikhil

As per provision of Regulation 24 of the SEBI Kumar and Ms. S Prabhamani are Directors of TDPS
Listing Regulations, details of the subsidiaries are USA.
as follows: The financial statements of TDPS USA are reviewed
During the fiscal 2025 the Company had four Wholly by the Audit Committee and overall operational
Owned Subsidiaries (WOS) i.e. one Indian and three performance is reviewed by the Board.
overseas subsidiaries. The detailed summary of 
In terms of Regulation 16 of SEBI Listing
these subsidiaries are as follows; Regulations, TD Power Systems (USA) Inc is a
Indian Subsidiary material subsidiary of the Company for the FY
2025 on account of its turnover exceeding 10% of
DF Power Systems Private Limited (DFPS) is an
the consolidated turnover of TD Power Systems
Unlisted Indian Subsidiary. Mr. Mohib N Khericha,
Limited - the holding Company and its subsidiaries
Mr. Nikhil Kumar and Ms. S Prabhamani are the
in the immediately preceding accounting year.
Directors of the Company.

The date of incorporation of the subsidiary
The Board monitors performance of DFPS, inter
have been disclosed in Annexure 2 of the report
alia, as follows:
under Form AOC 1. As per applicable US laws,
- The Audit Committee of the Company reviews the appointment of statutory auditors for this
the financial statements of DFPS. subsidiary is not mandatory.
- All minutes of Board meetings of DFPS are
German Subsidiary
placed before the Company’s Board meetings
and taken on record. TD Power Systems Europe GmbH. (TDPS Europe)
Office of the Company is located at Paul - Ehrlich
- 
A statement containing all significant
- Strasse 1a, 63225 Langen. Mr. Nikhil Kumar,
transactions and arrangements entered into
Managing Director of TD Power Systems Limited, is
by DFPS is placed before the Company’s Board
the Managing Director of TDPS Europe.
if any.
The financial statements of the TDPS Europe are
This subsidiary does not have income or net worth
reviewed by the Audit Committee and overall
exceeding 10% of the consolidated income or net
operational performance is reviewed by the Board.
worth respectively of TD Power Systems Limited
- the holding Company and its subsidiaries, in 
In terms of Regulation 16 of SEBI Listing
the immediately preceding accounting year. Regulations, TD Power Systems Europe GmbH is
Accordingly, it is not a material subsidiary in terms a material subsidiary of the Company for the FY
of Regulation 16 of SEBI Listing Regulations. 2025 on account of its turnover exceeding 10% of
the consolidated turnover of TD Power Systems
Overseas Subsidiaries
Limited - the holding Company and its subsidiaries
USA Subsidiary in the immediately preceding accounting year.
TD Power Systems (USA) Inc. (TDPS USA) was The date of incorporation of the subsidiary have
incorporated on February 20, 2013 as a Delaware been disclosed in Annexure 2 of the report under
Corporation and the principal place of business of Form AOC 1. As per applicable European laws,
the Company located in Ohio, USA. The TDPS USA the appointment of statutory auditors for this
consists of 4 directors out of which three Directors subsidiary is not mandatory.

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CORPORATE GOVERNANCE REPORT (CONTD.)

Turkey Subsidiary The

 Company has formulated a policy on
TD Power Systems Jenerator Sanayi Anonim Sirketi determining material subsidiaries which is
was incorporated in Turkey on June 21, 2017 under available on our website [Link]
the Turkish Commercial code and its registered
office is located at Esentepe Mahallesi Kore Şehitleri V. Related Party Transaction
Cad. No.37/6 Susli/Istanbul Turkey. Mr. Nikhil 
During the fiscal 2025, the Company had no
Kumar, Managing Director, Ms. Prathibha Sastry, materially significant Related Party Transactions,
Independent Director and Ms. M N Varalakshmi
which is considered to have potential conflict with
was appointed as a Directors of TDPS Turkey upon
the interests of the Company at large.
the retirement of Mr. Srivatsa on April 22,2024.
The financial statements of the TDPS Turkey are The Company has formulated a policy on materiality
reviewed by the Audit Committee and overall of Related Party Transactions and also on dealing
operational performance is reviewed by the Board. with Related Party Transactions. The said policy
This subsidiary does not have turnover or net is made available on the website of the Company
worth exceeding 10% of the consolidated turnover [Link].
or net worth, respectively of TD Power Systems
Details of transactions with related parties are
Limited - the holding Company and its subsidiaries,
provided in Annexure 2 of the Directors Report
in the immediately preceding accounting year.
Accordingly, it is not a material subsidiary in terms in Form AOC 2 and note No.45 to the Standalone
of Regulation 16 of SEBI Listing Regulations. Financial Statements of the Company.

VI. General Body Meetings

The details of the last three Annual General Meetings held and summary of Special Resolutions passed therein are
furnished below:
Fiscal Ended Date and Time Venue Special Resolutions passed
31-03-2024 13-08-2024 And Through video conferencing Nil
2:00 PM (”VC”) / other audio-visual means
(”OAVM”)
31-03-2023 09-08-2023 And Through video conferencing Nil
2:00 PM (”VC”) / other audio-visual means
(”OAVM”)
31-03-2022 27-09-2022 and Through video conferencing Re-appointment of Ms. Prathibha
12:00 Noon (”VC”) / other audio-visual means Sastry (DIN 01505172) as an
(”OAVM”) Independent Director.
Approve remuneration payable
to the Managing Director of the
Company.
Authorisation for creating charge
on the assets of the Company.
Alteration of Articles of Association
of the Company.
VII. Postal Ballot
During the financial year, the following resolutions were passed by the shareholders by the requisite majority by
way of postal ballot through e-voting:

70 Annual Report 2024-25

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CORPORATE GOVERNANCE REPORT (CONTD.)

Date of Postal Resolutions Total number Votes cast in Votes Cast Approval Date Scrutiniser
Ballot Notice passed of valid votes favour of the against the
Polled resolution resolution
No and % No and %
To approve the 10,65,43,399 10,65,43,201 198 and 0.00%
appointment and 100%
of Mr. Rahul
Matthan (DIN
01573723)
as an
Mr. Sudhir
Independent
V Hulyalkar,
Director of the
Practising
Company
Company
March 26, 2024 To approve the 10,65,43,398 10,65,06,880 36,518 and May 02, 2024
Secretary
appointment and 99.97% 0.03%
(Membership
of Mr. Karl
No.6040) (CP
Olof Alexander
No.6137)
Olsson (DIN
10433826)
as an
Independent
Director of the
Company
The voting results are made available on our website at [Link]
governance

Details of special resolution proposed to be conducted through postal ballot

The Company does not propose to pass any special resolution through postal ballot.

Procedure for Postal Ballot

The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of
the Act, read with the Rules framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs
from time to time.

VIII. Means of Communication

Quarterly/Half Yearly/Yearly Results
Pursuant to provisions of the SEBI Listing Regulations, periodical financial results of the Company are being
published in widely circulated English Newspaper (Business line - All India editions) and vernacular Eesanje
newspaper (Bangalore edition).
Financial results, duly approved by the Board, are filed with Stock Exchanges (BSE and NSE) and also displayed
on the Company’s Website [Link]. Along with the financial results, other information as per SEBI Listing
Regulations such as Annual Report, Integrated Governance Report, Shareholding Pattern and official news/press
releases are filed with BSE on [Link] and with NSE through [Link]
NEWLISTINGCORP/ and also on the Company’s website [Link]. The Company conducts earnings calls
after the board meeting to discuss financial results of the Company for the quarter, half year and year ended as the
case may be. The presentations made to the institutional investors or analysts, if any, are sent to Stock Exchanges
and also made available on the website of the Company at [Link].

IX. General Shareholder Information

a. Annual General Meeting Date, Wednesday, 6th day of August 2025 at 2:00 p.m. through Video
Time and Venue Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), The venue of
the AGM shall be deemed to be the registered Office of the Company.
b. Financial Year A twelve-month period starting from April 1, 2024 to March 31, 2025.

TD Power Systems Limited 71

CORPORATE GOVERNANCE REPORT (CONTD.)

c. Dividend Payment Date The final dividend, as recommended by the Board of Directors, if declared
at the ensuing Annual General Meeting will be paid within the statutory
period of 30 days.
d. Record date As mentioned in the Notice of this AGM.
e. Listing on Stock Exchanges The Equity Shares of the Company are listed on BSE Limited (BSE) and
National Stock Exchange of India Ltd (NSE)

BSE LIMITED,
P J Towers, Dalal Street, Mumbai 400 001

NATIONAL STOCK EXCHANGE OF INDIA LIMITED,

Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

The listing fees dues as on the date has been paid to the respective stock
exchanges.
f. ISIN No. INE419M01027
g. Registrar and Transfer Agents MUFG Intime India Private Limited (formerly known as Link Intime
(RTA) India Private Limited)
C 101, 247 Park, L B S Marg, Vikhroli West,
Mumbai 400 083 Tel No: +91 22 49186000
h. Share Transfer System Share transfers are registered and returned in the normal course within
a period of 15 days from the date of receipt.
i. Distribution of shareholding as on (As per Annexure A)
March 31, 2025
j. Shareholding Pattern as on March (As per Annexure B)
31, 2025
k. Dematerialisation of Shares and Description No. of Holders No. of Shares % of Equity
Liquidity as on March 31, 2025
Physical 0 0 0.00%
NSDL 22512 109422915 70.06%
CDSL 79788 46760697 29.94%
Total 102300 156183612 100.00
l. Outstanding GDRs/ADRs/ No outstanding GDRs/ADRs/Warrants or any Convertible Instruments
Warrants or any Convertible
instruments, conversion date and
likely impact on equity
m. Commodity price risk or Foreign Nil
exchange risk and hedging
activities
o. Factory (Plant Location) and Unit I:
Registered Office # 27, 28 and 29 KIADB Industrial Area, Dabaspet, Nelamangala Taluk,
Bangalore, Karnataka - 562 111

Unit II:
Sy. No. 59/2, Yedehalli Village Nelamangala Taluk, Sompura Hobli
Dabaspet, Bangalore, Karnataka - 562 111
p. Compliance Officer and Company Bharat Rajwani
Secretary

72 Annual Report 2024-25

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CORPORATE GOVERNANCE REPORT (CONTD.)

q. Address for correspondence Shareholders/Beneficial owners are requested to correspond with the
Company’s RTA (Registrar and Share Transfer Agents) with respect to
any query, request, information or clarification pertaining to shares and
are further advised to quote their folio number, DP and Client ID number
as the case may be, in all correspondence with it. In addition to the RTA,
the shareholders may correspond at the following addresses;
Registered Office and Factory
TD POWER SYSTEMS LIMITED
# 27, 28 and 29 KIADB Industrial Area Dabaspet, Nelamangala Taluk
Bangalore, Karnataka - 562 111 Tel: 080-2299 5700 Fax: 080-2299 5718
r. Credit Rating during the year NA

ANNEXURE A
Distribution of shareholding as on March 31, 2025
Shareholding of Shareholders % to Total Total Shares % of Paid up Capital
Nominal Shares Shareholders
1 to 500 94277 92.16 7684683 4.92
501 to 1000 4107 4.01 3032754 1.94
1001 to 2000 1922 1.88 2762544 1.77
2001 to 3000 675 0.66 1700882 1.09
3001 to 4000 320 0.31 1129963 0.72
4001 to 5000 204 0.20 956429 0.61
5001 to 10000 338 0.33 2513265 1.61
Above 10000 457 0.45 136403092 87.34
Total 102300 100.00 156183612 100.00

ANNEXURE B
Shareholding pattern as on March 31, 2025
Category of Shareholder Number of Shares % of Shares
A. Promoter and Promoter Group 51878661 33.22
B. Public Shareholding
Mutual Fund 36722344 23.51
Alternate Investment Funds 2180854 1.40
Insurance Companies 6070 0.01
Foreign Portfolio Investors Category I 27049148 17.32
Foreign Portfolio Investors Category II 2815521 1.80
Directors and their relatives (excluding Independent Directors and nominee 278130 0.18
Directors)
Key Managerial Personnel 302873 0.19
Investor Education and Protection Fund (IEPF) 2885 0.01
Resident Individual holding nominal share capital up to `2 lakhs. 22245356 14.24
Resident individual holding nominal share capital in excess of `2 lakhs 7078273 4.53
Non Resident Indians (NRIs) 1891779 1.21
Foreign Companies 50000 0.03
Bodies Corporate 2214648 1.42
Other 1467070 0.94
Total Public Shareholding 104304951 66.79
Non Promoter–Non-Public shareholder
TDPSL Employee Welfare Trust - -
Grand Total (A + B + C) 156183612 100.00

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CORPORATE GOVERNANCE REPORT (CONTD.)

X. Other Disclosure Chairman of the Company. Vigil Mechanism

1. Details of non-compliance by the Company, as envisaged in the Companies Act, 2013 and
penalties and strictures imposed on the Com- the Rules prescribed is implemented through
pany by the Stock Exchange(s), SEBI or any this Whistle Blower Policy to provide for
other statutory authority. adequate safeguards to the whistle blowers
against victimisation of persons who use
The equity shares of the Company are listed
such mechanism and make provision for
on BSE Limited, Mumbai and National Stock
direct access to the Chairperson of the Audit
Exchange of India Limited, Mumbai. The
Committee in terms of Regulation 22 of SEBI
Company has complied with all the applicable
Listing Regulations and Section 177 of the
requirements of capital markets and no
Companies Act, 2013. During the year under
penalties or strictures have been imposed on
review, no personnel was denied access to the
the Company by Stock Exchanges, SEBI or
Audit Committee. The above policy is available
any other statutory authority, on any matter
on our website [Link].
relating to the capital markets, during the last
three years. 3. CEO / CFO Certification

2. Whistle Blower Policy / Vigil Mechanism and As required by SEBI Listing Regulations, the
Affirmation that no personnel has been de- Managing Director and Chief Financial Officer
nied access to the Audit Committee. of the Company have certified to the Board of
Directors, inter alia, the accuracy of financial
The Company is committed to ethical and
statements and adequacy of internal controls
lawful business conduct which is not only
for the financial Reporting purpose as required
essential to the Company’s success, but also
under the SEBI Listing Regulations, for the
a fundamental shared value of its Board of
year ended March 31, 2025. The said certificate
Directors (the “Board”), senior management
forms part of this Report.
personnel and employees. Consistent with
these principles, the Board has adopted a Code 4. 
Compliance certificates from Practicing
of Business conduct and Ethics (the “Code”) as Company Secretary
a guide to the principles and standards that As required by schedule V of the SEBI Listing
should govern the actions of its Board and Regulations, a separate certificate from Mr.
senior management personnel. Sudhir V. Hulyalkar, Practicing Company
Any actual or potential violation of the Code or Secretary, Bangalore, confirming that:
any deviation from the key Company policies (i) 
Compliance of conditions on Corporate
howsoever insignificant or perceived as such, Governance and
is a matter of serious concern for the Company (ii) 
None of the Directors on the Board of
and should be reported appropriately for the Company have been debarred or
remedial/penal action. disqualified from being appointed or
To enable Reporting (Whistle blower) of continuing as directors of companies by
actual or potential violation of the Code or any the Board/Ministry of Corporate Affairs
deviation from the key Company policies, a or any such statutory authority.
fair and proactive mechanism is imperative The said certificates form part of this Report.
fortified by an appropriate protection policy.
5. Disclosure on acceptance of recommendations

This Whistle Blower Policy and Vigil made by the Board Committees
Mechanism (“the Policy” or “this Policy”)
There was no instance wherein the Board had
has been formulated with a view to provide
not accepted the recommendations made by
a mechanism for Directors/Employees of
the Board committees during the financial
the Company to approach the Chairperson
year.
of the Audit Committee of the Company or

74 Annual Report 2024-25

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CORPORATE GOVERNANCE REPORT (CONTD.)

6. Details of total fees paid to Statutory Auditors:

The details of total fees for all services paid by the Company and its subsidiary, on a consolidated basis, to
statutory auditor is as follows;
(`in lakhs)
Particulars Fiscal 2025 Fiscal 2024
Audit Fees (including audit of consolidated financial statements) 16.56 16.45
Limited Review (Quarterly financial results including consolidated 10.05 10.05
financial results)
Other services – Certifications fees 1.88 2.08
During the year, there was no payment to any entity in the network firm/network entity of which the statutory
auditor is a part.
7. Disclosure about Sexual Harassment In terms of the SEBI PIT Regulations a Code of
The details of complaints filed, disposed of and practices and procedures for fair disclosure of
pending during the financial year pertaining Unpublished Price Sensitive Information has
to sexual harassment are provided in the been formulated by the Company and made
Business Responsibility and Sustainability available on Company’s website [Link].
Report of this Annual Report. [Link].
11. Management Discussion and Analysis Report
8. Loans and advances in the nature of loans to
Companies in which directors are interested The Management Discussion and Analysis
by name and amount are provided in notes 7 Report forms part of Directors’ Report as
and 45 of the Standalone financial statements. Annexure 8.

9. Accounting treatment in preparation of Fi- 12. Board Diversity

nancial Statements (Ind As) The Company recognises the benefits of
The guidelines/Accounting Standards (AS) a Board that possesses a balance of skills,
laid down by the Institute of Chartered experience, expertise and diversity of
Accountants of India (ICAI) and prescribed perspectives appropriate to the requirements
of the business of the Company. The Company
under Section 133 of the Companies Act, 2013
maintains that Board appointment should be
have been followed in the preparation of the
based on merit that complements and expands
financial statements of the Company in all
the skills, experience and expertise of the
material respects.
Board as a whole, taking into account gender,
10. Code for prevention of Insider Trading/Fair age, professional experience and qualifications,
Disclosure cultural and educational background, and any
Pursuant to the SEBI (Prohibition of Insider other factors that the Board might consider
Trading) Regulations, 2015 (“SEBI PIT relevant and applicable from time to time
Regulations”), the Company has adopted a Code towards achieving a diverse Board. The
for Prevention of Insider Trading. The objective Nomination and Remuneration Committee (the
of the code is to restrict an insider from dealing “Committee”) is responsible for reviewing and
in the shares of the Company either directly or assessing the composition and performance of
indirectly when in possession of unpublished the Board, as well as identifying appropriately
price sensitive information (UPSI) and also qualified persons to occupy Board positions.
to restrict communication of such UPSI. The Board of Directors of the Company have
The code is applicable to the directors and an optimum combination of Executive and
designated employees. The code enumerates Non-Executive Directors with at least one
the procedure to be followed for dealing woman director and the composition of the
in the shares of the Company and periodic Board is in accordance with requirements of
disclosures to be made. It also restricts the the Articles of Association of the Company, the
insiders from dealing in the Company’s shares Companies Act, 2013, SEBI Listing Regulations
during the period when the ‘Trading Window’ and the statutory, regulatory obligations of
is announced closed. The Company Secretary the Company. The Board Diversity Policy is
has been designated as the Compliance Officer. available on our website [Link].

TD Power Systems Limited 75

CORPORATE GOVERNANCE REPORT (CONTD.)

13. E-Voting and employees of the Company during the

In compliance of the Companies Act, 2013 and financial year.
Regulation 44 of SEBI Listing Regulations, 16. Outstanding unclaimed shares
the Company provides e-voting facility to its Pursuant to Regulation 34(3) and Part F of
shareholders, in respect of all shareholders’ Schedule V to the Listing Regulations, the
resolutions, to be passed at General Meeting. Company does not have its equity shares in
The procedure/instructions for e-voting are the demat suspense account or unclaimed
included in the Notice of the ensuing Annual suspense account.
General Meeting of the Company.
17. Discretionary Requirements
14. Mandatory Requirements
The status of adoption of the discretionary
The Company has complied with all the requirements as specified in Regulation 27(1)
mandatory requirements specified in of the SEBI Listing Regulations are as follows:
Regulations 17 to 27 and clauses (b) to (i) of
Separate posts of Chairman and Managing
sub regulation (2) of Regulation 46 of the
Director or CEO – The Chairman and Managing
SEBI Listing Regulations. The Company
Director/ CEO are two separate persons.
has complied compliance requirement of
Reporting of Internal Auditor - The Internal
corporate governance under Sub para 2 to 10
Auditor Reports directly to the Audit
of the corporate governance Report in respect
Committee.
of schedule V of SEBI Listing Regulations.
Audit Qualifications - The Company has
15. Agreements binding listed entities
unmodified financial statements for Fiscal
Pursuant to Regulation 30A of the SEBI
2025.
Listing Regulations, no agreement has been
18. Information through Company’s Website
entered or executed by the shareholders,
promoters, promoter group entities, related The disclosure as stipulated under Regulation
parties, directors, key managerial personnel 46(2) of the SEBI Listing Regulations has been
disseminated on the Company’s website.

For and on behalf of the Board of Directors

Mohib N. Khericha
Chairman
May 12, 2025 Ahmedabad

76 Annual Report 2024-25

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CORPORATE GOVERNANCE REPORT (CONTD.)

Compliance Certificate by Managing Director/ Chief Executive Officer and Chief Financial Officer as per Regulation
17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors

TD Power Systems Limited (Company)

# 27, 28 and 29, KIADB Industrial Area

Dabaspet, Nelamangala Taluk

Bangalore 562 111

This is to certify that:

We have reviewed financial statements and the cash flow statement for the year ended March 31, 2025 and that to the
best of our knowledge and belief:

These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;

These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s code of conduct.

We accept responsibility for establishing and maintaining internal controls for financial Reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial Reporting and we have
disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any,
of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

We have indicated to the auditors and the Audit committee;

That there have been no significant changes in internal control over financial Reporting during the year;

That there have been no significant changes in accounting policies during the year needing specific disclosure in the
notes to the financial statements; and

There have been no instances of significant fraud of which we have become aware and confirmed that no member of the
management or an employee having a significant role in the Company’s internal control system over financial Reporting
is involved therein.

Nikhil Kumar M N Varalakshmi

Managing Director Chief Financial Officer
May 12, 2025 Frankfurt Bangalore

TD Power Systems Limited 77

CORPORATE GOVERNANCE REPORT (CONTD.)

Declaration pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding
adherence to the Code of Business Conduct and Ethics

The Board of Directors

TD Power Systems Limited (Company)

# 27, 28 and 29 KIADB Industrial Area

Dabaspet, Nelamangala Taluk

Bangalore 562 111

On the basis of the written declarations received from members of the board and senior management personnel in
terms of Regulation 26(3) read with Schedule V of Para D of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, it is hereby certified that, for the year ended March 31, 2025, both the members of the board and the
senior management personnel of the Company have affirmed compliance with the respective provisions of the Code of
Business Conduct and Ethics of the Company, as laid down by the board.

Frankfurt Nikhil Kumar

May 12, 2025 Managing Director

78 Annual Report 2024-25

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CORPORATE GOVERNANCE REPORT (CONTD.)

Certificate on Corporate Governance

To,

The Members,

TD Power Systems Limited

Bengaluru

I have examined the compliance of conditions of corporate governance, as stipulated in Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by TD Power Systems Limited (the
Company) for the year ended on March 31, 2025.

The compliance of conditions of corporate governance is the responsibility of the management. My examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the
Company has complied with all the applicable conditions of Corporate Governance as stipulated in the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

Place: Bengaluru SUDHIR VISHNUPANT HULYALKAR

Date: May 12, 2025 Company Secretary in Practice
FCS No.: 6040 CP No.: 6137
Peer Review Certificate No.6166/2024
UDIN: F006040G000317868

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CORPORATE GOVERNANCE REPORT (CONTD.)

CERTIFICATE ON DIRECTORS’ APPOINTMENT AND CONTINUATION ON THE BOARD OF DIRECTORS OF TD

POWER SYSTEMS LIMITED (the Company)

(In terms of Regulation 34(3) read with Para C, Sub Para 10 (i) of the Schedule V to the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulations, 2015)

I have examined the relevant records of the Company and disclosures made by the directors of the Company, relevant
information on disqualification and proclaimed offenders as declared by Courts and disseminated on the website of
Ministry of Corporate affairs, the Orders and other information available on the website of Securities and Exchange
Board of India and the stock exchanges, Reserve Bank of India and information on wilful defaulters as declared by the
banks and made available at the web sites of credit information companies registered with the Reserve Bank of India
and based upon such examination, I hereby certify that none of the directors on the board of TD POWER SYSTEMS
LIMITED (CIN: L31103KA1999PLC025071) as on March 31, 2025 have been debarred or disqualified from being
appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate
Affairs, Reserve Bank of India and other statutory authorities.

Place: Bengaluru SUDHIR VISHNUPANT HULYALKAR

Date: May 12, 2025 Company Secretary in Practice
FCS No.: 6040 CP No.: 6137
Peer Review Certificate No.6166/2024
UDIN: F006040G000317824

80 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE – 10

Disclosure with respect to Employees Stock Option Scheme (ESOS) & Stock Appreciation Rights scheme (SAR) of the
Company as on March 31, 2025 (Pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations 2021):

S. Particulars TDPSL Equity Based Compensation Plan 2019

No. ESOP ESAR
A Relevant disclosures in terms of the Please refer to Notes No. 1.13 and 51 of Standalone Financial Statements for
accounting standards prescribed by the Financial Year ended on March 31, 2025.
the Central Government in terms
of section 133 of the Companies
Act, 2013 (18 of 2013) including the
‘Guidance note on accounting for
employee share-based payments’
issued in that regard from time to
time.
B Diluted EPS on issue of shares Please refer to Note No.1.24 and No.39 of Standalone Financial Statements
pursuant to all the schemes covered for the Financial Year ended on March 31, 2025.
under the regulations shall be
disclosed in accordance with
‘Accounting Standard 20 - Earnings
Per Share’ issued by Central
Government or any other relevant
accounting standards as issued
from time to time.
C Details related to ESOS & SAR
(i) A description of each ESOS/SAR The Company has a collective Scheme for ESOP and SAR namely, TDPSL
that existed at any time during the Equity Based Compensation Plan 2019
year, including the general terms
and conditions of each ESOS/SAR,
including –
(a) Date of shareholders’ approval 12.08.2019
(b) Total number of options/SARs 28,19,420 (i.e. 5,63,884 Options 19,96,080 (i.e.3,99,216 ESAR before
approved under ESOS/SAR before sub-division) sub-division)
(c) Vesting requirements Stock Options/ESAR granted under TDPSL Equity Based Compensation
Plan 2019 would vest not earlier than one year from the date of grant.
The vesting shall happen every year equally with 33.33% of the number of
options granted for 3 years from the date of grant of the options/ ESAR
and would be subject to continued employment with the Company. Vesting
of Stock options/ESAR would be subject to fulfilment of conditions as
stated in the said plan and performance criteria as may be decided by the
Nomination and Remuneration Committee (NRC).
The specific Vesting schedule and Vesting Conditions subject to which
Stock Options/ESAR would vest are detailed in writing and provided to the
Stock Option/ESAR Grantee at the time of the Grant of Options.
(d) Exercise/SAR price or pricing The exercise price decided by the NRC for each Option and ESAR granted
formula on August 16, 2019 is `67.25/- and `10 (i.e. face value of share) respectively.
However, owing to sub-division of shares of the Company during FY 2022-
23, the exercise price of each stock option and ESAR have been adjusted to
one fifth (1/5) of the price fixed at the time of grant.
The NRC granted fresh 98,910 ESAR on August 09, 2023 at an exercise price
of `2 each.
For further details on Employee Stock Benefit Plans, please refer to Note
No.51 of Standalone Financial Statements for the Financial Year ended on
March 31, 2025.
(e) Maximum term of options/ Stock Options/ESAR granted under TDPSL Equity Based Compensation
SAR granted Plan 2019 shall be capable of being exercised within a period not more than
four years from the date of vesting of respective employees’ stock options/
ESAR.

TD Power Systems Limited 81

ANNEXURE – 10 (CONTD.)

S. Particulars TDPSL Equity Based Compensation Plan 2019

No. ESOP ESAR
(f) Method of settlement (whether - Equity
in cash or equity)
(g) Choice of settlement (with the - With the Company
Company or the employee or
combination)
(h) Source of shares (primary, Secondary Primary
secondary or combination)
(i) Variation in terms of options / None
Scheme
(ii) Method used to account for ESOS/ Fair value
SAR - Intrinsic or fair value
(iii) Where the Company opts for
expensing of the options/SAR using
the intrinsic value of the options/
SAR, the difference between the
employee compensation cost
so computed and the employee
Not applicable
compensation cost that shall have
been recognised if it had used the
fair value of the options/SAR shall
be disclosed. The impact of this
difference on profits and on EPS of
the Company shall also be disclosed.
(iv) Option/SAR movement during the
year
Number of options/SAR Nil 1,26,765 ESARs
outstanding at the beginning of the
period i.e. 01.04.2024
Number of options/SAR granted Nil Nil
during the year i.e.2024-25
Number of options/SAR forfeited / Nil
lapsed during the year i.e.2024-25
Number of options/SAR vested Nil 32,970 ESARs
during the year i.e.2024-25
Number of options exercised / Nil 14,075 ESARs
SARs exercised / settled during the
year i.e. 2024-25
Number of shares arising as a Nil During the year, on account of
result of exercise of options during exercise of ESAR, 13,511 Equity
i.e.2024-25 Shares of face value of `2 each were
issued & allotted by the Company.
Money realised by exercise Not applicable as the scheme is Nil
of options (INR), if scheme is implemented by TDPSL Trust.
implemented directly by the
Company during 2024-25
Loan repaid by the Trust during the
Nil
year from exercise price received
Number of Stock options/SAR Nil 1,12,690 ESARs
outstanding at the end of the year
Number of options/SAR exercisable Nil 46,750 ESARs
at the end of the year

82 Annual Report 2024-25

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ANNEXURE – 10 (CONTD.)

S. Particulars TDPSL Equity Based Compensation Plan 2019

No. ESOP ESAR
(V) Weighted-average exercise prices Please refer to Note No.51 of the -
and weighted-average fair values of Standalone Financial Statements for
options shall be disclosed separately the financial year ended March 31,
for options whose exercise price 2025.
either equals or exceeds or is less
than the market price of the stock.
(Vi) Employee wise details (name of employee, designation, number of options/SAR granted during the year, exercise
price) of options/SAR granted to – Not applicable, as during the year no options/SARs were granted.

 “Senior Management” as defined under regulation 16(1)(d) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 – Not applicable

 Any other employee who receives a grant in any one year of option/SAR amounting to 5% or more of option
granted during that year – Not applicable

 Identified employees who were granted option/SAR, during any one year, equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant - Nil

(VII) A description of the method and significant assumptions used during the year to estimate the fair value of
options including the following information:

(a) the weighted-average values of share price, Please refer to Note No.51 of the Standalone Financial
exercise price, expected volatility, expected option Statements for the financial year ended March 31, 2025.
life, expected dividends, the risk-free interest rate
and any other inputs to the model;
(b) the method used and the assumptions made to Not applicable
incorporate the effects of expected early exercise;
(c) how expected volatility was determined, includingSince each vest has been considered as a separate grant,
an explanation of the extent to which expected the volatility for periods corresponding to the expected
lives of different vests, prior to the grant date. Volatility
volatility was based on historical volatility; and
has been calculated based on the daily closing market
price of the Company’s stock price on NSE over these
years,
(d) Whether and how any other features of the option There are no market conditions attached to the grants or
grant were incorporated into the measurement of vests. There are no other specific features of the option
fair value, such as a market condition. except option grant price and Vesting period that were
incorporated into the measurement of fair value.
Details related to Trust:
The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of
administering the TDPSL Equity Based Compensation Plan 2019 scheme under the regulations are as follows:
(i) General information:

S. Particulars Details
No.
1 Name of the Trust TDPSL EMPLOYEE WELFARE TRUST
2 Details of the Trustee(s) Mr. Ramakrishna Varna
Mr. Vinay Hegde
3 Amount of loan disbursed by Company / any `Nil
Company in the group, during the year
4 Amount of loan outstanding (repayable to Company Nil
/ any Company in the group) as at the end of the
year

TD Power Systems Limited 83

ANNEXURE – 10 (CONTD.)

S. Particulars Details
No.
5 Amount of loan, if any, taken from any other source Not applicable
for which Company / any Company in the group
has provided any security or guarantee
6 Any other contribution made to the Trust during Not applicable
the year
(ii) Brief details of transactions in shares by the Trust;

S. Particulars Details
No.
1 Number of shares held at the beginning of the year; Nil
2 Number of shares acquired during the year through Primary Issuance:
(i) primary issuance (ii) secondary acquisition, During the year under ESAR, 13,511 Equity Shares being
also as a percentage of paid up equity capital as at 0.01% of paid-up capital as on March 31, 2025 were
the end of the previous financial year, along with issued & allotted by the Company to TDPSL Trust and
information on weighted average cost of acquisition thereafter it was transferred to ESAR allottees through
per share; off- market transaction.
The weighted average cost of acquisition was `2/- per
share.
3 Number of shares transferred to the employees / During the year, 13,511 Equity shares having a face value
sold along with the purpose thereof; of `2 each were transferred to employees by TDPSL Trust
including 13,511 shares which were issued & allotted by
the Company on account of exercise by ESAR allottees.
4 Number of shares held at the end of the year. Nil
(iii) In case of secondary acquisition of shares by the Trust

Number of shares As a percentage of paid-up equity capital as at the end

of the year immediately preceding the year in which
shareholders’ approval (i.e August 12, 2019) was
obtained.
Held at the beginning of the year Nil
Acquired during the year Nil
Sold during the year Nil
Transferred to the employees during the year Nil
Held at the end of the year Nil

For and on behalf of the Board of Directors

Ahmedabad Mohib N. Khericha

May 12, 2025 Chairman

84 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE - 11
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
FY 2024-25
SECTION A: GENERAL DISCLOSURES

I. Details of listed entity

1. Corporate Identity Number (CIN) of the L31103KA1999PLC025071

Listed Entity
2. Name of the Listed Entity TD Power Systems Limited
3. Year of incorporation April 16, 1999
4. Registered office address # 27, 28 and 29, KIADB Industrial Area, Dabaspet, Nelamangala
5. Corporate address Taluk, Bangalore – 562111
6. E-mail tdps@[Link]
7. Telephone 080-22995700/6633 7700
8. Website [Link]
9. Financial year for which reporting is FY 2024-25
being done
10. Name of the Stock Exchange(s) where BSE Ltd. (BSE)
shares are listed National Stock Exchange of India Ltd. (NSE)
11. Paid-up Capital `3,123.67 lakhs
12. Name and contact details (telephone, Mr. Bharat Rajwani
email address) of the person who may be Email: [Link]@[Link]
contacted in case of any queries on the
BRSR report
13. Reporting boundary - Are the disclosures Standalone basis
under this report made on a standalone
basis (i.e. only for the entity) or on a
consolidated basis (i.e. for the entity and
all the entities which form a part of its
consolidated financial statements, taken
together).
14. Name of assurance provider -
15. Type of assurance obtained
II. Products/Services
16. Details of business activities (accounting for 90% of the turnover):
S. Description of Main Activity Description of Business Activity % of Turnover of the entity
No.
1. Manufacturing Manufacturing of Generator 95%
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S. Product/Service NIC Code % of total Turnover contributed
No.
1. AC Generator and its spares/ 27101 95%
components
III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
National 2 1 3
International 1 3 4

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19. Markets served by the entity:

a. Number of locations
Locations Number
National (No. of States) All states in India
International (No. of Countries) 110 countries
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Response: 64%

c. A brief on types of customers

Response: TDPS has a customer base of manufacturers of prime movers such as gas turbines, steam

turbines, gas engines, diesel engines, and hydro turbines, motors.

IV. Employees
20. Details as at the end of Financial Year:

a. Employees and workers (including differently abled):

S. Particulars Total (A) Male Female

No. No. (B) % (B/A) No. (C) % (C/A)
EMPLOYEES
1. Permanent (D) 569 527 93% 42 7%
2. Other than Permanent (E) 0 0 Nil 0 Nil
3. Total employees (D + E) 569 527 93% 42 7%
WORKERS
4. Permanent (F) 245 245 100% 0 0%
5. Other than Permanent (G) 1,105 1,063 96.19% 42 3.8%
6. Total workers (F + G) 1,350 1,308 96.89% 42 3.11%
b. Differently abled Employees and workers:

S. Particulars Total (A) Male Female

No. No. (B) % (B/A) No. (C) % (C/A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D) 0 0 Nil 0 Nil
2. Other than Permanent (E) 0 0 Nil 0 Nil
3. Total employees (D + E) 0 0 Nil 0 Nil
DIFFERENTLY ABLED WORKERS
4. Permanent (F) 0 0 Nil 0 Nil
5. Other than Permanent (G) 0 0 Nil 0 Nil
6. Total workers (F + G) 0 0 Nil 0 Nil
21. Participation/Inclusion/Representation of women:

Total (A) No. and percentage of females

No. (B) % (B/A)
Board of Directors 6 2 33.3%
Key Management 3 1 33.3%
Personnel
22. Turnover rate for permanent employees and workers

FY 2024-25 FY 2023-24 FY 2022-23

Male Female Total Male Female Total Male Female Total
Permanent Employees 11.7% 12.3% 11.7% 0.9% 2% 1% 1.4% 2.6% 1.4%
Permanent Workers 0.8% 0% 0.8% 0.3% 0% 0.3% 0.1% 0% 0.1%

86 Annual Report 2024-25

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT FY 2024-25 (CONTD.)

V. Holding, Subsidiary and Associate Companies (including joint ventures)

23. Names of holding / subsidiary / associate companies / joint ventures
Response: Please refer to Annexure 1 (Form AOC-1) of the Annual Report for the details of subsidiaries, joint

ventures and associate companies. The subsidiaries of the Company do not participate directly in the Business
Responsibility initiatives. However, all these subsidiaries generally adopt the same practices as carried out by
the Company.

VI. CSR Details

24. (i) Whether CSR is applicable as per section 135 of the Companies Act, 2013: (Yes/No): Yes
(ii) Turnover (`in lakhs): 126,539.62
(iii) Net worth (`in lakhs): 83,588.56

VII. Transparency and disclosures compliances

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Re-
sponsible Business Conduct:
Stakeholder Grievance Redressal FY 2024-25 FY 2023-24
group from Mechanism in place Number of Number of Remarks Number of Number of Remarks
whom (Yes/No) complaints complaints complaints complaints
complaint is (If Yes, then provide filed during pending filed during pending
received web-link for the year resolution at the year resolution at
grievance redress close of the close of the
policy) year year
Communities Yes, the details are Nil Nil
disclosed in Essential
Indicator 3 of
principle 8
Investors Yes, Company is Nil Nil
(other than registered on Scores
shareholders) portal of SEBI to
redress grievance
of shareholders
also a tab is created
on the Company’s
website exclusively
for investors related
queries & grievance
Shareholders The Company Nil Nil
through its Registrar
and Transfer
Agent (RTA),
provides redressal
to shareholder
grievances. The
Company has
specific e-mail
addresses earmarked
for receiving
shareholders
complaints, viz
[Link]@
[Link]
[Link]@
[Link]
Employees and Yes, group email Nil Nil
workers ID, suggestion box,
grievance form, drop
Customers Yes, (A dedicated Nil Nil
customer Support
team is in place
to address their
complaints)

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Stakeholder Grievance Redressal FY 2024-25 FY 2023-24

group from Mechanism in place Number of Number of Remarks Number of Number of Remarks
whom (Yes/No) complaints complaints complaints complaints
complaint is (If Yes, then provide filed during pending filed during pending
received web-link for the year resolution at the year resolution at
grievance redress close of the close of the
policy) year year
Value Chain Yes, (A set procedure Nil Nil
Partners exists on the
Company’s intranet
26. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental
and social matters that present a risk or an opportunity to your business, rationale for identifying the same,
approach to adapt or mitigate the risk along-with its financial implications, as per the following format:
S. Material Issue Indicate Rationale for identifying the In case of risk, Financial
No. Identified whether risk risk/opportunity approach to adapt implications
or opportunity or mitigate of the risk or
(R/O) opportunity
(indicate
positive or
negative
implications)
1 Energy Opportunity With the increasing demand - Positive
for high-efficiency products,
innovation and delivering
advanced, future ready
solutions will be key to
strengthening our position as
a leader in sustainable energy
technology within the rapidly
evolving energy market.
2 Emissions Risk Given the nature of our We continue to Negative
operations, the release of account for our
GHG emissions is evident. GHG emissions
With investors increasingly across within our
prioritising environmental operations as well
responsibility, our as value chain.
commitment to reducing In the coming
emissions is a critical step years, we will
toward advancing our actively track our
sustainability goals and emissions intensity
aligning with stakeholder and establish
expectations. company-wide
reduction targets
to drive continuous
improvement in
our environmental
performance.

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S. Material Issue Indicate Rationale for identifying the In case of risk, Financial
No. Identified whether risk risk/opportunity approach to adapt implications
or opportunity or mitigate of the risk or
(R/O) opportunity
(indicate
positive or
negative
implications)
3 Occupational Risk It is imperative for us to We maintain a Negative
Health & Safety maintain strict adherence comprehensive
to safety protocols on the Hazard
shopfloor due to the high-risk Identification and
nature of our operations. Any Risk Assessment
lapse in safety compliance can (HIRA) register that
lead to workplace incidents, documents safety-
potentially disrupting related activities,
production schedules potential hazards,
and increasing employee and associated
absenteeism. By prioritising risks. Additionally,
operational precision and regular safety
safety, we aim to ensure meetings are
business continuity, protect conducted under
our workforce, and uphold the guidance of the
productivity. safety committee
to proactively
identify workplace
hazards, evaluate
risk exposure,
and report any
incidents, thereby
fostering a safe
and secure work
environment.
4 Supply Chain Opportunity We engage with a broad - Positive
and diverse network of
suppliers for sourcing raw
materials and processed
goods used in our products.
This supplier diversity plays
a vital role in strengthening
our sustainability agenda
across the value chain.
Through regular inspections
and assessments focused
on environmental and
social criteria, we ensure
compliance with applicable
regulations and promote
responsible sourcing practices
that align with our long-term
ESG objectives.
5 Product Quality Opportunity By complying with applicable - Positive
& Safety standards and regulations
throughout the production
process, we ensure that our
products meet the highest
benchmarks of safety and
quality, thereby fulfilling
customer expectations
effectively.

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SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a.  Whether your entity’s policy/policies cover Yes
each principle and its core elements of the
NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? Yes
(Yes/No)
c. Web Link of the Policies, if available [Link]
governance
Further the following policies are on our intranet:
• Code of Ethics and Conduct
• Non-Discrimination Policy
• Policy on POSH
• 
Policy On Prevention or Prohibition of Sexual
Harassment of Women in Company’s Workplace
• Grievance & Harassment Redressal Policy
• Career Development Policy
• Employees Health Policy
• Prevention of forced labour at Workplace
• Freedom to join Association
• Anti-bribery Policy
• Prohibition of Child Labour Policy
• Policy on Human Trafficking Slavery
• Cybersecurity Policy
• Data Privacy Policy
2. Whether the entity has translated the policy into Yes
procedures. (Yes / No)
3. Do the enlisted policies extend to your value chain Yes
partners? (Yes/No)
4. Name of the national and international codes/ The details of the certifications can be accessed at https://
certifications/labels/ standards (e.g. Forest [Link]/certifications
Stewardship Council, Fairtrade, Rainforest Alliance,
Trustea) standards (e.g. SA 8000, OHSAS, ISO,
BIS) adopted by your entity and mapped to each
principle.
5. Specific commitments, goals and targets set by the - Enhance energy efficiency through process optimisation
entity with defined timelines, if any. and technology adoption to reduce operating costs.
- Initiate the utilisation of renewable energy sources
and increase installation capacity as per requirement
and feasibility to reduce reliance on conventional grid
power during peak demand.

6. 
Performance of the entity against the specific
commitments, goals, and targets along-with reasons
in case the same are not met.

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Governance, leadership and oversight

7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges,
targets and achievements (listed entity has flexibility regarding the placement of this disclosure)
Response:
“We at TDPS are vigilant of the emerging sustainability landscape and the capitalise on the opportunities it presents.
Through these, we look towards setting achievable targets, by embedding sustainability across all dimensions,
including our value chain. Our environmental stewardship is demonstrated through the integration of advanced
and emerging technologies in our manufacturing processes, optimisation of energy consumption across facilities,
and promotion of responsible energy practices that are aimed at operational efficiency and resource conservation.
Our continued commitment towards fostering a diverse, inclusive, and equitable workplace ensures us to prioritise
the health, safety, and holistic development of our employees through robust well-being programs, stringent safety
protocols, and continuous upskilling initiatives designed to prepare our workforce for the evolving future of work.
Our commitment extends beyond the organisation through meaningful corporate social responsibility (CSR)
initiatives. In the past year, we continued facilitation of installation of solar power systems in government-run
schools, empowering them to become energy self-sufficient while supporting efforts toward decarbonisation.
We also implemented community-focused initiatives such as the establishment of a Community RO Water Plant
with Rainwater Harvesting, the development of a model Anganwadi, and support for healthcare and sports
infrastructure reinforcing our role as a catalyst for inclusive development.
As we move forward, we do so with a clear and unwavering purpose: to create long-term, sustainable value for all
our stakeholders including our employees, customers, communities, partners, and investors, while contributing
meaningfully to a more resilient and sustainable future.”

Nikhil Kumar
Managing Director
8. Details of the highest authority responsible for The Board of Directors holds responsibility for implementing
implementation and oversight of the Business and overseeing business responsibility initiatives, which
Responsibility policy (ies). encompass a range of policies aligning with our company’s
code of conduct and operational standards.
9. Does the entity have a specified Committee of the No, we do not have a dedicated committee. The Board of
Board/ Director responsible for decision making Directors assumes responsibility for making decisions
on sustainability related issues? (Yes / No). If yes, regarding sustainability-related matters.
provide details.
10. Details of Review of NGRBCs by the Company:
Subject for review Indicate whether review was Frequency
undertaken by Director / Committee of (Annually/ Half yearly/ Quarterly/ Any
the Board/ Any other Committee other – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above
All our policies are reviewed by the Board of directors on an Annual Basis.
policies and follow up action
Compliance with statutory
requirements of relevance to The Board of Directors reviews the compliance of statutory requirements on a
the principles, and, rectification quarterly basis.
of any non-compliances

P1 P2 P3 P4 P5 P6 P7 P8 P9
11. Has the entity carried out independent assessment/
evaluation of the working of its policies by an
No
external agency? (Yes/No). If yes, provide name of
the agency.

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P1 P2 P3 P4 P5 P6 P7 P8 P9
12. If answer to question (1) above is “No” i.e. not all
Principles are covered by a policy, reasons to be
stated:
The entity does not consider the Principles material
to its business (Yes/No)
The entity is not at a stage where it is in a position to
formulate and implement the policies on specified No
principles (Yes/No)
The entity does not have the financial or/human and
technical resources available for the task (Yes/No)
It is planned to be done in the next financial year
(Yes/No)
Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical,
Transparent and Accountable
Essential Indicators

1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

%age of persons
Total number
in respective
of training and Topics / principles covered under the
Segment category covered
awareness training and its impact
by the awareness
programmes held
programmes
Board of Overview of Management Discussion and
Directors Analysis Report 2024, containing Industry
Structure and Development, segment-wise
performance, routlook etc
Presentation on Company’s sales, products,
business outlook and strategies. Presentation
on CSR Annual Action Plan containing proejcts
4 100
Key Managerial aligned with the Company’s theme.
Personnel Update on compliance status of the applicable
laws and Cost Audit Report. Amendments
under SEBI Listing Regulations.
Overview of amendments under SEBI
Regulations, and review of policies and code
applicable to the Company.
Employees other Safety awareness programs, 8D methodology
than BoD and 52 problem solving program, Business & 71%
KMPs Communication skills, Mentorship, Technical
trainings, Safety programs , MSDS, POSH,
Workers 21 Employee wellness program, Financial 28.7%
literacy, PPEs training.

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2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by
the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial
year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in
Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the
entity’s website):
Monetary
NGBRC Name of the regulatory/ Amount Brief of Has an appeal
Principle enforcement agencies/ (In `) the Case been preferred?
judicial institutions (Yes/No)
Penalty/Fine Nil
Settlement
Compounding fee

Non-Monetary
NGBRC Name of the regulatory/ Brief of the Case Has an appeal
Principle enforcement agencies/ been preferred?
judicial institutions (Yes/No)
Imprisonment Nil
Punishment
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary
or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Nil
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Yes, the Company has an anti-bribery policy that highlights the categories of bribery and corruption, provides
guidance to employees for adhering to the policy, and outlines actions pertaining to violation of the policy. The
policy is available on the Company intranet.

5. 
Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
FY 2024-25 FY 2023-24
Directors
KMPs
Nil Nil
Employees
Workers
6. Details of complaints with regard to conflict of interest:
FY 2024-25 FY 2023-24
Number Remarks Number Remarks
Number of complaints received in relation to issues of
Conflict of Interest of the Directors
None None
Number of complaints received in relation to issues of
Conflict of Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines/ penalties/ action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Response: Not applicable

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8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following
format:
FY 2024-25 FY 2023-24
Number of days of accounts payables 71 days 77 days
9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with
loans and advances & investments, with related parties, in the following format:
Parameter Metrics FY 2024-25 FY 2023-24
Concentration of Purchases a. Purchases from trading Nil Nil
houses as % of total
purchases
b. Number of trading 0 0
houses where purchases
are made from
c. Purchases from top 10 Nil Nil
trading houses as % of
total purchases from
trading houses
Concentration of Sales a. Sales to dealers / Nil Nil
distributors as % of total
sales
b. Number of dealers / 0 0
distributors to whom
sales are made
c. Sales to top 10 dealers Nil Nil
/ distributors as % of
total sales to dealers /
distributors
Share of RPTs in a. Purchases (Purchases 0.56% 0.6%
with related parties /
Total Purchases)
b. Sales (Sales to related 28.23% 14.12%
parties / Total Sales)
c. Loans & advances Nil 100%
(Loans & advances given
to related parties / Total
loans & advances)
d. Investments 99.96% 62.37%
(Investments in
related parties / Total
Investments made)
Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the principles during the financial year:
Total number of awareness Topics / principles covered under the %age of value chain partners covered
programmes held training (by value of business done with
such partners) under the awareness
programmes
Nil
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board?
(Yes/No) If Yes, provide details of the same.
Within its governance framework, the Company has adopted best practices for reviewing Directors’ conflicts of
interest. The Company regularly assesses disclosures provided by Board members regarding their involvement
with other entities, ensuring that necessary approvals are obtained before engaging in transactions with such
entities.

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PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe.
Essential Indicators
1. 
Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the entity,
respectively.
FY 2024-25 FY 2023-24 Details of improvements in environmental
and social impacts
R&D 100% 100% IEC Ex Certification of Stator winding
Capex 100% 100% Invested on high end analysis hardware
and software to speed up the design
optimisation activity. Design phase
completed for 2 pole 42MW 50/60 Hz
Generator with high efficiency, low noise
and temperature rise.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Response: Yes, a policy for sustainable sourcing has been developed. Additionally, relevant training and

awareness sessions are being conducted for the suppliers.

b. If yes, what percentage of inputs were sourced sustainably?

Response: While the Company conducts trainings for the suppliers on sustainable sourcing, the percentage

for fiscal 2025 has not been measured yet.

3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end
of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Response: The Company does not produce any products or components that require reintegration into the
manufacturing process for recycling. Upon dispatch to the site or customer, it becomes the customer’s responsibility
to follow the Operation and Maintenance manual and ensure compliance with applicable local regulatory
requirements.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether
the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution
Control Boards? If not, provide steps taken to address the same.
Response: Yes, all operations of TDPS fall under the purview of Extended Producer Responsibility (EPR), and
the waste collection plan aligns with the EPR proposal submitted to the Karnataka State Pollution Control Board
(KSPCB). Following this submission, the Company obtained consent from the KSPCB.
Leadership Indicators

1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format:
NIC Code Name of % of total Turnover Boundary for Whether Results
product/ contributed which the Life conducted by communicated
service Cycle Perspective independent in public domain.
/ Assessment was external agency (Yes/No) If yes,
conducted (Yes/No) provide the web-
link.
No LCA has been carried out in FY 2024-25.
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal
of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other
means, briefly describe the same along-with action taken to mitigate the same.
Name of product/service Description of the risk/concern Action Taken
Since no product life cycle assessment has been conducted and certified by the NIC code, it is not applicable.
However, processed waste items such as copper, steel, resin, oil, cotton waste mixed with oil/resin are disposed
off via authorised agencies.

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3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
Indicate input material Recycled or re-used input material to total material
FY 2024-25 FY 2023-24
Construction waste We use original mill certified material to achieve the
specified efficiency results. Hence, no input material is
recycled/reused.
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled,
and safely disposed, as per the following format:
FY 2024-25 FY 2023-24
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including All products are packaged using new materials, including plywood and pinewood, prior
packaging) to shipment to customers across both domestic and international markets. Due to the
E-waste impracticality and high cost associated with retrieving scrapped or damaged parts post-
delivery, product reclamation processes at the end of the product lifecycle have not been
Hazardous waste
implemented.
Other waste
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Indicate product category Reclaimed products and their packaging materials as % of total products
sold in respective category
All products are packaged using new materials, including plywood and pinewood, prior to shipment to customers
across both domestic and international markets. Due to the impracticality and high cost associated with retrieving
scrapped or damaged parts post-delivery, product reclamation processes at the end of the product lifecycle have
not been implemented.

PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value
chains.
Essential Indicators

1. a. Details of measures for the well-being of employees:

Category Total % of employees covered by

(A) Health Insurance Accident Maternity Paternity Day Care
Insurance benefits benefits facilities
Number % (B/A) Number % (C/A) Number % (D/A) Number % (E/A) Number % (F/A)
(B) (C) (D) (E) (F)
Permanent Employees
Male 527 0 0% 527 100% 0 0% 0 0% 0 0%
Female 42 0 0% 42 100% 42 100% 0 0% 0 0%
Total 569 0 0% 569 100% 42 7.38% 0 0% 0 0%
Other than Permanent Employees
Male 0 0 0% 0 0% 0 0% 0 0% 0 0%
Female 0 0 0% 0 0% 0 0% 0 0% 0 0%
Total 0 0 0% 0 0% 0 0% 0 0% 0 0%

b. Details of measures for the well-being of workers:

Category Total % of workers covered by

(A) Health Insurance Accident Maternity Paternity Day Care
Insurance benefits benefits facilities
Number % (B/A) Number % (C/A) Number % (D/A) Number % (E/A) Number % (F/A)
(B) (C) (D) (E) (F)
Permanent Workers
Male 245 245 100% 245 100% 0 0% 0 0% 0 0%
Female 0 0 0% 0 0% 0 0% 0 0% 0 0%
Total 245 245 100% 245 100% 0 0% 0 0% 0 0%

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Category Total % of workers covered by

(A) Health Insurance Accident Maternity Paternity Day Care
Insurance benefits benefits facilities
Number % (B/A) Number % (C/A) Number % (D/A) Number % (E/A) Number % (F/A)
(B) (C) (D) (E) (F)
Other than Permanent Workers
Male 1,063 1,063 100% 1,063 100% 0 0% 0 0% 0 0%
Female 42 42 100% 42 100% 0 0% 0 0% 0 0%
Total 1,105 1,105 100% 1,105 100% 0 0% 0 0% 0 0%
c. Spending on measures towards well-being of employees and workers (including permanent and other than
permanent) in the following format:
FY 2024-25 FY 2023-24
Cost incurred on well-being measures as a % of total revenue 0.60% 0.21%
of the Company
2. Details of retirement benefits, for Current and Previous Financial Year.

Benefits FY 2024-25 FY 2023-24

No. of No. of Deducted No. of No. of Deducted
employees workers and employees workers and
covered as covered as deposited covered as covered as deposited
a % of total a % of total with the a % of total a % of total with the
employees workers authority employees workers authority
(Y/N/N.A.) (Y/N/N.A.)
PF 100% 100% Y 100% 100% Y
Gratuity 100% 100% Y 100% 100% Y
ESI 100% 100% Y 100% 100% Y
Others – please specify Nil Nil
3. Are the premises / offices of the entity accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by
the entity in this regard.
Response: Not Applicable.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web link to the policy.
Response: Not Applicable.

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender Permanent Employees Permanent Workers

Return to work rate Retention rate Return to work rate Retention rate
Male Nil Nil Nil Nil
Female 3% 100% Nil Nil
Total 3% 100% Nil Nil
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
worker? If yes, give details of the mechanism in brief.

Yes/No (If yes, then give details of the mechanism in brief)

Permanent Workers Workers may directly report any grievances to the Human Resources (HR) or
Other than Permanent Workers Industrial Relations (IR) departments.
Permanent Employees Employees can submit their grievances either by email or through one-on-one
Other than Permanent discussions.
Employees

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7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:

Category FY 2024-25 FY 2023-24

Total No. of employees % (B/A) Total No. of employees % (D/C)
employees / / workers in employees / / workers in
workers in respective workers in respective
respective category, who respective category, who
category (A) are part of category are part of
association(s) or (C) association(s) or
Union (B) Union (D)
Total Permanent 569 0 0% 453 0 Nil
Employees
Male 527 0 0% 414 0 Nil
Female 42 0 0% 39 0 Nil
Total Permanent 245 245 100% 252 227 90%
Workers
Male 245 245 100% 252 227 90%
Female 0 0 0% 0 0 0%
8. Details of training given to employees and workers:

Category FY 2024-25 FY 2023-24

Total On Health On skill Total On Health On skill
(A) and Safety upgradation (D) and Safety upgradation
measures measures
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 527 527 100% 527 100% 120 57 13.9% 90 75%
Female 42 42 100% 42 100% 39 0 0.0% 20 51.3%
Total 569 569 100% 569 100% 159 57 13.9% 110 69.1%
Workers
Male 245 245 100% 245 100% 404 69 17.1% 180 44.6%
Female 0 0 Nil 0 Nil 4 3 75.0% 0 0%
Total 245 245 100% 245 100% 408 72 17.7% 180 44.1%
9. Details of performance and career development reviews of employees and worker:

Category FY 2024-25 FY 2023-24

Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Employees
Male 527 527 100% 414 398 96%
Female 42 42 100% 39 38 97%
Total 569 569 100% 453 436 96%
Workers
Male 245 0 0% 252 0 0%
Female 0 0 Nil 0 0 Nil
Total 245 0 0% 252 0 0%
10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/
No). If yes, the coverage such system?
Response: Yes, across our company and its operations, occupational health and safety management system is
 
implemented and adhered by enforcing policies and due procedures. The management system is applicable to
all employees within the Company. Our employee health policy focuses on the objective of promoting health
and wellbeing through hiring and periodically monitoring the same across the workforce.

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b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine
basis by the entity?
Response: We maintain a comprehensive Hazard Identification and Risk Assessment (HIRA) register that
documents safety activities, potential hazards, and associated risks, and specifies the preventive measures
implemented to mitigate those hazards and minimise safety exposure.

c. Whether you have processes for workers to report the work-related hazards and to remove themselves from
such risks. (Y/N)
Response: Yes, we hold regular safety meetings, chaired by the Safety Committee, to identify workplace
hazards, evaluate associated risks, and document any incidents.

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services?
(Yes/ No)
Response: Yes, we maintain ongoing partnerships with medical centres—Ravi Kirloskar Hospital, Siddaganga,
and Narayana Nethralaya—providing all employees and workers access to their medical services. In addition,
the Company operates an on-site occupational medical and healthcare centre, offering comprehensive health
and wellness services that address both work-related and general medical needs.

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category* FY 2024-25 FY 2023-24

Lost Time Injury Frequency Rate (LTIFR) (per one Million-person Employees 0 1.4
hours worked) Workers 5.16 6.2
Total recordable work-related injuries Employees 0 1
Workers 9 9
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or ill-health (excluding Employees 0 0
fatalities) Workers 0 0

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Response: To ensure a safe and healthy workplace, we have implemented a range of initiatives and proactive

measures. A PPE matrix is prominently displayed across the facility to promote proper usage and enhance safety.
We conduct capacity-building programs that include training and awareness sessions on various safety-related
topics. Additionally, we have established clear guidelines, including a list of dos and don’ts, along with engineering
controls to ensure the safe handling of equipment and products.

13. Number of Complaints on the following made by employees and workers:

Category FY 2024-25 FY 2023-24

Filed Pending Remarks Filed Pending Remarks
during resolution during resolution
this at the end this at the end
year of year year of year
Working Conditions 41 3 Unsafe working 42 7 Unsafe working
conditions leading to conditions leading to
work environment the replacement of
hygiene monitoring & certain equipment.
modification of certain
equipment.
Health & Safety 8 1 Physical health 12 1 Physical health
(sprains and strains) (sprains and strains)
leading to retrofits leading to retrofits
in equipment (use of in equipment (use of
trolleys and robots) trolleys)

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14. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory
authorities or third parties)
Health & Safety practices 100%
Working Conditions 100%
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working conditions.
Response: We provide extensive training on a wide range of safety topics to proactively manage risks. A key

element of our program is the annual ‘National Safety Week,’ which raises awareness of essential safety issues.
Strategically placed safety posters throughout our facility reinforce protocols and help prevent unsafe behaviours.
Furthermore, we have automated critical areas of our operations with robotic technology, significantly reducing
personnel exposure to hazardous conditions.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees
(Y/N) (B) Workers (Y/N).
Response: Yes, we provide statutory benefits, including Employees’ Deposit Linked Insurance, Gratuity, and

Employee General Insurance.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited
by the value chain partners.
Response: The Company monitors the GST charged by value chain partners to ensure they comply with statutory

regulations. We track all GST transactions carefully to verify that partners deposit the collected GST with
the Government. This helps maintain accurate records and ensures we can claim input tax credit without any
complications. For additional check and to ensure compliance with all statutory obligation throughout the value
chain, the Company includes a compliance clause in agreements with its partners whenever possible. By these
measures, we ensure partners meet statutory requirements, supporting our overall compliance efforts. .
3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health
/ fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable
employment or whose family members have been placed in suitable employment.

Response:

Total no. of affected employees/workers No. of employees/workers that are

rehabilitated and placed in suitable
employment or whose family members
have been placed in suitable employment
FY 2024-25 FY 2023-24 FY 2024-25 FY 2023-24
Employees Nil Nil Nil Nil
Workers Nil Nil Nil Nil
4. Does the entity provide transition assistance programs to facilitate continued employability and the management
of career endings resulting from retirement or termination of employment? (Yes/ No)

Response: Yes

5. Details on assessment of value chain partners

% of value chain partners (by value of business done with such partners) that
were assessed
Health and safety practices 55%
Working Conditions 55%
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Response: There were no risks or concerns identified post the assessment.

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PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Response: Stakeholder groups are determined according to their level of involvement with the entity. Core

stakeholders encompass individuals, groups, or institutions that contribute value to the Company’s business chain.
This includes employees, investors, customers, suppliers, and various other stakeholders.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group.
Stakeholder group Whether identified Channels of Frequency of Purpose and scope
as Vulnerable & communication engagement of engagement
Marginalised Group (Annually/ Half including key
(Yes/No) yearly/Quarterly/ topics and concerns
others – please raised during such
specify) engagement
Employees Emails, suggestion Employee Information about
boxes, Annual Town engagement surveys, company’s business
Hall, HR One Portal career development growth plan and
surveys conducted performance
annually
Investors Emails, post Need based and To understand
quarterly company’s major
events, and results
Customers Emails, Need based Information on
No
communication business offerings
from customer care
department, social
networking
Suppliers Emails Need based To get information
about new
market trends
and responsible
procurement
Leadership Indicators:
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and
social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
Response: Consultation between stakeholders, such as investors, and the Board of Directors is done through

conference calls to discuss the Company’s financial performance every quarter. These interactions are led by
the Managing Director. For Social and Environmental Responsibility initiatives, the Company collaborates with
NGOs that act as intermediaries. These NGOs assess stakeholders needs in areas such as education, healthcare and
environmental conservation and propose projects aligned with the Company’s CSR goals. The Board of Directors
reviews these projects while granting approval. Additionally, the Company provides the Board with a comprehensive
report detailing the impact of each project.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and
social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on
these topics were incorporated into policies and activities of the entity.
Response: No
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalised stakeholder groups.
Response: None of our stakeholders represent vulnerable/marginalised groups. Hence, no concerns have been
raised.

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PRINCIPLE 5: Businesses should respect and promote human rights.

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in
the following format:

Category FY 2024-25 FY 2023-24

Total (A) No. of % (B/A) Total (C) No. of % (D/C)
employees/ employees/
Workers (B) Workers (D)
Employees
Permanent 569 569 100% 453 453 100%
Other than Permanent 0 0 Nil 0 0 Nil
Total Employees 569 569 100% 453 453 100%
Workers
Permanent 245 245 100% 252 252 100%
Other than Permanent 1,105 542 49.05% 156 156 100%
Total Employees 1,350 787 58.30% 408 408 100%
2. Details of minimum wages paid to employees and workers, in the following format:

Category FY 2024-25 FY 2023-24

Total Equal to More than Total Equal to More than
(A) Minimum wage Minimum wage (D) Minimum wage Minimum wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent
Male 527 0 0% 527 100% 414 0 0% 414 100%
Female 42 0 0% 42 100% 39 0 0% 39 100%
Workers
Male Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Female Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Workers
Permanent
Male 245 0 0 245 100% 252 0 0% 252 100%
Female 0 0 NA 0 NA 0 0 NA 0 NA
Other than Permanent
Male 1,063 0 0% 1,063 100% 152 Nil Nil 152 100%
Female 42 0 0% 42 100% 4 Nil Nil 4 100%
3. Details of remuneration/salary/wages
a. Median remuneration / wages
(`in lakhs)
Male Female
Number Median Number Median
remuneration/ remuneration/
salary/ wages salary/ wages
of respective of respective
category (`) category (`)
Board of directors (BoD) 4 115.43 2 11.03
Key Managerial Personnel* 2 235.58 1 75.67
Employees other than BoD and 525 8.5 41 7.20
KMP
Workers 603 6.10 7 2.4
*Key Managerial Personnel comprised of Managing Directors, CFO and Company Secretary.

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b. Gross wages paid to females as % of total wages paid by the entity, in the following format

FY 2024-25 FY 2023-24
Gross wages paid to females as % of total wages 7.2% 5%
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues
caused or contributed to by the business?
Response: Yes, our human resources department serves as the focal point for addressing human rights impacts and

issues.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Response: Our grievance policy outlines the procedures for addressing human rights-related concerns. Further,

employees can raise their concerns directly with the human resources department through emails and individual
discussions.

6. Number of Complaints on the following made by employees and workers.

Category FY 2024-25 FY 2023-24

Filed during Pending Remarks Filed during Pending Remarks
the year resolution the year resolution
at the end of at the end of
year year
Sexual Harassment 1 1 This has been - - -
resolved after
the year-end.
Discrimination at - - - - - -
workplace
Child Labour - - - - - -
Forced Labour/ - - - - - -
Involuntary Labour
Wages - - - - - -
Other human rights - - - - - -
related issues
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, in the following format.

FY 2024-25 FY 2023-24
Total Complaints reported under Sexual Harassment on of Women at 1 0
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees / workers 100% 0%
Complaints on POSH upheld 0 0
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Response: We have a POSH committee in place that takes care of cases pertaining to harassment at the workplace.

Further, our policies on non-discrimination and POSH also outline the prohibition/prevention of harassment and
discrimination at the workplace.

9. Do human rights requirements form part of your business agreements and contracts?
Response: Yes, we consider all pertinent human rights criteria when engaging in business activities and entering

into contracts.

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10. Assessments for the year

% of your plants and offices that were assessed (by entity or statutory
authorities or third parties)
Child Labour
Forced/involuntary labour
Sexual harassment
100%
Discrimination at workplace
Wages
Others- please specify
11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessments at Question 10 above
Response: No significant risks or concerns were identified during the assessment. Therefore, corrective actions are

not currently necessary
Leadership Indicators

1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
Response: None of our business processes have been modified, since there have been no complaints/grievances

relating to human rights.

2. Details of the scope and coverage of any Human rights due diligence conducted.
Response: The Company prioritises human rights and has established a comprehensive human rights due

diligence process as an integral part of various policies. Our process focuses on identifying, preventing, mitigating
and accounting for potential human rights impacts throughout our operations. We also consider the valuable
feedback and due diligence conducted by our customers and auditors. This combined approach helps us ensure a
comprehensive understanding and management of human rights risks.

3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights
of Persons with Disabilities Act, 2016?
Response: Yes, our premises are accessible to differently abled visitors, Additionally, Unit II has a lift facility for

further convenience

4. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners) that
were assessed
Sexual Harassment
Discrimination at workplace
Child Labour
55%
Forced Labour
Involuntary Labour Wages
Others-please specify
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessments at Question 4 above.
Response: No significant risks or concerns were identified during the assessment. Therefore, corrective actions are

not currently necessary.

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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment.
Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format

Parameter FY 2024-25 FY 2023-24

From Renewable sources
Total electricity Consumption (A)
Total Fuel Consumption (B)
Nil Nil
Energy consumption through other sources (C)
Total energy consumed from renewable sources (A+B+C)
From Non-renewable sources
Total electricity consumption (D) 44,061.5 GJ 35,487.9 GJ
Total fuel consumption (E) 14,577.5 GJ 2,289.7 GJ
Energy consumption through other sources (F) Nil Nil
Total energy consumed from non-renewable sources (D+E+F) 58,639.04 GJ 37,777.7 GJ
Total energy consumed (A+B+C+D+E+F) 58,639.04 GJ 37,777.7 GJ
Energy intensity per rupee of turnover (Total energy consumed / Revenue 0.000004634 GJ/` 0.000003840 GJ/`
from operations)
Energy intensity per rupee of turnover adjusted for Purchasing Power 0.000094683 0.000085115
Parity (PPP)
(Total energy consumed / Revenue from operations adjusted for PPP)
Energy intensity in terms of physical output 4.2 3
Energy intensity (optional) – the relevant metric may be selected by the - -
entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency.

Response: No.

2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under
the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken,
if any.
Response: Not Applicable

3. Provide details of the following disclosures related to water, in the following format

Parameter FY 2024-25 FY 2023-24

Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 60,660 56,800
(iii) Third party water 7,861 7,171
(iv) Seawater / desalinated water 0 0
(v) Others 0 0
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 68,521 63,971
Total volume of water consumption (in kilolitres) 68,521 63,971
Water intensity per rupee of turnover 0.00000541 kL/` 0.00000650 kL/`
(Total water consumption / Revenuefrom operations)
Water intensity per rupee of turnover adjusted for Purchasing Power 0.00011064 0.00014413
Parity (PPP)
(Total water consumption / Revenue from operations adjusted for PPP)
Water intensity in terms of physical output 5 5.09
Water intensity (optional) the relevant metric may be selected by the - -
entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?

(Y/N) If yes, name of the external agency. Response: No.

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4. Provide the following details related to the water discharged.

Parameter FY 2024-25 FY 2023-24

Water discharge by destination and level of treatment (in kilolitres)
i. To Surface Water
- No Treatment 0 0
- With treatment- 2 stage treatment 0 0
ii. To Groundwater
- No Treatment 0 0
- With treatment- please specify level of treatment 18,720 1,050
iii. To Seawater
- No Treatment 0 0
- With treatment- please specify level of treatment 0 0
iv. Sent to third parties
- No Treatment 0 0
- With treatment- please specify level of treatment 0 0
v. Others
- No Treatment 0 0
- With treatment- please specify level of treatment 0 0
Total water discharged (in kiloitres) 18,720 1,050
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?

(Y/N) If yes, name of the external agency. Response: No.

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
Response: Yes, we operate both a Sewage Treatment Plant (STP) and an Effluent Treatment Plant (ETP) to effectively

manage common effluents (CETP). Recycled water is utilised for gardening purposes to minimise discharge, and
any sludge generated during operations is responsibly disposed of through authorised agencies.

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter Please specify unit FY 2024-25 FY 2023-24

NOx Ppm 14.88 17.1
SOx Ppm 7.55 6.8
Particulate Matter (PM) Mg/Nm3 65.22 73.4
Persistent organic pollutants (POP) 0 0
Volatile organic compounds (VOC) 0 0
Hazardous air pollutants (HAP) 0 0
Others – please specify 0 0
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?

(Y/N) If yes, name of the external agency. Response: Bangalore Analytical Research Centre Pvt. Ltd.

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following
format.

Parameter Unit FY 2024-25 FY 2023-24

Total Scope 1 emissions (Break-up of the GHG Metric tonnes of CO2 1,134.62 1,078.45
into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if equivalent
available)
Total Scope 2 emissions (Break-up of the GHG Metric tonnes of CO2 9,087.2 5,990.6
into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if equivalent
available)
Total Scope 1 and Scope 2 emission intensity per MTCO2e/` 0.00000081 0.00000072
rupee of turnover (Total Scope 1 and Scope 2 GHG
emissions / Revenue from operations)

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Parameter Unit FY 2024-25 FY 2023-24

Total Scope 1 and Scope 2 emission intensity per 0.00001650 0.00001590
rupee of turnover adjusted for Power Purchasing
Parity (PPP)
Total Scope 1 and Scope 2 emission intensity in 0.74 0.56
terms of physical output
Total Scope 1 and Scope 2 emission intensity - -
(optional) – the relevant metric may be selected
by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external

agency? (Y/N) If yes, name of the external agency. Response: No.

8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
Response: Yes, the Company is actively committed to reducing greenhouse gases emission. This includes,

implementing various strategies into operations such as utilising advanced technologies in manufacturing,
optimising energy use in our workspace and promoting responsible electricity consumption and direct emissions,
reference to that actions initiated as below:
 • Conventional type high energy consumed looping process converted to robotic controlled automation, by this
saved 65% of energy.
 • Testing DC motor replaced with AC motor to optimised energy conservation and saved 50% of power
consuming.
 • Electroistatic Fume killers procured & using in shop for portable welding/Brazing application to mitigate
Emission reduction.
 • Transport system optimised some extent for both general and fleet vehicles, like ‘’milk run’’ methodology.
 • Waste disposal including hazardous waste to authorised vendor for effective recycling process, to mitigate
emission & recycle the waste.
By all these upgrades saved 2,03,408 Units of energy per year & direct emissions, results in a reduction of emissions
& combats climate change.
The Company will continue to make efforts in this area, which includes;
a. Setting a goal to install Solar rooftops at Unit-3 of the Company in the year 2025-26.
b. Exploring and developing supply chain emission reductions projects.
c. Focusing the business towards renewable energy sources such as Hydro, Geothermal, Biomass, Waste to
Energy, Waste Heat Recovery, Gas based power plants and Wind to minimise our environmental footprint.
d. Energy conservation Audit plan and implementation in process, facility and utilities will continues to optimise
energy usage.
e. Optimisation opportunities in further level for both transport for General as well as fleet vehicle, (By milk run
Kaizen methodology).

9. Provide details related to waste management by the entity, in the following format

Parameter FY 2024-25 FY 2023-24

Total waste generated (in metric tonnes)
Plastic waste (A) 0 0
E-waste (B) 1.8 1.27
Bio-medical waste (C) 0 0
Construction and demolition waste (D) 0 0
Battery waste (E) 0 0
Radioactive waste (F) 0 0
Other hazardous waste. Please specify, if any (G) 47.57 29.9

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Parameter FY 2024-25 FY 2023-24

Other Non-hazardous waste generated (H). Please specify, if any. (Break- 0 0
up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 49.37 31.17
Waste intensity per rupee of turnover (Total waste generated / Revenue 0.0000000039 0.0000000032
from operations)
Waste intensity per rupee of turnover adjusted for Purchasing Power 0.00000008 0.00000007
Parity (PPP) (Total waste generated / Revenue from operations adjusted
for PPP)
Waste intensity in terms of physical output 0.0035 0.0024
Waste intensity (optional) – the relevant metric may be selected by the - -
entity
For each category of waste generated, total waste recovered through recycling, re-using or other recovery
operations (in metric tonnes)
Category of waste
(i) Recycled 49.37 31.17
(i) Reused 0 0
(ii) Other recovery options 0 0
Total 49.37 31.17

For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 0 0
(ii) Landfilling 0 0
(iii) Other disposal options 0 0
Total 0 0
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?

(Y/N) If yes, name of the external agency. Response: No.

10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted
by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the
practices adopted to manage such wastes.
Response: We maintain a dedicated scrap yard for the storage of hazardous waste and closely track the volume of

scrap generated. However, specific reduction targets for minimising waste generation have not yet been established.

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where
environmental approvals / clearances are required, please specify details in the following format:

S . Location of operations/ Type of operations Whether the conditions of environmental

No. offices approval / clearance are being complied with?
(Y/N).
If no, the reasons thereof and corrective action
taken, if any.
We do not have any operations/offices in/around ecologically sensitive areas.
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
the current financial year:

Name and EIA Date Whether conducted by Results communicated Relevant Web link
brief details of Notification independent external in public domain (Yes/
project No. agency (Yes / No) No)
Not Applicable

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13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India such as the
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following
format:

Response:

S. Specify the law / regulation/ Provide details Any fines / penalties / action taken Corrective action
No. guidelines which was not of the non- by regulatory agencies such as taken, if any
complied with compliance pollution control boards or by courts
Yes, the entity is compliant with the applicable environmental law/regulations/guidelines in India, for which, the
Company has received the consent from KSPCB.
Leadership Indicators

1. Water withdrawal, consumption, and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area
(ii) Nature of operations
(iii) Water withdrawal, consumption, and discharge in the following format

Parameter FY 2024-25 FY 2023-24

Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Nil Nil
Total volume of water withdrawal (in kilolitres)
Total volume of water consumption (in kilolitres)
Water intensity per rupee of turnover (Water consumed / turnover)
Water intensity (optional) – the relevant metric may be selected by the
entity
Water discharge by destination and level of treatment (in kilolitres)
(i) Surface water
- No treatment
- With treatment – please specify level of treatment
(ii) Groundwater
- No treatment
- With treatment – please specify level of treatment
(iii) Seawater
- No treatment Nil Nil
- With treatment – please specify level of treatment
(iv) Sent to third parties
- No treatment
- With treatment – please specify level of treatment
(v) Others
- No treatment
- With treatment – please specify level of treatment
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.

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2. Please provide details of total Scope 3 emissions & its intensity, in the following format:

Parameter Unit FY 2024-25 FY 2023-24

Total Scope 3 emissions (Break-up of the GHG Metric tonnes of CO2 35,535.09 34,338.02
into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if equivalent
available)
Total Scope 3 emissions per rupee of turnover 0.000002808 0.00000335
Total Scope 3 emission intensity (optional) – the - -
relevant metric may be selected by the entity
 ote: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency. Response: No.

3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention
and remediation activities.
Response: Not Applicable.

4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
details of the same as well as outcome of such initiatives, as per the following format:

S. Initiative Undertaken Details of the initiative (Web-link, if any, may be Outcome of the initiative
No. provided along-with summary)
1. CETP, Rain Harvesting We utilised wastewater treated by the Common
Effluent Treatment Plant (CETP) for gardening
purposes and recharged the groundwater by
channeling rainwater into bore wells, thereby
enhancing our groundwater resources.
2. LED Lightings, Exciter By replacing conventional or CFL lamps with
Frame LED lights, we achieved a 50% reduction in power
consumption.
3. Exciter frame heating The exciter frames were subjected to a heating
The outcomes of these
insertion eliminated insertion process before completion. However, we
initiatives were quite
have now eliminated this heating process entirely
negligible to quantify.
through cold pressing, resulting in significant
power savings and the elimination of emissions.
4. OXY Hydro gas generator We previously utilised oxy-acetylene gas for
implemented instead of brazing purposes. However, we have transitioned
oxy acetylene gas brazing to using an oxy-hydrogen generator, resulting in
process reduced emissions, heat generation, and overall
cost. On average, this shift has led to a 50% reduction
in our operational expenses compared to the oxy-
acetylene process.
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Response: Yes, at TDPS, we have established a comprehensive Business Continuity and Disaster Management Plan

that covers three critical business areas: manufacturing operations, data and IT infrastructure, and outsourced
process materials. The plan outlines potential disaster scenarios for each area, categorised by their likelihood of
occurrence (ranging from ‘Low’ to ‘Medium’) and severity (ranging from ‘Low’ to ‘Very High’).

6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
mitigation or adaptation measures have been taken by the entity in this regard.
Response: Recognising the significant environmental impact of carbon emissions, we at TDPS have initiated regular
interactive sessions with our suppliers to educate them and raise awareness about strategies and techniques for
reducing emissions. Further, we have also planned for implementation of ISO 50001:2018 Energy Management
System for TDPS.

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7. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts.
Response: 80%

PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that
is responsible and transparent.
Essential Indicators

1. a. Number of affiliations with trade and industry chambers/ associations.

Response: 3

b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such
body) the entity is a member of/ affiliated to.

S. Name of the trade and industry chambers/ associations Reach of trade and industry
No. chamber/associations
(State/National)
1. Bangalore Chamber of Industry and Commerce (BCIC) National
2. Federation of Karnataka Chambers of Commerce and Industry National
3. Indo German Chambers of Commerce International
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the
entity, based on adverse orders from regulatory authorities.
Response: Not applicable
Leadership Indicators

1. Details of public policy positions advocated by the entity:

S. Public policy Method resorted Whether information Frequency of Review by Board Web Link,
No. advocated for such available in public (Annually/ Half yearly/ Quarterly if available
advocacy domain? (Yes/No) / Others – please specify)
Nil

PRINCIPLE 8: Businesses should promote inclusive growth and equitable development.

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.

S. SIA Date of Whether conducted by Results communicated in public Relevant

No. Notification notification independent external domain? (Yes / No) Web link
No. agency (Yes / No)
Not Applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity, in the following format:

S. Name of Project for State District No. of Project Affected % of PAFs Amounts paid to
No. which R&R is ongoing Families (PAFs) covered by R&R PAFs in the FY (In `)
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community.
Response: Our dedicated Industrial Relations department effectively addresses community grievances through

various channels, including one-on-one and group discussions with beneficiaries. We also utilise meetings and
correspondence to provide opportunities for receiving and resolving grievances.

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT FY 2024-25 (CONTD.)

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2024-25 FY 2023-24
Directly sourced from MSMEs/ small producers 52% 48%
Directly sourced from within India 81% 81%
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers
employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage
cost.

FY 2024-25 FY 2023-24
Rural 45% 26%
Semi-urban 20% 25%
Urban 35% 49%
Metropolitan 0 0%

Leadership Indicators

1. 
Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above):

Details of negative social impact identified Corrective action taken

Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
as identified by government bodies:

S. State Aspirational District Amount spent (in `)

No.
Nil
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers
comprising marginalised /vulnerable groups? (Yes/No).
Response: No

(b) From which marginalised /vulnerable groups do you procure?

Response: Not Applicable

(c) What percentage of total procurement (by value) does it constitute?

Response: Not Applicable

4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in
the current financial year), based on traditional knowledge:

S. Intellectual Property based on Owned/ Acquired Benefit shared (Yes / No) Basis of calculating
No. traditional knowledge (Yes/No) benefit share
Not Applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved.

Name of the authority Brief on the case Corrective action taken

Not Applicable
6. Details of beneficiaries of CSR Projects:

S. CSR Project No. of persons benefitted % of beneficiaries from vulnerable and

No. from CSR Projects marginalised groups
The brief details of each CSR project undertaken by the Company during FY 2024-25 are disclosed in Annexure 6
of the Annual Report.

112 Annual Report 2024-25

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT FY 2024-25 (CONTD.)

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Response: At TDPS, customer complaints and grievances are handled via emails that are received from them.

Further, our customer care department interacts with customers through phone calls. Customers can also write to
us from our website at tdps@[Link].

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information
about:

As a % of total turnover
Environmental and social parameters relevant to the product 100%
Safe and responsible usage 100%
Recycling and/or safe disposal Not Applicable
3. Number of consumer complaints in respect of the following:

Category FY 2024-25 FY 2023-24

Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution at
year end of year year end of year
Data Privacy
Advertising
Cyber-security
Delivery of essential
services Nil None Nil None
Restrictive Trade
Practices
Unfair Trade Practices
Other
4. Details of instances of product recalls on account of safety issues:

Number Reasons for recall

Voluntary Recalls Nil None
Forced Recalls Nil
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If
available, provide a web-link of the policy.
Response: Yes, the Company has policies on cyber security and data privacy. These polices are available on the

Company’s intranet.

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty / action taken by regulatory authorities on safety of products / services.
Response: Not Applicable

7. Provide the following information relating to data breaches:

a. Number of instances of data breaches
Response: 0
b. Percentage of data breaches involving personally identifiable information of customers
Response: Nil
c. Impact, if any, of the data breaches
Response: Since there have been no data breaches, no impacts were reported.

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT FY 2024-25 (CONTD.)

Leadership Indicators

1. Channels / platforms where information on products and services of the entity can be accessed (provide web
link, if available).
Response: Details regarding our products and services are available on the Company’s website [Link]

[Link]/.

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
Response: At TDPS, we ensure safety and responsible use of our products and services when dealing with customers.

In lieu of that, we provide an operation and maintenance manual along with every product that we supply. Further,
all our products are equipped with warning labels and signs to help the customer be aware of the safe handling of
the product while in operation.

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

Response: In any case of disruption of essential services, TDPS takes a proactive approach in informing its customers

of the same through emails, as well as phone calls.

4. Does the entity display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to
consumer satisfaction relating to the major products / services of the entity, significant locations of operation of
the entity or the entity as a whole? (Yes/No).
Response: Yes, all our products are equipped with name plates to help the customer understand the design and

technical specifications of the product being procured by them. This helps them to utilise the product in a safe
manner within the prescribed conditions. Further, we carry out customer satisfaction surveys on a regular basis
to gather the perception of our customers through the products we deliver and always try to enhance our offerings
through the feedback we receive.

For and on behalf of the Board of Directors

Ahmedabad Mohib N. Khericha

May 12 ,2025 Chairman

114 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

INDEPENDENT AUDITORS’ REPORT

To that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion
THE MEMBERS OF TD POWER SYSTEMS LIMITED
on the standalone financial statements.
Report on the Audit of the Standalone Financial
Emphasis of Matter
Statements
We draw attention to Note no. 52 (a) to the audited
OPINION standalone financial statements, which describes
We have audited the accompanying standalone financial the basis on which the going concern assumption in
statements of TD Power Systems Limited (“the the preparation of financial statements of the Indian
Company”), which comprise the Standalone Balance subsidiary is considered appropriate and its evaluation
Sheet as at 31st March, 2025, the Standalone Statement of the carrying value of the said investment.
of Profit and Loss (including Other Comprehensive Our opinion is not modified in respect of the above
Income), the Standalone Statement of Changes in Equity matters.
and the Standalone Statement of Cash Flows for the
year then ended, and notes to the standalone financial KEY AUDIT MATTERS:
statements, including material accounting policies and Key audit matters are those matters that, in our
other explanatory information (hereinafter referred to professional judgment, were of most significance in our
as “the standalone financial statements”) in which are audit of the standalone financial statements of the current
included the financial statements of the Japan Branch period. These matters were addressed in the context of
for the year ended on that date audited by the branch our audit of the standalone financial statements as a
auditor of the Company located at Japan. whole, and in forming our opinion thereon, and we do
In our opinion and to the best of our information and not provide a separate opinion on these matters. We
according to the explanations given to us, the aforesaid have determined the matters described below to be the
standalone financial statements give the information key audit matters to be communicated in our report.
required by the Companies Act, 2013 (“the Act”) in
REVENUE RECOGNITION FOR CONTRACTS WITH
the manner so required and give a true and fair view
CUSTOMERS:
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Reasons why the matter was determined to be a key
Companies (Indian Accounting Standards) Rules, 2015, audit matter: The Company generates a significant
as amended, (“Ind AS”) and other accounting principles portion of the business by manufacturing AC Generators
generally accepted in India, of the state of affairs of and Electric Motors for various applications which are
the Company as at 31st March, 2025, its profit, total specifically designed and tailor-made to suit the needs
comprehensive income, changes in equity and its cash of the customers based on their requirements and
flows for the year ended on that date. specifications. The Company recognizes revenue in
accordance with IND AS 115 Revenue from contracts
BASIS FOR OPINION: with customers, generally when or as the entity satisfies
We conducted our audit of the standalone financial a performance obligation by transferring a promised
statements in accordance with the Standards on goods, services to a customer; i. e. when the customer
Auditing (SAs) specified under section 143(10) of the is able to direct the use of the transferred goods or
Companies Act, 2013. Our responsibilities under services and obtains substantially all of the remaining
those Standards are further described in the Auditor’s benefits, provided a contract with enforceable rights
Responsibilities for the Audit of the standalone financial and obligations exists and amongst others collectability
statements section of our report. We are independent of consideration is probable taking into account the
of the Company in accordance with the Code of Ethics creditworthiness of the customers. (Refer to note 1.5
issued by the Institute of Chartered Accountants of & 27 to the standalone financial statements). These
India (“ICAI”) together with the ethical requirements assessments include, in particular, the scope of deliveries
that are relevant to our audit of the standalone financial and services required to fulfil contractually defined
statements under the provisions of the Companies Act, obligations.
2013 and the Rules thereunder, and we have fulfilled our Auditor’s response: As part of our audit, in view of
other ethical responsibilities in accordance with these the significance of the matter, the following key audit
requirements and the ICAI‘s Code of Ethics. We believe procedures were performed by us.

TD Power Systems Limited 115

INDEPENDENT AUDITORS’ REPORT (CONTD.)

• Assessed the compliance of the Company’s revenue those charged with governance. In case of uncorrected
recognition accounting policies with applicable material misstatement, we are required to communicate
Indian accounting standards. to other stakeholders as appropriate as well as to take
• We obtained an understanding of the Company’s action applicable under applicable laws and regulations,
internally established methods, processes and if any.
control mechanisms from order to delivery.
MANAGEMENT’S RESPONSIBILITY FOR THE
We have also assessed the design and operating
STANDALONE FINANCIAL STATEMENTS
effectiveness of the internal controls by obtaining
an understanding of such business transactions, The Company’s Board of Directors is responsible for
and testing controls over these processes. the matters stated in section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation
• As part of our substantive audit procedures, we
of these standalone financial statements that give a
evaluated the management’s assumptions based on
true and fair view of the financial position, financial
a risk-based selection of a sample of contracts. We
performance including other comprehensive income,
have carried out verification of documents relating
changes in equity and cash flows of the Company in
to these sales that include the documents for final
accordance with the accounting principles generally
testing, dispatch of goods or acknowledgment of
accepted in India, including the Indian Accounting
acceptance of the goods. We performed cut-off
Standards (Ind AS) specified under Section 133 of the
procedures to ensure that year-end sales are in
Act. This responsibility also includes maintenance of
accordance with the revenue recognition policy of
adequate accounting records in accordance with the
the Company. The performance of obligations is
provisions of the Act for safeguarding of the assets of
considered complete, generally when the testing
the Company and for preventing and detecting frauds
of goods is completed/customer has accepted the
and other irregularities; selection and application of
goods.
appropriate accounting policies; making judgments and
INFORMATION OTHER THAN THE FINANCIAL estimates that are reasonable and prudent; and design,
STATEMENTS AND AUDITOR’S REPORT THEREON implementation and maintenance of adequate internal
financial controls that were operating effectively
The Company’s Board of Directors is responsible for the
for ensuring the accuracy and completeness of the
other information. The other information comprises the
accounting records, relevant to the preparation and
Management Discussion and Analysis, Board of Directors’
presentation of the standalone financial statements
report, Corporate Governance Report and other
that give a true and fair view and are free from material
information published along with but does not include
misstatement, whether due to fraud or error.
the standalone financial statements and the consolidated
financial statements and our auditor’s report thereon. In preparing the standalone financial statements, the
The Management Discussion and Analysis, Board of Board of Directors is responsible for assessing the
Directors’ Report, Corporate Governance Report etc., is Company’s ability to continue as a going concern,
expected to be made available to us after the date of this disclosing, as applicable, matters related to going
auditor’s report. concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
Our opinion on the standalone financial statements does
the Company or to cease operations, or has no realistic
not cover the other information and we do not and will
alternative but to do so.
not express any form of assurance conclusion thereon.
The Board of Directors are also responsible for overseeing
In connection with our audit of the standalone financial
the Company’s financial reporting process.
statements, our responsibility is to read the other
information identified above when it becomes available
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF
and, in doing so, consider whether the other information
THE STANDALONE FINANCIAL STATEMENTS
is materially inconsistent with the standalone financial
Our objectives are to obtain reasonable assurance about
statements or our knowledge obtained in the audit, or
whether the standalone financial statements as a whole
otherwise appears to be materially misstated. When we
are free from material misstatement, whether due to
read the Management Discussion and Analysis, Board
fraud or error, and to issue an auditor’s report that
of Directors’ Report, Corporate Governance Report etc.,
includes our opinion. Reasonable assurance is a high
if, we conclude that there is a material misstatement
level of assurance but is not a guarantee that an audit
therein, we are required to communicate the matter to

116 Annual Report 2024-25

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INDEPENDENT AUDITORS’ REPORT (CONTD.)

conducted in accordance with SAs will always detect including the disclosures, and whether the
a material misstatement when it exists. Misstatements standalone financial statements represent the
can arise from fraud or error and are considered material underlying transactions and events in a manner
if, individually or in the aggregate, they could reasonably that achieves fair presentation.
be expected to influence the economic decisions of We communicate with those charged with governance
users taken on the basis of these standalone financial regarding, among other matters, the planned scope
statements. and timing of the audit and significant audit findings,
As part of an audit in accordance with SAs, we exercise including any significant deficiencies in internal
professional judgment and maintain professional financial control that we identify during our audit.
scepticism throughout the audit. We also: We also provide those charged with governance with
• Identify and assess the risks of material a statement that we have complied with relevant
misstatement of the standalone financial ethical requirements regarding independence, and to
statements, whether due to fraud or error, design communicate with them all relationships and other
and perform audit procedures responsive to those matters that may reasonably be thought to bear on our
risks, and obtain audit evidence that is sufficient independence, and where applicable, related safeguards.
and appropriate to provide a basis for our opinion. From the matters communicated with those charged
The risk of not detecting a material misstatement with governance, we determine those matters that
resulting from fraud is higher than for one resulting were of most significance in the audit of the standalone
from error, as fraud may involve collusion, forgery, financial statements of the current period and are
intentional omissions, misrepresentations, or the therefore the key audit matters. We describe these
override of internal control. matters in our auditor’s report unless law or regulation
• Obtain an understanding of internal control relevant precludes public disclosure about the matter or when,
to the audit in order to design audit procedures in extremely rare circumstances, we determine that
that are appropriate in the circumstances. Under a matter should not be communicated in our report
section 143(3)(i) of the Companies Act, 2013, we because the adverse consequences of doing so would
are also responsible for expressing our opinion reasonably be expected to outweigh the public interest
on whether the Company has adequate internal benefits of such communication.
financial controls with reference to financial
statements in place and the operating effectiveness OTHER MATTER
of such controls. We did not audit the financial statements of Japan
• Evaluate the appropriateness of accounting policies Branch included in the standalone financial statements
used and the reasonableness of accounting estimates of the Company whose financial statements reflect total
and related disclosures made by the management. assets of Rs. 2,598.55 lakhs as at 31st March, 2025 and
• Conclude on the appropriateness of management’s total revenues of Rs. 2,131.70 Lakhs for the year ended
use of the going concern basis of accounting and on that date, as considered in the standalone financial
based on the audit evidence obtained, whether a statements. The financial statements of the Branch
material uncertainty exists related to events or have been audited by the branch auditors whose report
conditions that may cast significant doubt on the has been furnished to us, and our opinion in so far as
Company’s ability to continue as a going concern. it relates to the amounts and disclosures included in
If we conclude that a material uncertainty exists, respect of the Branch, is based solely on the report of
we are required to draw attention in our auditor’s such branch auditor.
report to the related disclosures in the standalone Our opinion is not modified in respect of this matter.
financial statements or, if such disclosures are
REPORT ON OTHER LEGAL AND REGULATORY
inadequate, to modify our opinion. Our conclusions
REQUIREMENTS
are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events 1. As required by the Companies (Auditor’s Report)
or conditions may cause the Company to cease to Order, 2020 (‘the Order’) issued by the Central
continue as a going concern. Government of India in terms of section 143(11) of
the Act, we give in the ‘Annexure A’ a statement on
• Evaluate the overall presentation, structure and
the matters specified in the paragraph 3 and 4 of the
content of the standalone financial statements,
said Order, to the extent applicable.

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INDEPENDENT AUDITORS’ REPORT (CONTD.)

2. As required by Section 143 (3) of the Act, we report Company and the operating effectiveness of
that: such controls, refer to our separate report in
a. We have sought and obtained all the ‘Annexure B’;
information and explanations which to the best i. With respect to the other matters to be
of our knowledge and belief were necessary for included in the Auditor’s report in accordance
the purposes of our audit; with Rule 11 of the Companies (Audit and
b. In our opinion, proper books of account as Auditors) Rules, 2014, in our opinion and to the
required by law have been kept by the Company best of our information and according to the
so far as it appears from our examination of explanations given to us:
those books and proper returns adequate for i. the Company has disclosed pending
the purpose of our audit have been received litigations in its standalone financial
from the Branch not visited by us, but audited statements, the impact if any on the
by the branch auditor except for the matters final settlement of these litigations on
stated in the paragraph 2(i)(vi) below on its financial position is not ascertainable
reporting under Rule 11(g) of the Companies at this stage – Refer Note No. 37 of
(Audit and Auditors) Rules, 2014. standalone financial statements;
c. The report on the accounts of one branch ii. the Company did not have any long-term
office audited under section 143 by a person contracts including derivative contracts
other than the company’s auditor has been for which there were any material
forwarded to us as required by sub-section foreseeable losses. Refer Note No. 42(b) of
(8) of section 143 and have been properly dealt the standalone financial statements;
with in preparing our report in the manner
iii. there has been no delay in transferring
considered necessary by us;
amounts, required to be transferred to
d. The Standalone Balance Sheet, the Standalone the Investor Education and Protection
Statement of Profit and Loss including Other Fund by the Company during the year –
Comprehensive Income, the Standalone Refer Note 42(c) of standalone financial
Statement of Changes in Equity, and the statements.
Standalone Statement of Cash Flow dealt with
iv. (a) The Management has represented
by this Report are in agreement with the books
that, to the best of their knowledge
of account and with the returns received from
and belief, as disclosed in Note
the branch not visited by us but audited by the
No.42(d) of the standalone financial
branch auditor.
statements, no funds have been
e. In our opinion, the aforesaid standalone advanced or loaned or invested
financial statements comply with the Ind AS (either from borrowed funds or share
specified under Section 133 of the Act. premium or any other sources or kind
f. On the basis of the written representations of funds) by the Company to or in
received from the directors as on 31st March, any other person or entity, including
2025 taken on record by the Board of Directors, foreign entity (“Intermediaries”),
none of the directors is disqualified as on 31st with the understanding, whether
March, 2025 from being appointed as a director recorded in writing or otherwise,
in terms of Section 164 (2) of the Act. that the Intermediary shall, whether,
g. The modifications relating to the maintenance directly or indirectly lend or invest
of accounts and other matters connected in other persons or entities identified
therewith are as stated in the paragraph in any manner whatsoever by or on
2(b) above on reporting under Section 143(3) behalf of the Company (“Ultimate
(b) of the Act and paragraph 2(i)(vi) below on Beneficiaries”) or provide any
reporting under Rule 11(g) of the Companies guarantee, security or the like on
(Audit and Auditors) Rules, 2014. behalf of the Ultimate Beneficiaries;
h. With respect to the adequacy of the internal (b) The Management has represented,
financial controls with reference to these that, to the best of their knowledge
standalone financial statements of the and belief, as disclosed in Note

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INDEPENDENT AUDITORS’ REPORT (CONTD.)

No.42(e) of the standalone financial vi. Based on our examination and audit
statements, no funds have been procedures carried by us which
received by the Company from any included test checks, the Company has
person or entity, including foreign used accounting software systems for
entity (“Funding Parties”), with the maintaining its books of account for
understanding, whether recorded which have the feature of recording
in writing or otherwise, that the
audit trail (edit log) facility and the same
Company shall, whether, directly
has operated throughout the year for all
or indirectly, lend or invest in other
relevant transactions recorded in the
persons or entities identified in any
manner whatsoever by or on behalf software systems except for the instances
of the Funding Party (“Ultimate below:
Beneficiaries”) or provide any (a) The feature of recording audit trail
guarantee, security or the like on (edit log) facility was enabled at the
behalf of the Ultimate Beneficiaries; application layer of the accounting
and software for maintaining the Vendor
(c) Based on the audit procedures that Master & Customer Master with
have been considered reasonable and effect from August 12, 2024 and
appropriate in the circumstances, General Ledger Creation with effect
nothing has come to our notice that from January 3, 2025. Audit trail
has caused us to believe that the for Bank Master creation was not
representations under sub-clause
enabled during the year.
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any Further, during the course of our
material misstatement; audit we did not come across any
v. (a) The final dividend paid by the instance of the audit trail feature
Company during the year, in respect being tampered with and the
of the same declared for the previous audit trail has been preserved by
year is in accordance with Section the Company as per the statutory
123 of the Act, to the extent it applies requirements for record retention.
to the payment of dividend. 3. With respect to the other matters to be included
(b) The interim dividend declared and in the Auditor’s Report in accordance with the
paid by the Company during the year requirements of section 197(16) of the Act, as
and until the date of this audit report amended;
is in accordance with the section 123
In our opinion and to the best of our information
of the Companies Act, 2013.
and according to the explanations given to us
(c) As stated in note 48(b) to the
and as per the verification of the records of the
standalone financial statements, the
company, the remuneration paid by the Company
Board of Directors of the Company
to its directors during the year is within the limit
have proposed final dividend for the
year which is subject to the approval laid down under the provisions of section 197
of the members at the ensuing the Act. The remuneration paid to any director
Annual General Meeting. The by the Company is not in excess of the limit laid
dividend proposed is in accordance down under Section 197 of the Act. The Ministry
with the section 123 of the Act to of Corporate Affairs has not prescribed any other
the extent it applies to proposed details under Section 197(16) of the Act which are
dividend, as applicable. required to be commented upon by us.

For VARMA & VARMA

Chartered Accountants
FRN 004532S

ABRAHAM BABY CHERIAN

Partner
Place: Bangalore [Link].218851
Date : May 12, 2025 UDIN - 25218851BMIGKX5859

TD Power Systems Limited 119

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT
Annexure referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ of our
Independent Auditor’s Report of even date on the Standalone Financial Statements of TD Power Systems Limited for
the year ended 31st March 2025.

i. In respect of its property, plant and equipment and of 10% or more in the aggregate for each class
intangible assets: of inventory were noticed on such physical
a) A. 
The Company has maintained proper verification.
records which are showing full b) According to the information and explanations
particulars, including quantitative details given to us and on the basis of our examination
and situation of Property, Plant and of the records of the Company, the Company
Equipment. has been sanctioned working capital limits in
B. 
The Company has maintained proper excess of five crore rupees, in aggregate, from
records showing full particulars of banks on the basis of security of current assets.
intangible assets. The quarterly returns or statements filed by
the Company with such banks in respect of the
b) The Company has a programme of physical
gross value of collateral security (excluding the
verification of Property, Plant, and Equipment
impact of quarterly book closure adjustments
of the Company, which in our opinion, is
& other adjustments) are in agreement
reasonable having regard to the size of the
with the books of account of the Company
Company and nature of its assets. Pursuant
(Refer to Note 54 of standalone financial
to the programme, certain Property, Plant,
statements). The Company has not been
and Equipment were physically verified by
sanctioned any working capital limit from the
the management during the year. According
financial institutions.
to the information and explanations given
to us, there were no material discrepancies iii. 
According to the information and explanations
identified on such verification when compared provided to us and based on our verification of
with available records of the Company. the records of the Company, during the year,
the Company has not made any investments in,
c) According to the information and explanations
provided any financial guarantee or security or
given to us and as per the verification of the
granted any loans or advances in the nature of
records of the Company, the title deeds of
loans (excluding loans to employees), secured or
the all immovable properties (other than
unsecured, to companies, firms, Limited Liability
properties where the company is the lessee
Partnerships or any other parties.
and the lease agreements are duly executed in
favour of the lessee) disclosed in the standalone a) According to the information and explanations
financial statements, are held in the name of given to us, during the year, the Company has
the Company. not provided advances in the nature of loans,
or financial guarantee, or provided security
d) 
The Company has not revalued any of its
to any other entity during the year. Hence
Property, Plant and Equipment or intangible
reporting under clause 3(iii)(a) of the Order is
assets or both during the year.
not applicable.
e) According to the information and explanations
b) 
The Company has not made investments,
given to us and as per our verification of the
provided guarantees or given securities. Hence
records of the Company, no proceedings have
reporting under clause 3(iii)(b) of the Order is
been initiated during the year or are pending
not applicable.
against the Company as at 31st March, 2025
for holding any benami property under the c) According to the information and explanation
Benami Transactions (Prohibition) Act, 1988 given to us, during the year, the Company
and rules made thereunder. has not provided any loans to its subsidiaries
during the year. Hence reporting under clause
ii. a) 
The inventory has been physically verified
3(iii)(c) of the Order is not applicable.
by the management during the year and at
the year end. In our opinion, the frequency d) In respect of loans granted by the Company
of verification is reasonable and the coverage in previous year, there is no due amount
and procedure of such verification by the remaining outstanding as at the balance sheet
management is appropriate. No discrepancies date.

120 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)

e) Loan granted by the Company which has fallen due during the year, was renewed on or before maturity.
However, no fresh loans have been granted to settle the overdue of existing loans given to the same parties.
The details of loans renewed during the year are given below:
Name of the parties Aggregate amount of overdues of Percentage of the aggregate to
existing loans renewed during the the total loans or advances in the
year (Rs. In Lakhs) nature of loans granted during the
year
TD Power Systems USA Inc. Rs 135.04 Not Applicable. No fresh loans were
granted during the year.

f) 
The Company has not granted any loans maintenance of cost records under Section 148(1)
or advances in the nature of loans either of the Companies Act, 2013 and are of the opinion
repayable on demand or without specifying that prima facie, the prescribed accounts and
any terms or period of repayment during the records have been made and maintained. We have,
year. Hence, reporting under clause 3(iii)(e) is however, not made a detailed examination of the
not applicable. accounts and records with a view to determining
iv. In our opinion and according to the information and whether they are accurate or complete.
explanations given to us, the Company has complied vii. a) According to the information and explanations
with the provisions of Sections 185 and 186 of the given to us and as per our verification of
Companies Act, 2013 in respect of loans granted, the records of the Company, the Company
investments made and guarantees and securities has been generally regular in depositing
provided to the subsidiaries, as applicable. There undisputed statutory dues including Goods
was no loan granted or guarantee provided to other and Services Tax, provident fund, employees’
parties. state insurance, income-tax, sales-tax, service
v. 
According to the information and explanations tax, duty of customs, duty of excise, value
given to us, the Company has not accepted any added tax, cess and any other statutory dues to
deposit and there were no amounts which are the appropriate authorities during the year to
deemed to be deposits. Accordingly, the provisions the extent applicable. There are no arrears of
of paragraph 3(v) of the Order are not applicable. undisputed statutory dues of a material nature
outstanding as at the last day of the financial
vi. We have broadly reviewed the books of account and
year for a period of more than six months from
records maintained by the Company pursuant to
the date on which they became payable.
the Rules made by the Central Government, for the

b) According to the information and explanations given to us and as per our verification of the records of the
Company, there were no disputed amounts of statutory dues referred to in sub-clause (a) that have not been
deposited with appropriate authorities as at 31st March 2025, except for the following:
Name of the Nature of the Amount Period (financial Forum where dispute is
Statute dues (Rs. In Lakhs) year) to which the pending
amount relates to
Income Tax Act, Income Tax 15.80 2011-12 Commissioner of Income Tax
1961 (Appeals)
Income Tax Act, Income Tax 27.56 2015-16 Commissioner of Income Tax
1961 (Appeals)
Income Tax Act, Income Tax 1,942.67 2016-17 High Court of Karnataka
1961
Goods and Service Goods and 6.89 July 2017 to March National Appellate Tribunal
Tax Act, 2017 Service Tax 2018 (Appellate Tribunal)
viii. According to the information and explanations provided to us and based on our verification of records of the
Company, there were no transactions not recorded in the books of account which were surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961. Hence, the paragraph 3(viii) of the
Order is not applicable.

TD Power Systems Limited 121

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)

ix. a) According to the information and explanations b) According to the information and explanation
provided to us and based on our verification given to us and as per our verification of the
of the records of the Company, Company has records of the company, no report under sub-
not defaulted in repayment of loans or other section (12) of section 143 of the Companies
borrowings or in the payment of interest Act has been filed in Form ADT-4 as
thereon to any lender. prescribed under rule 13 of Companies (Audit
b) 
The Company has not been declared wilful and Auditors) Rules, 2014 with the Central
defaulter by any bank or financial institution Government, during the year and up to the
or other lender. date of this report.

c) 
The Company has not taken any term loan c) According to the information and explanations
during the year and there are no outstanding given to us and as per our verification of
term loans at the beginning of the financial records of the Company, no whistle-blower
year and hence, reporting under clause 3(ix)(c) complaints have been received during the year
of the Order is not applicable. by the Company.

d) On an overall examination of the standalone xii. 

According to the information and explanations
financial statements of the Company, funds provided to us and based on our verification of the
raised on short-term basis have, prima facie, records of the Company, the Company is not a Nidhi
not been used during the year for long-term company. Accordingly, paragraph 3(xii) of the Order
purposes by the Company. is not applicable.

e) On an overall examination of the standalone xiii. 

According to the information and explanations
financial statements of the Company, the given to us and as per our verification of records of
Company has not taken any funds from any the Company, transactions with the related parties
entity or person on account of or to meet the are in compliance with the sections 177 and 188 of
obligations of its subsidiaries. the Act and details of such transactions have been
disclosed in the standalone financial statements
f) The Company has not raised any loans during
as required by the applicable Indian Accounting
the year on the pledge of securities held in its
Standards (Ind AS).
subsidiaries and hence reporting on clause
3(ix)(f) of the Order is not applicable. xiv. a) In our opinion the Company has an internal
audit system which is commensurate with the
x. a) According to the information and explanations
size and the nature of its business.
given to us and as per our verification of
records of the Company, the Company has b) 
We have considered, the internal audit
not raised money by way of initial public reports for the year under audit, issued to the
offer or further public offer (including debt Company.
instruments) during the year. Accordingly, the xv. 
According to the information and explanations
provisions of paragraph 3(x)(a) of the Order are given to us and as per our verification of records
not applicable. of the Company, the Company has not entered
b) According to the information and explanations into non-cash transactions with the directors or
given to us and as per our verification of records persons connected with the directors. Accordingly,
of the Company, the Company has not made paragraph 3 (xv) of the Order is not applicable.
preferential allotment or private placement xvi. a) According to the information and explanations
of shares or convertible debentures (fully, given to us the Company is not required to be
partially or optionally convertible) during the registered under section 45-IA of the Reserve
year and hence reporting under clause 3(x)(b) Bank of India Act, 1934. Accordingly, clause
of the Order is not applicable. 3(xvi)(a) of the Order is not applicable.
xi. a) According to the information and explanations b) 
The Company is not engaged in any Non-
given to us and as per our verification of records Banking Financial or Housing Finance
of the Company, no fraud by the Company or activities. Accordingly, the requirement to
any fraud on the Company has been noticed or report on clause (xvi)(b) of the Order is not
reported during the year. applicable to the Company.

122 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)

c) According to the information and explanations state that this is not an assurance as to the future
given to us the company is not a Core viability of the Company. We further state that our
Investment Company (CIC) as defined in the reporting is based on the facts up to the date of the
regulations made by the Reserve Bank of India. audit report and we neither give any guarantee nor
Hence, reporting under clause 3(xvi)(c) of the any assurance that all liabilities falling due within a
Order is not applicable. period of one year from the balance sheet date, will
d) As represented to us by the management, there get discharged by the Company as and when they
is no core investment company as defined in fall due.
the regulations made by the Reserve Bank xx. a) 
In our opinion and according to the
of India within the Group. Hence, reporting information and explanation given to us, there
under clause 3(xvi)(d) of the Order is not are no unspent amounts towards Corporate
applicable. Social Responsibility (CSR) on other than
xvii. The Company has not incurred cash losses during ongoing projects requiring a transfer to a Fund
the financial year and the immediately preceding specified in Schedule VII to the Companies
financial year. Act in compliance with second proviso to
sub-section (5) of Section 135 of the said Act.
xviii.
There has been no resignation of the statutory
Accordingly, reporting under clause 3(xx)(a) of
auditors of the Company during the year and
the Order is not applicable.
accordingly requirement to report on Clause 3(xviii)
of the Order is not applicable to the Company. b) In our opinion and according to the information
and explanations given to us, there are no
xix. 
On the basis of the financial ratios, ageing and
amount remaining unspent in respect of
expected dates of realisation of financial assets and
ongoing projects at the end of the financial
payment of financial liabilities, other information
year. Accordingly, reporting under clause (xx)
accompanying the financial statements and
(b) of the Order is not applicable.
our knowledge of the Board of Directors and
Management plans, nothing has come to our For VARMA & VARMA
attention, which causes us to believe that any Chartered Accountants
material uncertainty exists as on the date of the audit FRN 004532S
report indicating that Company is not capable of
meeting its liabilities existing at the date of balance ABRAHAM BABY CHERIAN
sheet as and when they fall due within a period of Partner
one year from the balance sheet date. We, however, Place: Bangalore [Link].218851
Date : May 12, 2025 UDIN - 25218851BMIGKX5859

TD Power Systems Limited 123

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT
ANNEXURE REFERRED TO IN PARA 2 (h) “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS”
OF THE INDEPENDENT AUDITOR’S REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143
OF THE COMPANIES ACT, 2013 (“THE ACT”)

We have audited the internal financial controls operating effectiveness. Our audit of internal financial
with reference to standalone financial statements of controls over financial reporting included obtaining
TD Power Systems Limited (“the Company”) as of an understanding of internal financial controls over
31st March, 2025 in conjunction with our audit of the financial reporting, assessing the risk that a material
Standalone Financial Statements of the Company for the weakness exists, and testing and evaluating the design
year ended on that date. and operating effectiveness of internal control based on
the assessed risk. The procedures selected depend on
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL the auditor’s judgment, including the assessment of the
FINANCIAL CONTROLS risks of material misstatement of financial statements,
The Company’s management is responsible for whether due to fraud or error.
establishing and maintaining internal financial controls We believe that the audit evidence we have obtained is
based on the internal control over financial reporting sufficient and appropriate to provide a basis for our audit
criteria established by the Company considering the opinion on the Company’s internal financial controls
essential components of internal control stated in the with reference to these standalone financial statements.
Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by the Institute of MEANING OF INTERNAL FINANCIAL CONTROLS
Chartered Accountants of India (“the ICAI”). These WITH REFERENCE TO THESE STANDALONE
responsibilities include the design, implementation and FINANCIAL STATEMENTS
maintenance of adequate internal financial controls that A company’s internal financial controls with reference
were operating effectively for ensuring the orderly and to these standalone financial statements is a process
efficient conduct of its business, including adherence designed to provide reasonable assurance regarding the
to company’s policies, the safeguarding of its assets, reliability of financial reporting and the preparation of
the prevention and detection of frauds and errors, financial statements for external purposes in accordance
the accuracy and completeness of the accounting with generally accepted accounting principles. A
records, and the timely preparation of reliable financial company’s internal financial controls with reference to
information, as required under the Companies Act, 2013. these standalone financial statements includes those
policies and procedures that;
AUDITORS’ RESPONSIBILITY
1) pertain to the maintenance of records that, in
Our responsibility is to express an opinion on the reasonable detail, accurately and fairly reflect the
Company’s internal financial controls with reference transactions and dispositions of the assets of the
to these standalone financial statements based on our company;
audit. We conducted our audit in accordance with the
2) provide reasonable assurance that transactions
Guidance Note on Audit of Internal Financial Controls
are recorded as necessary to permit preparation of
over Financial Reporting (the “Guidance Note”) issued by
financial statements in accordance with generally
the Institute of Chartered Accountants of India and the
accepted accounting principles, and that receipts
Standards on Auditing prescribed under section 143(10)
and expenditures of the Company are being
of the Companies Act, 2013, to the extent applicable to an
made only in accordance with authorizations of
audit of internal financial controls. Those Standards and
management and directors of the Company; and
the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain 3) provide reasonable assurance regarding prevention
reasonable assurance about whether adequate internal or timely detection of unauthorized acquisition, use,
financial controls with reference to these standalone or disposition of the Company’s assets that could
financial statements was established and maintained have a material effect on the financial statements.
and if such controls operated effectively in all material
INHERENT LIMITATIONS OF INTERNAL
respects.
FINANCIAL CONTROLS WITH REFERENCE TO
Our audit involves performing procedures to obtain audit
STANDALONE FINANCIAL STATEMENTS
evidence about the adequacy of the internal financial
Because of the inherent limitations of internal financial
controls system over financial reporting and their
controls with reference to standalone financial

124 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)

statements, including the possibility of collusion or March, 2025, based on the internal financial control over
improper management override of controls, material financial reporting criteria established by the Company
misstatements due to error or fraud may occur and not considering the essential components of internal
be detected. Also, projections of any evaluation of the control stated in the Guidance Note on Audit of Internal
internal financial controls with reference to standalone Financial Controls Over Financial Reporting issued by
financial statements to future periods are subject to the the Institute of Chartered Accountants of India.
risk that the internal financial control over financial
reporting may become inadequate because of changes
For VARMA & VARMA
in conditions, or that the degree of compliance with the
Chartered Accountants
policies or procedures may deteriorate.
FRN 004532S

OPINION
ABRAHAM BABY CHERIAN
In our opinion, the Company has, in all material Partner
respects, an adequate internal financial controls with Place: Bangalore [Link].218851
reference to standalone financial statements and such Date : May 12, 2025 UDIN - 25218851BMIGKX5859
internal financial controls with reference to standalone
financial statements were operating effectively as at 31st

TD Power Systems Limited 125

STANDALONE BALANCE SHEET
AS AT MARCH 31, 2025

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Note As at As at
No. March 31, 2025 March 31, 2024
I. ASSETS
Non - current assets
Property, plant and equipment 2 17,573.37 15,497.07
Capital work in progress 3 1,658.94 55.90
Right-of-use assets 4 1,720.07 1,720.07
Other intangible assets 5 941.35 930.62
Financial assets:
Investments 6 1,355.75 2,653.71
Loans 7 - 352.33
Other financial assets 8 156.72 236.17
Other non-current assets 9 2,603.70 26,009.90 1,821.43 23,267.30
Current assets
Inventories 10 33,145.52 23,772.56
Financial assets
Trade receivables 11 48,427.58 31,034.56
Cash and cash equivalents 12 2,447.00 5,524.71
Bank balances other than cash and cash equivalents 13 12,313.24 13,426.22
Other financial assets 14 3,329.99 1,524.75
Other current assets 15 5,569.84 105,233.17 2,676.01 77,958.81
TOTAL ASSETS 131,243.07 101,226.11
II. EQUITY AND LIABILITIES
Equity:
Equity share capital 16 3,123.67 3,123.40
Other equity 17 80,464.89 83,588.56 66,988.24 70,111.64
Liabilities:
Non - current liabilities
Financial Liabilities - Lease Liabilities 21 0.82 0.89
Provisions 18 886.17 708.72
Deferred tax liabilities (Net) 19 330.72 1,217.71 36.18 745.79
Current Liabilities
Financial Liabilities:
Borrowings 20 1,220.75 -
Lease Liabilities 21 0.22 0.06
Trade payables
-  total outstanding dues of micro enterprises and 2,380.30 2,487.10
small enterprises 22
-  total outstanding dues of creditors other than micro 20,602.06 11,389.08
enterprises and small enterprises
Other financial liabilities 23 8,881.50 8,134.55
Other current liabilities 24 11,733.25 6,696.39
Provisions 25 644.97 503.59
Current tax liabilities-Net 26 973.75 46,436.80 1,157.91 30,368.68
TOTAL EQUITY AND LIABILITIES 131,243.07 101,226.11
Material Accounting Policies 1
The accompanying notes form an integral part of the standalone financial statements

This is the balance sheet referred to in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

126 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

STANDALONE STATEMENT OF PROFIT & LOSS

FOR THE YEAR ENDED MARCH 31, 2025

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Note Year ended Year ended

No. March 31, 2025 March 31, 2024
I REVENUE FROM OPERATIONS 27 126,539.62 98,387.90
II Other income 28 2,309.44 2,350.11
III TOTAL INCOME (I + II) 128,849.06 100,738.01
IV EXPENSES
Cost of materials consumed 29 88,435.88 66,539.02
Purchases for spares & after market business, net of 30 702.79 1,911.67
changes in inventories of stock in trade
Changes in inventories of finished goods and work in 31 (3,612.22) 85,526.45 (2,646.66) 65,804.03
progress
Employee benefits expenses 32 11,137.98 9,609.94
Finance costs 33 305.84 30.96
Depreciation and amortisation expense 34 1,885.07 2,031.45
Other expenses 35 8,777.50 6,615.33
TOTAL EXPENSES 107,632.84 84,091.71
V Profit before exceptional items and tax (III-IV) 21,216.22 16,646.30
VI Exceptional items 36 (300.00) 5.67
VII Profit before tax (V+VI) 20,916.22 16,651.97
VIII Tax expense: (Refer Note No.40(a) & (b))
Current tax 5,250.70 4,507.85
Deferred tax (credit) 294.52 5,545.22 (273.70) 4,234.15
IX Profit for the year (VII-VIII) 15,371.00 12,417.82
X Other comprehensive income
Items that will not be reclassified to profit or (loss)
Remeasurement of defined benefit plans (118.08) (168.22)
Income tax on above defined benefit plans (Refer Note 29.72 (88.36) 42.34 (125.88)
No.40(c))
Items that will be reclassified to profit or (loss) 38
Exchange difference on translation of foreign operations 17.39 (88.47)
Income tax on exchange difference on translation of (4.38) 13.01 22.27 (66.20)
foreign operations (Refer Note No.40(c))
Total (75.35) (192.08)
XI Total comprehensive income for the year (IX+X) 15,295.65 12,225.74
XII Earnings per equity share of ` 2/- each
Basic (in ` ) 39 9.84 7.95
Diluted (in ` ) 9.84 7.95
Material Accounting Policies 1

The accompanying notes form an integral part of the standalone financial statements

This is the statement of profit and loss referred to in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

TD Power Systems Limited 127

 Amounts in Indian Rupees in lakhs, except as otherwise stated

128
Particulars Equity Other Equity Total other
Share Reserves and surplus Stock Shares Exchange equity
Capital option Purchased difference attributable
Securities Retained General Capital
(Equity Outstanding by ESOP on to equity
Premium earnings reserve Redemption
Shares of Account Trust translation share
Reserve
` 2 each of foreign holders
issued, operations of the
subscribed Company
and fully
paidup)
Balance as at April 01, 2024 3,123.40 19,319.00 44,480.47 2,955.06 230.42 39.55 - (36.26) 66,988.24
Shares issued during the year 0.27 - - - - - - - -
to ESOP trust
Profit for the period April 01, - - 15,371.00 - - - - - 15,371.00
2024 to March 31, 2025
FOR THE YEAR ENDED MARCH 31, 2025

Remeasurement of defined - - (88.36) - - - - - (88.36)

benefit plans for the year (net
of tax)
Exchange difference on - - - - - - - 13.01 13.01
translation of foreign
operations
Transfer from Share option - 2.27 - - - (2.27) - - -
outstanding to Securities
premium on exercise of ESAR
Transfer to Stock Options - - - - - 55.20 - - 55.20
Outstanding account for the
year (Refer Note No.51)
Interim Dividend (Refer Note - - (937.10) - - - - - (937.10)
No.48(a))
Final dividend paid during the - - (937.10) - - - - - (937.10)
year (Refer Note No.48(b))
Balance as at March 31, 2025 3,123.67 19,321.27 57,888.91 2,955.06 230.42 92.48 - (23.25) 80,464.89
STANDALONE STATEMENT OF CHANGES IN EQUITY

Annual Report 2024-25

 Amounts in Indian Rupees in lakhs, except as otherwise stated
Particulars Equity Share Other Equity Total other
Capital Reserves and surplus Stock option Shares Exchange equity
(Equity Outstanding Purchased difference on attributable to
Securities Retained General Capital
Shares of ` 2 Account by ESOP translation equity share
Premium earnings reserve Redemption
each issued, Trust of foreign holders of the
Reserve
subscribed operations Company
and fully
paidup)
Balance as at April 01, 2023 3,120.85 19,296.80 33,731.24 2,939.63 230.42 66.97 (26.60) 29.94 56,268.40

TD Power Systems Limited

Shares issued during the year to ESOP 2.55 - - - - - - - -
trust
Profit for the year April 01, 2023 to - - 12,417.82 - - - - - 12,417.82
March 31, 2024
Remeasurement of defined benefit - - (125.88) - - - - - (125.88)
plans for the year (net of tax)
Exchange difference on translation of - - - - - - - (66.20) (66.20)
foreign operations
Transfer from Share option - 22.20 - - - (22.20) - - -
outstanding to Securities premium on
FOR THE YEAR ENDED MARCH 31, 2025

exercise of ESAR
Transfer to Stock Options - - - - - 35.54 - - 35.54
Outstanding account for the year
(Refer Note No.51)
Transfer from Share option - - - 15.43 - (15.43) - - -
outstanding to general reserve
Amount received from employee on - - - - - - 20.72 - 20.72
STANDALONE STATEMENT OF CHANGES IN EQUITY

exercise of ESOP
Corporate Overview

Amount transferred to shares - - - - - (25.33) 24.87 - (0.46)

purchased by ESOP Trust in respect
of ESOP exercised during the year
Balance carrying value of shares in - - 18.99 - - - (18.99) - -
respect of ESOP exercised during the
year transferred to Retained Earnings
Interim Dividend (Refer Note - - (780.85) - - - - - (780.85)
No.48(a))
Final dividend paid during the year - - (780.85) - - - - - (780.85)
Statutory Reports

(Refer Note No.48(b))

Balance as at March 31, 2024 3,123.40 19,319.00 44,480.47 2,955.06 230.42 39.55 - (36.26) 66,988.24
Refer Note No.17 for nature and purpose of other reserves
The accompanying notes form an integral part of the standalone financial statements

This is the statement of changes in equity referred to our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S
Financial Statements

MOHIB N KHERICHA NIKHIL KUMAR M N VARALAKSHMI BHARAT RAJWANI ABRAHAM BABY CHERIAN
Chairman Managing Director Chief Financial Officer Company Secretary Partner
DIN: 00010365 DIN:00062243 Place: Bangalore Membership No. A50096 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore Place: Bangalore

129
Date : May 12, 2025 Date : May 12, 2025
STANDALONE STATEMENT OF CASHFLOW
FOR THE YEAR ENDED MARCH 31, 2025

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax 20,916.22 16,651.97
Adjustments for
Depreciation 1,517.77 1,738.69
Amortisation 367.30 292.76
(Profit)/Loss on sale of Property, Plant and Equipments 6.17 (0.23)
Unbilled Revenue (34.78) (5.17)
Dividend Income from subsidiary - (420.94)
Interest income on financial asset - Bank Deposits (1,074.45) (1,014.15)
Interest income on financial assets (Non-convertible
(35.57) (80.69)
debentures carried at amortised cost)
Interest income accrued on financial assets (Non-
- (49.84)
convertible debentures carried at amortised cost)
Interest on the loan given to subsidiaries (9.51) (49.37)
Finance cost (including foreign exchange difference
305.84 30.96
recorded as adjustment to borrowing cost)
Compensation expenses under Employee Stock
55.20 35.54
Option/ Appreciation Rights Scheme
Provision for diminution in the value of investment
300.00 -
(Refer Note No.52(a))
Provision for doubtful debts 136.34 -
Unrealised foreign exchange loss/(gain) (net) (1,257.00) (247.83)
Reversal of provision for diminution in the value of
- (5.67)
investment
Provision for warranty claims 147.28 66.76
Provision for Compensated absences 305.72 730.31 242.13 532.95
Operating profit before working capital changes 21,646.53 17,184.92
Adjustments for changes in working capital
Decrease/(Increase) in trade receivables (16,773.41) (5,509.05)
Decrease/(Increase) in other receivables (4,506.89) 1,191.22
Decrease/(Increase) in inventories (9,372.96) (4,647.52)
(Decrease)/Increase in trade payables 9,116.44 1,433.50
(Decrease)/Increase in other payables & provisions 5,444.94 (16,091.88) 1,290.51 (6,241.34)
Cash generated from operations 5,554.65 10,943.58
Direct taxes paid including TDS (4,925.46) (3,851.01)
Net Cash from/(used in) Operating Activities 629.19 7,092.57
B CASH FLOW FROM INVESTING ACTIVITIES
Payment for property, plant and equipment & Capital
Work in progress (net of transfer of Capital Work in (5,216.41) (2,324.65)
progress to Property, plant and equipment)
Payment for intangible assets (including intangible assets
(378.03) (403.84)
under development)
Payment for leasehold land - (1,720.07)
Proceeds from sale of property, plant and equipment 13.14 6.53
Proceeds from repayment of loan given to subsidiary
352.33 343.28
(gross)
Proceeds from maturity of investment 1,000.00 1,000.00
Movement in deposits (net) - (990.00)
Dividend received from subsidiary - 420.94
Interest received on loan given to subsidiary 9.51 49.37
Interest received on financial assets - bank deposits 1,200.62 1,112.01
Net Cash from/(used in) investing activities (3,018.84) (2,506.43)

130 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

STANDALONE STATEMENT OF CASHFLOW

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from/(Repayment of) working capital
1,220.75 -
borrowings (net)
Proceeds from ESOP exercised received - 20.72
Proceeds from issue of shares to ESOP Trust 0.27 2.55
Interest paid (21.32) (30.96)
Dividend Paid (1,874.20) (1,561.70)
Net Cash from/(used in) financing activities (674.50) (1,569.39)
Net Foreign exchange difference on translation of foreign
(13.01) 66.20
operations (net of tax)
Net increase/(decrease) in cash and cash equivalents (3,077.16) 3,082.95
Effect of exchange rate changes on the balance of cash
(0.55) 2.34
and cash equivalents held in foreign currencies
Cash and cash equivalents at the beginning of the year 5,524.71 2,439.42
Cash and cash equivalents at the end of the year 2,447.00 5,524.71
Cash and cash equivalents at the end of the year -
constitute
Balances with banks
In current accounts 754.07 601.83
In EEFC account 790.81 938.57
In Cash Credit Account - 180.65
In deposit accounts with Original maturity less than 3
900.00 3,800.00
months
Cash on hand 2.12 3.66
Total Cash & Cash equivalents 2,447.00 5,524.71
Note: Cashflows are reported using the indirect method. Closing cash and cash equivalents is after adjusting translation
gain/loss.
Expenditure towards CSR activities: ` 242.45 lakhs (PY: ` 144.13 lakhs)
The accompanying notes form an integral part of the standalone financial statements

This is the statement of cash flow referred to in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

TD Power Systems Limited 131

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY
INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025
CORPORATE INFORMATION MATERIAL ACCOUNTING POLICIES
The TD Power Systems Limited (‘The Company’) is 1.1 
Basis of preparation of standalone financial
incorporated and domiciled in India. Consequent to statements:
a Special Resolution of the Members, passed at the
Company’s Extra Ordinary General Meeting held on The standalone financial statements have been
January 17, 2011, the Company was converted to a prepared on going concern basis and on accrual
Public Limited Company by altering its Articles of method of accounting in accordance with Indian
Association in terms of Section 31 read with Section Accounting Standards. Historical cost is used except
44 of the Companies Act 1956, and a fresh Certificate of for certain financial assets and liabilities that are
Incorporation dated February 04, 2011 was issued by the measured at fair values at the end of each reporting
Registrar of Companies, Karnataka. The registered office period, as explained in accounting policies below.
of the Company is located at Dabaspet, Nelamangala Historical cost is generally based on the fair value
Taluk Bangalore — 562 111. The Company is engaged in of the consideration given in exchange for goods
manufacturing AC Generators and Electric Motors for and services. The standalone financial statements
various applications which are specifically designed and are presented in Indian Rupees (‘` /INR/’ ) and
tailor-made to suit the needs of the customers based on all values are rounded to the nearest lakhs (INR
their requirements and specifications. 00,000), except when otherwise indicated.
The standalone financial statements for the year ended
Fair value is the price that would be received to sell
March 31, 2025 were approved by the Board of Directors
an asset or paid to transfer a liability in an orderly
and authorised for issue on May 12, 2025.
transaction between market participants at the
The company’s subscription to the Share Capital of its measurement date, regardless of whether that price
Wholly Owned Subsidiaries included in investment is directly observable or estimated using another
under non-current assets as at March 31, 2025 are as
valuation technique.
follows: -
- 
The company subscribed to a Wholly Owned 1.2 Use of estimates and judgments:
Subsidiary in United States of America under 
The preparation of the standalone financial
the name M/s TD Power Systems (USA) Inc. statements in conformity with recognition and
incorporated as Delaware Corporation on 20th measurement principles of Ind AS requires
February 2013 located at Ohio. The company management of the Company to make estimates,
subscribed to 80,100 shares of USD 10/- each judgments and assumptions. These estimates,
- 
The company incorporated a Wholly Owned judgments and assumptions affect the application
Subsidiary in Japan under the name M/s TD Power of accounting policies and the reported amounts of
Systems Japan Limited on March 19, 2013 in Tokyo. assets and liabilities, the disclosures of contingent
The company subscribed to 2,000 shares of JPY assets and liabilities at the date of the standalone
10,000/- each and has been voluntarily liquidated financial statements and reported amounts of
and ceased to be in existence with effect from June revenues and expenses for the period presented.
26, 2023 (Refer note 52(b)).
Application of accounting policies that require
- 
The company acquired 100% shareholding of a critical accounting estimates involving complex and
company named Platin 1255 Gmbh in Germany subjective judgments and the use of assumptions in
during January 2016 and subsequently changed these standalone financial statements have been
its name to M/s TD Power Systems Europe GMBH
disclosed below. Accounting estimates could change
during March 2016. The company subscribed to
from period to period and actual results could
5,50,000 shares of Euro 1 each
differ from those estimates. Appropriate changes
- 
The company acquired 100% shareholding of a in estimates are made as management becomes
company named TD Power Systems Jenerator
aware of changes in circumstances surrounding
Sanayi Anonim Sirketi in Turkey during June 2017.
the estimates. Changes in estimates are reflected in
The company subscribed to 12,782 shares of Lira
the standalone financial statements in the period
100 each
in which changes are made and, if material, their
- 59,99,998 Equity Shares of ` 10 each in D F Power
effects are disclosed in the notes to the standalone
Systems Private Limited (excluding beneficial
financial statements.
interest relating to two shares held by the Directors
of the Company)

132 Annual Report 2024-25

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)


The areas involving significant estimates and 1.4 Critical Accounting Estimates:
assumptions are as follows: a Property, Plant and Equipment:
(i) Measurement of useful lives of Property, Plant 
Property, plant and equipment represent a
and Equipment and Intangible assets [Note significant proportion of the asset base of the
1.4(a) & (b), Note 2 & Note 5] Company. The charge in respect of periodic
(ii) 
Estimation of Employee benefits (Defined depreciation is derived after determining an
benefits) [Note 1.12(c), 1.12(e) & Note 44] estimate of an asset’s expected useful life and
(iii) 
Impairment of assets [Note 1.10 and Note the expected residual value at the end of its life.
1.17(viii)] The useful lives and residual values of company’s
assets are determined by management at the time
(iv) Estimation of taxes on income [Note 1.15 &
the asset is acquired and reviewed periodically,
Note 19]
including at each financial year end. The lives are
(v) Provisions and contingencies [Note 1.22, Note based on historical experience with similar assets
47 and Note 37] as well as anticipation of future events, which may
1.3 Current versus non-current classification: impact their life, such as changes in technology.
The Company presents assets and liabilities in b Intangible Assets
the balance sheet based on current/ non-current 
The capitalisation of cost in intangible asset
classification. under development is based on judgement of the
a An asset is treated as current when it is: management that technological and economical
- Expected to be realised or intended to be sold feasibility is confirmed and that the assets will
or consumed in normal operating cycle. generate economic benefits in future. Based
on the evaluations carried out, the Company’s
- Held primarily for the purpose of trading
management has determined that there is no factor
- Expected to be realised within twelve months which indicate that these assets have suffered any
after the reporting period, or impairment loss.
- Cash or Cash equivalent unless restricted from c Investment in subsidiaries
being exchanged or used to settle a liability

The Company reviews its carrying value of
for at least twelve months after the reporting
investments carried at cost annually, or more
period
frequently when there is indication for impairment.
All other assets are classified as non-current. If the recoverable amount is less than its carrying
b A liability is treated as current when it is: amount, the impairment loss is accounted for. The
- Expected to be settled in normal operating management of the Company is confident that
cycle the investment does not require further provision
for impairment based on the future projections.
- Held primarily for the purpose of trading
On disposal of investments in Subsidiaries, the
- Due to be settled within twelve months after
difference between net disposal proceeds and the
the reporting period, or
carrying amounts are recognised in the statement
- There is no unconditional right to defer the of profit and loss.
settlement of the liability for at least twelve
d Provision and Contingent liability
months after the reporting period
The Company reviews pending cases, claims by
All other liabilities are classified as non-current.
third party and other contingencies, if any on
c Deferred tax assets/ liabilities are classified as an on-going basis. For contingent losses that are
non-current assets/ liabilities. considered probable, estimated loss is recorded as
d Based on the nature of products/activities of the an accrual in standalone financial statements. A
Company and the normal time between acquisition disclosure for contingent liabilities is made where
of the assets and the realisation in cash and cash there is a possible obligation or present obligation
equivalents, the Company has determined its that may probably not require an outflow of
operating cycle as 12 months for the purpose of resources. When there is a possible obligation or
classification of its assets and liabilities as current present obligation where the likelihood of outflow
and non-current. of resources is remote, no provision or disclosure

TD Power Systems Limited 133

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

is made in the standalone financial statements. service, the transaction price is allocated to each
Gain contingencies are not recognised until the performance obligation based on relative stand-
contingencies are resolved and the amounts are alone selling prices. If stand-alone selling prices are
received or recoverable. not observable, the Company reasonably estimates
e Provision for Credit loss those. Revenue is recognised for each performance
obligation either at a point in time or over the time.

The Company reviews the position of trade
receivable and ascertains a provision for life time Revenues from services:
credit loss after considering the industry and 
Revenues are recognised over time on a straight-
economic conditions in which customer operate, line basis or, if the performance pattern is other
the profile of the customer and the past experience. than straight-line, as services are provided, i. e. the
f Defined benefit plans progress towards complete satisfaction using input
The cost of the defined benefit plan and other method or output method.
postemployment benefits and the present value 
Revenue recognised by the Company where
of such obligations are determined using actuarial services are rendered to the customer and for
valuations. An actuarial valuation involves making which invoice has not been raised (which we refer
various assumptions that may differ from actual as unbilled revenue) are classified as contract
developments in the future. These include the assets. Amount collected from the customer and
determination of the discount rate, future salary services have not yet been rendered are classified
increases, mortality rates and future pension as contract liabilities.
increases. Due to the complexities involved in Dividend Income:
the valuation and its long-term nature, a defined
Revenue is recognised when the Company’s right to
benefit obligation is sensitive to changes in these
receive the payment is established.
assumptions. All assumptions are reviewed at each
reporting date. Interest Income:

Interest income is recognised using effective
1.5 Revenue Recognition:
interest rate method. The effective interest rate is
The company recognises revenue, when or as
the rate that exactly discounts estimated future
the entity satisfies a performance obligation by
cash receipts through the expected life of the
transferring a promised goods or services to a
financial asset to the gross carrying amount of
customer; i. e. when the customer is able to direct
financial asset. Interest income from financial asset
the use of the transferred goods or services and
is recognised when it is probable that the economic
obtains substantially all of the remaining benefits,
benefits will flow to the Company and the amount
provided a contract with enforceable rights and
of income can be measured reliably.
obligations exists and amongst others collectability
of consideration is probable taking into account our 1.6 Export Incentives:
customer’s creditworthiness. With regards to the Export incentives are recognised in the statement
sale of products (a) where delivery is not considered of profit and loss when the right to receive credit as
to have occurred, and therefore no revenues are per the terms of the scheme is established in respect
recognised, until the customer has taken title to of exports made and when there is no significant
the products and assumed the risks and rewards of uncertainty regarding the ultimate collection of the
ownership of the products specified in the purchase relevant export proceeds.
order or sales agreement. (b) Where dispatch has
not been done but tests have been completed as 1.7 Property, plant and equipment (PPE):
per the terms agreed with the customer, revenue Initial Measurement:
is the transaction price the company expects to be Free hold land is carried at historical cost. All
entitled to. Consideration is adjusted for the time other items of Property, Plant and Equipment’s are
value of money if the period between the transfer carried at cost of acquisition/construction net of
of goods or services and the receipt of payment recoverable taxes, less accumulated depreciation/
is substantial and there is a significant financing amortisation and impairment losses, if any. The
benefit either to the customer or Company. If a cost includes directly attributable expenses
contract contains more than one distinct good or relating to the acquisition and bringing the assets

134 Annual Report 2024-25

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

to the location and condition of use net of any sale The estimated useful lives are as mentioned
proceeds and finance cost till assets are put to use, below:
are capitalised. Stores, spares and parts which can Type of Assets Useful Life
be used only in connection with an item of plant or Factory Building 30 Years
equipment and whose useful life is expected to be Non-factory Buildings 60 Years
irregular are capitalised and depreciated over the Plant & Machinery - Double
10 Years
useful life of the principal item of the relevant assets. shift basis
Subsequent expenditure relating to property, Office Equipments 5 Years
plant and equipment is capitalised only when it is Furniture and Fixtures 10 Years
probable that future economic benefits associated Computers 3 Years
with these will flow to the Company and the cost Computer Server 6 Years
of the item can be measured reliably. Repairs and Communication Equipment 5 Years
maintenance costs are recognised in the statement Motor Vehicles 8 Years
of profit and loss when incurred. Derecognition:
Interest cost incurred for constructed assets is An item of property, plant and equipment is
capitalised up to the date the asset is ready for derecognised upon disposal or when no future
its intended use, based on borrowings incurred economic benefits are expected to arise from
specifically for financing the asset or the weighted the continued use of the asset. Any gain or loss
average rate of all other borrowings, if no specific arising on the disposal or retirement of an item
borrowings have been incurred for the asset. of PPE is determined as the difference between

Property, Plant and Equipment manufactured the sales proceeds and the carrying amount
internally are capitalised at Factory Cost incurred of the asset and is recognised in statement of
up to the date the asset is ready for its intended use profit or loss.

Capital Work in Progress: 1.8 Intangible Assets:

Property, Plant and Equipment which are not yet Intangible assets with finite lives that are acquired
ready for their intended use are carried at cost, are carried at cost or fair value as of the date
comprising direct cost and related incidental of acquisition, as applicable, less accumulated
expenses. Advances paid towards acquisition of amortisation and accumulated impairment losses,
PPE outstanding at each balance sheet date are if any. The estimated useful life and amortisation
classified as Capital advances under other non- method are reviewed at the end of each reporting
current assets. period, with the effect of any changes in estimate
Depreciation and amortisation: being accounted for on a prospective basis.
Intangible assets with indefinite useful lives that
i. 
Depreciation on Property, Plant and
are acquired separately are carried at cost less
Equipments is provided using straight
accumulated impairment losses.
line method (SLM) with reference to the
estimated useful life of the Property, Plant Intangible assets consist of technical knowhow /
and Equipment less its residual value as license fees / softwares which are amortised over
prescribed under Schedule II of the Companies a period of 5 years on a straight-line basis being the
Act 2013, or useful life of the asset as estimated estimated useful life.
by the management, whichever is lower. 1.9 Research & Development
Property, Plant and Equipment costing below Expenditure on research activity undertaken is
` 5,000/- are depreciated fully. Depreciation charged to the Statement of Profit & Loss as and
is charged for complete quarter on addition / when incurred during the year to their natural head
deletion. of accounts. The expenditure incurred includes cost
ii. Freehold land is not depreciated. of materials, salaries & wage and other revenue
iii. Depreciation is not recorded on capital work- expenditure.
in-progress until construction and installation Development costs are capitalised only after the
are complete and the asset is ready for its technical and commercial feasibility of the asset for
intended use. sale or use has been established.

TD Power Systems Limited 135

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Capital Expenditure is categorised and disclosed inventory less all estimated cost of completion and
separately as Research & Development Property cost necessary to make the sale.
Plant and Equipment and depreciation is charged
1.12 Employee Benefits:
as disclosed in Sl. No.1.7 above.

Employee benefits include provident fund,
1.10 Impairment of Assets: pension fund, employee state insurance scheme,
a. Financial assets (other than at fair value): compensated absences and gratuity.
The Company assesses at the end of each reporting a. Short-term employee benefits:
period, whether a financial asset or a group of The undiscounted amount of short-term employee
financial assets is impaired. Ind AS 109 requires benefits expected to be paid in exchange for the
expected credit losses to be measured through a services rendered by the employees are recognised
loss allowance. The Company recognises lifetime during the year when the employees render the
expected losses for all contract assets and / or all service. These benefits include performance
trade receivables that do not constitute a financing incentive and compensated absences which are
transaction. For all other financial assets, expected expected to occur within twelve months after the
credit losses are measured at an amount equal end of the period in which the employee renders
to the 12 month expected credit losses or at an the related services.
amount equal to the life time expected credit losses
b. Long-term employee benefits -
if the credit risk on the financial asset has increased
Long term employee benefits include compensated
significantly since initial recognition.
absences which are not expected to occur within
b. Non-Financial Assets:
twelve months after the end of the period in which
 roperty, plant and equipments and intangible
P the employee renders the related services are
assets recognised as a liability at the present value of the
Property, plant and equipment and intangible assets defined benefit obligation as at balance sheet date
with finite life are evaluated for recoverability less the fair value of the plan assets, if any out of
whenever there is any indication that their which the obligations are expected to be settled.
carrying amounts may not be recoverable. If any c. Defined Benefit Plans:
such indication exists, the recoverable amount
For defined benefit plans in the form of Gratuity
(i.e. higher of the fair value less cost to sell and the
(funded), the cost of providing benefits is determined
value-in-use) is determined on an individual asset
using the Projected Unit Credit method, with
basis unless the asset does not generate cash flows
actuarial valuation being carried out at the end of
that are largely independent of those from other
each reporting period, taking effect of actuarial
assets. In such cases, the recoverable amount is
gains and losses which is recognised in Other
determined for the cash generating unit (CGU) to
Comprehensive Income. The amount is funded to
which the asset belongs.
gratuity fund administered by the trustees and
If the recoverable amount of an asset (or CGU) is managed by Life Insurance Corporation of India.
estimated to be less than its carrying amount, the
Re-measurement of net defined benefit liability/
carrying amount of the asset (or CGU) is reduced
asset pertaining to gratuity comprise of actuarial
to its recoverable amount. An impairment loss is
gains/ losses (i.e. changes in the present value
recognised in the statement of profit and loss.
resulting from experience adjustments and effects
1.11 Inventories: of changes in actuarial assumptions) and is reflected
Inventories are valued at lower of cost and net immediately in the balance sheet with a charge or
realisable value. Raw materials and bought out credit recognised in other comprehensive income
items are valued on first in first out basis and in the period in which they occur. Re-measurement
includes material cost, carriage inward, insurance recognised in other comprehensive income is
and purchase related expenses. Cost in respect reflected immediately in retained earnings and is
of work in progress and finished goods include not reclassified to statement of profit or loss.
appropriate portion of overheads. Net realisable The net interest cost is calculated by applying
value represents the estimated selling price for the discount rate to the net balance of the defined

136 Annual Report 2024-25

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

benefit obligation and the fair value of plan assets. 1.14 Leases:
This cost is included in employee benefit expenses Company as a Lessee:
in the statement of profit and loss.
Contracts with third party, which give the company
Past service cost is recognised immediately in the the right of use in respect of an Asset, are accounted
statement of profit and loss. The benefits obligation in line with the provisions of Ind AS 116 – Leases,
in respect of gratuity recognised in the Balance if the recognition criteria as specified in the
Sheet represents the present value of the defined Accounting standard are met.
benefit obligation as adjusted for present value
Lease payments associated with Short terms leases
plan assets including refunds and reductions if
and Leases in respect of Low value assets are
any available as against future contributions to the
charged off as expenses on straight line basis over
scheme.
lease term or other systematic basis, as applicable.
d. Defined Contribution Plans:
At commencement date, the value of “right of use”
The Company has contributed to provident fund is capitalised at the present value of outstanding
and employee state insurance scheme which is lease payments plus any initial direct cost and
defined contribution plan. The contribution paid/ estimated cost, if any, of dismantling and removing
payable under the scheme is charged to Statement the underlying asset and presented as part of Plant,
of Profit and loss during the year in which an property and equipment.
employee renders the related service. Company has

Liability for lease is created for an amount
no further obligation beyond making the payment.
equivalent to the present value of outstanding lease
e. 
Termination benefits are recognised as an ex- payments and presented as Borrowing. Subsequent
pense as and when incurred. measurement, if any, is made using Cost model.
1.13 Share based payments 
Each lease payment is allocated between the
The Company recognises compensation expense liability created and finance cost. The finance cost
relating to share-based payments in net profit is charged to the Statement of Profit and loss over
using fair-value in accordance with IND AS 102, the lease period so as to produce a constant periodic
Share Based Payment. The estimated fair value rate of interest on the remaining balance of the
of awards is charged to income on straight line liability for each period.
basis over the requisite service period for each The right-of-use asset is depreciated over the
separately vesting portion of the award as if the shorter of the asset’s useful life and the lease term
award was in substance, multiple awards with a on a straight-line basis. If ownership of the leased
corresponding credit to Employee Stock Option / asset transfers to the Company at the end of the
Rights outstanding Reserve. lease term or the cost reflects the exercise of a
The Company has created an Employee Stock purchase option, depreciation is calculated using
Options Trust (ESOP Trust) for providing share- the estimated useful life of the asset. Right-of-use
based payment to its employees. The Company assets are subject to impairment test.
uses ESOP as a vehicle for distributing shares to The lease payments are discounted using the
employees under the employee remuneration interest rate implicit in the lease, if that rate can
schemes. The ESOP Trust buys shares of the be determined, or the company’s incremental
company from the market, for giving shares to borrowing rate. The Company applies the short-
employees in addition to allotment of shares by the term lease recognition exemption to its short-term
Company as per the requirements of the scheme. leases (i.e., those leases that have a lease term of 12
The Company treats ESOP as its extension and months or less from the commencement date and
shares held by ESOP are treated as treasury shares. do not contain a purchase option). It also applies
Treasury shares are recognised at cost of acquisition the lease of low-value assets recognition exemption
and included under other equity. No gain or loss is to leases that are considered of low value. Lease
recognised in profit or loss on the purchase or issue payments on short-term leases and leases of low-
of the Company’s own equity shares. Share options value assets are recognised as expense on a straight-
exercised during the reporting period are deducted line basis over the lease term.
from treasury shares.

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Lease modifications, if any are accounted as a a. Current Income Taxes:

separate lease if the recognition criteria specified in The current income tax expense includes income
the standard are met. taxes payable by the Company and its overseas
Company as a lessor: branches. Advance taxes and provisions for current
Leases are classified as operating lease or a finance income taxes are presented in the balance sheet
lease based on the recognition criteria specified in after off-setting advance tax paid and income tax
Ind AS 116 – Leases provision arising in the same tax jurisdiction and
where the relevant tax paying units intends to settle
a) Finance Lease:
the asset and liability on a net basis or where it has
At commencement date, amount equivalent to legally enforceable right to set off the recognised
the “net investment in the lease” is presented as amount.
a Receivable. The implicit interest rate is used
b. Deferred Income Taxes:
to measure the value of the “net investment in
Lease”. Deferred income tax is recognised using the balance
sheet approach. Deferred income tax assets and
Each lease payment is allocated between the
liabilities are recognised for deductible and taxable
Receivable created and finance income. The
temporary differences arising between the tax base
finance income is recognised in the Statement
of assets and liabilities and their carrying amount.
of Profit and loss over the lease period so as to
reflect a constant periodic rate of return on the Deferred income tax asset is recognised to the
net investment in Lease. extent that it is probable that taxable profit will be
available against which the deductible temporary
The asset is tested for de-recognition and
differences and unused tax losses, if any can be
impairment requirements as per Ind AS 109 –
utilised.
Financial Instruments.
The carrying amount of deferred income tax assets
Lease modifications, if any are accounted as
is reviewed at each reporting date and reduced to
a separate lease if the recognition criteria
the extent that it is no longer probable that sufficient
specified in the standard are met.
taxable profit will be available to allow all or part of
b) Operating Lease: the deferred income tax asset to be utilised.

The company recognises lease payments Deferred tax assets and liabilities are measured
from operating leases as income on either a using substantively enacted tax rates expected to
straight-line basis or another systematic basis, apply to taxable income in the years in which the
if required. temporary differences are expected to be received
Lease modifications, if any are accounted as or settled.
a separate lease if the recognition criteria Deferred tax assets and liabilities are offset when
specified in the standard are met. they relate to income taxes levied by the same
1.15 Income Taxes: taxation authority and the relevant entity intends
The Company’s major tax jurisdictions are in India. to settle its current tax assets and liabilities on a net
Significant judgements are involved in determining basis.
the provision for income tax credits, including the 1.16 Foreign Currency:
amount to be paid or refunded. a. Functional and presentation currency:
Income tax expense comprises current tax expense The Standalone financial statement is presented in
and the net change in the deferred tax asset or Indian Rupee (Rs/` ), which is also the Company’s
liability during the year. Current and deferred tax functional currency. Transaction in foreign
are recognised in statement of profit or loss, except currencies are initially recorded by the Company at
when they relate to items that are recognised in their respective functional currency spot rates at the
other comprehensive income or directly in equity, date, the transaction first qualifies for recognition.
in which case, the current and deferred tax are However, for practical reasons, the Company uses
also recognised in other comprehensive income or an average rate, if the average approximates the
directly in equity, respectively. actual rate at the date of the transaction.

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

b. Initial Recognition: insignificant risk of change in value and having

Foreign currency transactions are recorded in the original maturities of three months or less from
reporting currency, by applying foreign currency the date of purchase, to be cash equivalents. Cash
exchange rates between the reporting currency and and cash equivalents consist of balances with banks
the foreign currency prevailing at the dates of the which are unrestricted for withdrawal and usage.
transactions. ii. Financial assets at amortised cost:
c. Measurement of foreign currency monetary items Financial assets are subsequently measured at
and Non-monetary items at the balance sheet date amortised cost if these financial assets are held
Monetary items outstanding at the balance sheet within a business whose objective is to hold these
date are restated at the rate as on reporting date. assets in order to collect contractual cash flows and
Non – monetary items which are carried in terms the contractual terms of the financial asset give
of historical cost denominated in a foreign currency rise on specified dates to cash flows that are solely
are not restated and hence is reported using the payments of principal and interest on the principal
exchange rate prevailing at the date of transactions. amount outstanding.

d. Treatment of exchange differences on monetary iii. 

Financial assets at fair value through profit or
items loss:


Exchange differences arising on settlement/ Financial assets are measured at fair value through
restatement of foreign currency assets and profit or loss unless it is measured at amortised
liabilities of the Company are recognised as income cost or at fair value through other comprehensive
or expense in the statement of profit and loss in the income on initial recognition. The transaction costs
period in which they arise. directly attributable to the acquisition of financial
assets and liabilities at fair value through profit or
e. In respect of overseas branch, financial statements
loss are immediately recognised in statement of
are translated as if the transactions are those of the
profit and loss.
Company itself i.e. Indian Rupees as the functional
currency since the overseas branch is primarily iv. Financial liabilities:
involved in selling/marketing goods manufactured Financial liabilities are subsequently carried at
by the Company in India. The net impact of the amortised cost using the effective interest method.
foreign exchange difference of foreign operations is For trade and other payables maturing within one
recognised in Other Comprehensive Income. year from the balance sheet date, the carrying
amounts approximate fair value due to the short
1.17 Financial Instruments:
maturity of these instruments. Financial liabilities
A financial instrument is any contract that gives at Fair value through profit and Loss are stated at
rise to a financial asset of any entity and a financial fair value, with any gains or losses arising on re-
liability or equity instrument of another entity. measurement in Profit and loss statement.
Financial assets and liabilities are recognised when
v. Equity Instrument:
the Company becomes a party to the contractual
provisions of the instrument. Financial assets An equity instrument is any contract that evidences
and liabilities are initially measured at fair value. a residual interest in the assets of an entity after
Transaction costs that are directly attributable deducting all of its liabilities. Equity instruments
to the acquisition or issue of financial assets and issued by a company are recognised at the proceeds
financial liabilities (other than financial assets and received, net of issue costs.
financial liabilities at fair value through profit or vi. De-recognition of financial instruments:
loss) are added to or deducted from the fair value The Company derecognises a financial asset when
measured on initial recognition of financial asset or the contractual rights to the cash flows from the
financial liability. financial asset expire or it transfers the financial
i. Cash and Cash equivalents: asset and the transfer qualifies for de-recognition
The Company considers all highly liquid financial under Ind AS 109. A financial liability (or a part
instruments, which are readily convertible into of a financial liability) is derecognised when the
known amounts of cash that are subject to an obligation specified in the contract is discharged or
cancelled or expires.

TD Power Systems Limited 139

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

vii. Impairment of financial assets: 1.19 Borrowing Cost:

The Company assesses on a forward looking basis 
General and specific borrowing cost that are
the expected credit losses associated with its directly attributable to the acquisition, construction
assets carried at amortised cost. The impairment or production of a qualifying asset are capitalised
methodology applied depends on whether there during the period that is required to complete and
has been a significant increase in credit risk. In prepare the asset for its intended use. Qualifying
respect of trade receivables, the Company applies assets are assets that necessarily take a substantial
simplified approach permitted by Ind AS 109 period of time to get ready for their intended use.
Financial Instruments, which requires expected 
Investment income earned on the temporary
lifetime losses to be recognised from initial investment of specific borrowings pending their
recognition of the receivables. expenditure on qualifying assets is deducted from
viii. Investments in subsidiary: the borrowing costs eligible for capitalisation.
Investments in subsidiary are carried at cost less Other borrowing costs are charged to statement
accumulated impairment, if any. of Profit and Loss in the period in which they are
ix. Fair value of financial instruments: incurred.


In determining the fair value of its financial 1.20 Government Grants:
instruments, the Company uses following hierarchy Government grants are not recognised until there
and assumptions that are based on market is reasonable assurance that the Company will
conditions and risks existing at each reporting date. comply with the conditions attached to them and
Fair value hierarchy: that the grants will be received. Government grants
All assets and liabilities for which fair value is are recognised in profit or loss on a systematic basis
measured or disclosed in the financial statements over the periods in which the Company recognises
are categorised within the fair value hierarchy, as expenses the related costs for which the grants
described as follows, based on the lowest level input are intended to compensate.
that is significant to the fair value measurement as 1.21 Cash Flow statement
a whole:
Cash flows are reported using Indirect method,
Level 1 - Quoted (unadjusted) market prices in
 whereby profit for the period is adjusted for the
active markets for identical assets or liabilities effects of transactions of non-cash nature, any
Level 2 - Valuation techniques for which the lowest
 deferrals or accruals of past or future operating
level input that is significant to the fair value cash receipts or payments and item of income or
measurement is directly or indirectly observable expenses associated with investing or financing cash
Level 3 - Valuation techniques for which the lowest
 flows. The cash flows from operating, financing and
level input that is significant to the fair value investing activity of the company are segregated.
measurement is unobservable 1.22 Provision and Contingencies:
For assets and liabilities that are recognised in the The Company reviews pending cases, claims by
standalone financial statements on a recurring third party and other contingencies, if any on
basis, the Company determines whether transfers an on-going basis. For contingent losses that are
have occurred between levels in the hierarchy considered probable, estimated loss is recorded
by re-assessing categorisation (based on the as an accrual in financial statements. A disclosure
lowest level input that is significant to the fair for contingent liabilities is made where there is
value measurement as a whole) at the end of each a possible obligation or present obligation that
reporting period may probably not require an outflow of resources.
1.18 Accounting for Derivatives: When there is a possible obligation or present
obligation where the likelihood of outflow of
Derivatives are initially recognised at fair value and
resources is remote, no provision or disclosure
are subsequently re-measured to their fair value
is made in the standalone financial statements.
at the end of each reporting period. The resulting
Gain contingencies are not recognised until the
gains/losses is recognised in the statement of profit
contingencies are resolved and the amounts are
and loss of that period.
received or recoverable.

140 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Provision for Warranty and other changes or income relating to the dilutive
Provision for warranty related cost are recognised potential equity shares, by the weighted average
when the product is sold. Initial recognition is number of equity shares considered for deriving
based on historical experience and future estimates basic earnings per share and weighted average
of claims by the management. The estimate of such number of shares which could have been issued
warranty related cost is revised annually. on the conversion of all dilutive potential equity
Provision for Credit Loss: shares.


The Company reviews the position of trade 
The number of equity shares is adjusted
receivable and ascertains a provision for life time retrospectively for all periods presented for any
credit loss after considering the industry and share splits and bonus shares issued.
economic conditions in which customer operate,
1.25 Dividend Distribution:
the profile of the customer and the past experience.
Dividend paid (including income tax thereon) is
1.23 Segment Reporting recognised in the period in which the interim
Operating segments are reported in a manner dividend is approved by the Board of Directors, or
consistent with the internal reporting provided to in the respect of the final dividend when approved
the chief operating decision maker. by shareholders.
1.24 Earnings per share: 1.26 Onerous contracts
Basic earnings/ (loss) per share are computed Present obligations arising under onerous contracts
by dividing profit or loss attributable to equity are recognised and measured as a provision. An
shareholders of the Company by the weighted
onerous contract is considered to exist where
average number of equity shares after adjustments
the Company has a contract under which the
for treasury shares, outstanding during the year.
unavoidable costs of meeting the obligations under
Diluted earnings per share is computed by dividing the contract exceed the economic benefits expected
the profit after tax as adjusted for dividend, interest to be received under it.

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 2 PROPERTY, PLANT AND EQUIPMENT

142
Amounts in Indian Rupees in lakhs, except as otherwise stated
Particulars GROSS BLOCK DEPRECIATION WRITTEN
DOWN
VALUE
As at Additions Disposal As at As at For the year Disposal As at As at
April 01, 2024 March 31, 2025 April 01, 2024 March 31, 2025 March 31, 2025
Free hold land 1,627.30 - - 1,627.30 - - - - 1,627.30
Buildings 11,352.73 431.17 - 11,783.90 4,339.61 333.16 - 4,672.77 7,111.13
Plant and machinery 25,713.59 2,755.04 - 28,468.63 19,860.42 880.49 - 20,740.91 7,727.72
Office equipments 424.88 32.77 22.80 434.85 313.00 33.25 21.66 324.59 110.26
Furniture and 405.07 32.93 - 438.00 366.00 10.07 - 376.07 61.93
fixtures
Computers 1,107.26 287.63 10.71 1,384.18 786.18 182.51 9.46 959.23 424.95
(including computer
FOR THE YEAR ENDED MARCH 31, 2025

servers & networks)

Communication 17.05 - - 17.05 16.28 0.03 - 16.31 0.74
equipments
Motor vehicles 751.55 73.83 83.98 741.40 300.95 78.25 67.06 312.14 429.26
TOTAL - A 41,399.43 3,613.37 117.49 44,895.31 25,982.44 1,517.76 98.18 27,402.02 17,493.29

PROPERTY, PLANT AND EQUIPMENT - RESEARCH & DEVELOPMENT

Particulars GROSS BLOCK DEPRECIATION WRITTEN

DOWN
VALUE
As at Additions Disposal As at As at For the year Disposal As at As at
April 01, 2024 March 31, 2025 April 01, 2024 March 31, 2025 March 31, 2025
Plant and machinery 1,600.92 - - 1,600.92 1,520.84 - - 1,520.84 80.08
TOTAL - B 1,600.92 - - 1,600.92 1,520.84 - - 1,520.84 80.08
TOTAL - C=A+B 43,000.35 3,613.37 117.49 46,496.23 27,503.28 1,517.76 98.18 28,922.86 17,573.37
NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

Annual Report 2024-25

 Amounts in Indian Rupees in lakhs, except as otherwise stated
Particulars GROSS BLOCK DEPRECIATION WRITTEN
DOWN
VALUE
As at Additions Disposal As at As at For the year Disposal As at As at
April 01, 2023 March 31, 2024 April 01, 2023 March 31, 2024 March 31, 2024
Free Hold Land 1,627.30 - - 1,627.30 - - - - 1,627.30
Buildings 11,322.14 30.59 - 11,352.73 4,014.56 325.05 - 4,339.61 7,013.12

TD Power Systems Limited

Plant and machinery 24,054.96 1,661.67 3.04 25,713.59 18,696.63 1,166.68 2.89 19,860.42 5,853.17
Office equipments 388.01 51.66 14.79 424.88 298.13 28.76 13.89 313.00 111.88
Furniture and
392.04 13.03 - 405.07 346.96 19.04 - 366.00 39.07
fixtures
Computers
(including computer 923.35 266.01 82.10 1,107.26 730.09 134.19 78.10 786.18 321.08
servers & networks)
Communication
17.05 - - 17.05 16.25 0.03 - 16.28 0.77
equipments
Motor vehicles 507.17 269.29 24.91 751.55 259.67 64.94 23.66 300.95 450.60
TOTAL - A 39,232.02 2,292.25 124.84 41,399.43 24,362.29 1,738.69 118.54 25,982.44 15,416.99
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

PROPERTY, PLANT AND EQUIPMENT - RESEARCH & DEVELOPMENT

Particulars GROSS BLOCK DEPRECIATION WRITTEN
Corporate Overview

DOWN
VALUE
As at Additions Disposal As at As at For the year Disposal As at As at
April 01, 2023 March 31, 2024 April 01, 2023 March 31, 2024 March 31, 2024
Plant and machinery 1,600.92 - - 1,600.92 1,520.84 - - 1,520.84 80.08
NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

TOTAL - B 1,600.92 - - 1,600.92 1,520.84 - - 1,520.84 80.08

Statutory Reports

TOTAL - C=A+B 40,832.94 2,292.25 124.84 43,000.35 25,883.13 1,738.69 118.54 27,503.28 15,497.07

Note:
A. The borrowings and non fund based facilities from Bank of Baroda, Kotak Mahindra Bank & HDFC Bank are secured by first pari-passu charge by way of:
1. Equitable mortgage of unit-1 of factory comprising of factory land and buildings situated at plot nos.27,28,29 & 30A area, 25304 sq. mts Phase-I KIADB Dabaspet
Industrial Area, Yedehalli Village, Bengaluru Rural District, Bengaluru.
2. Equitable mortgage of unit-II of factory comprising of factory land and buildings situated at [Link].59/2, area 4 acres 33 gunta (19526 Sq. mts including 7 gunta kharaba
land) yedahalli village Dabaspet, Bangalore.
3. Equitable mortgage of unit-II of factory comprises of factory land and buildings situated [Link]. 55 (Part1), 56/1, 56/2, 57 & 58 Yedehalli Village, Dabaspet Bangalore
Financial Statements

Rural District, Bangalore measuring 12.55 acres.

4. Hypothecation charge on entire plant and machinery of the company Present and Future.
B. The Company does not hold any Benami Property which is either recorded or not recorded in the books of account and there are no proceedings initiated or pending against the
Company for holding any Benami property under the Benami Transactions (Prohibition) Act,1988 and rules made thereunder. Accordingly, no disclosure made in this regard.

143
C. The Company has not revalued its Property, plant and equipment during the year.
NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

3 CAPITAL WORK-IN-PROGRESS

Particulars As at As at
March 31, 2025 March 31, 2024
Plant and Machinery 358.15 41.09
Factory Building 1,300.79 14.81
1,658.94 55.90

Capital work-in-progress ageing schedule

Particulars Less than 1-2 Years 2-3 Years More than Total
1 year 3 years
Projects in progress:
As at March 31, 2025
Plant and Machinery 339.27 18.88 - - 358.15
Factory Building 1,300.79 - - - 1,300.79
1,640.06 18.88 - - 1,658.94
As at March 31, 2024
Plant and Machinery 41.09 - - - 41.09
Factory Building 14.81 - - - 14.81
55.90 - - - 55.90

Movement in Capital work-in-progress

Particulars As at As at
March 31, 2025 March 31, 2024
Opening Balance 55.90 23.50
Additions during the year 1,639.65 55.90
Capitalisation during the year 36.61 23.50
Closing Balance 1,658.94 55.90

4 RIGHT OF USE ASSETS

Lease-hold land
Particulars As at As at
March 31, 2025 March 31, 2024
Balance at the beginning of the year 1,720.07 -
Add: Additions during the year (Refer note below) - 1,720.07
Balance at the end of the year 1,720.07 1,720.07

The following is the break-up of current and non-current lease liabilities as at

Particulars As at As at
March 31, 2025 March 31, 2024
Current lease liabilities 0.22 0.06
Non-current lease liabilities 0.82 0.89
1.04 0.95

144 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

The following is the movement in lease liabilities during the

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Balance at the beginning of the year 0.95 -
Add: Additions during the year 0.09 0.95
Balance at the end of the year 1.04 0.95

The table below provides details regarding the contractual maturities of lease liabilities :
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Up to one year 0.22 0.06
From one to 5 years 0.34 0.31
More than 5 Years 0.48 0.58
These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s
incremental borrowing rate.

Others
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Interest on lease liabilities* - -
Expenses relating to short-term leases 32.43 33.73
Total cash outflows for leases 32.43 33.73

* Interest on lease liabilities for the year is less than ` 10,000. Hence reported as Nil.

Note:

The Karnataka Industrial Areas Development Board (KIADB) has on terms & conditions stated in its letter dated
November 27, 2023 allotted 15.00 acres of land at Japanese Industrial Township, Vasanthanarasapura 3rd Phase Industrial
Area, Tumkur, Karnataka to the Company for setting up a facility to manufacture “Electrical Generators, Motors, their
sub-assemblies and Parts”. The Company has received possession certificate for the said land on January 30, 2024 and
entered into “Lease cum Sale Agreement” on March 11, 2024 for a period of 10 years. The lease cum sale agreement has
been since registered on May 17, 2024.

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TD Power Systems Limited 145

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

5 OTHER INTANGIBLE ASSETS

Particulars As at As at
March 31, 2025 March 31, 2024
Softwares:
Gross block (at deemed cost) as at the beginning of the year 301.32 253.32
Additions during the year - 48.00
Gross block at the end of the year 301.32 301.32
Accumulated amortisation at the beginning of the year 123.25 67.79
Amortisation for the year 56.61 55.46
Accumulated amortisation at the end of the year 179.86 123.25
NET CARRYING VALUE -A 121.46 178.07
Technical Knowhow:
Gross block (at deemed cost) as at the beginning of the year 2,234.46 1,878.62
Additions during the year 378.03 355.84
Gross block at the end of the year 2,612.49 2,234.46
Accumulated amortisation at the beginning of the year 1,481.91 1,244.61
Amortisation for the year 310.69 237.30
Accumulated amortisation at the end of the year 1,792.60 1,481.91
NET CARRYING VALUE - B 819.89 752.55
NET CARRYING VALUE - A+B 941.35 930.62

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146 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

FINANCIAL ASSETS - NON CURRENT

6 INVESTMENTS

Particulars Currency Per Number of Securities

Security As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
A 
Investments carried at
amortised cost
Investments in
equity instruments of
subsidiaries - unquoted *
D F Power Systems Private INR 10 5,999,998 5,999,998 2,040.75 2,040.75
Limited ** (Refer Note.
No.52(a))
TD Power Systems USA USD 10 80,100 80,100 481.78 481.78
Inc
TD Power Systems Europe Euro 1 550,000 550,000 414.12 414.12
GMBH
TD Power Systems Lira 100 12,782 12,782 159.35 159.35
Jenerator Sanayi Anonim
Sirketi
Less: Provision for (1,740.75) (1,440.75)
diminution in the value of
D F Power Systems Private
Limited (Refer note No
52(a))
Total investment in 1,355.25 1,655.25
equity of subsidiaries - A
B 
Investments in Non-
convertible Debentures
carried at amortised cost
- (quoted)
Tata Capital Financial INR 1,000 - 100,000 - 997.96
Services Limited @ 8.50%
(Matured on 26.08.2024)
C 
Investment carried at fair
value through Profit and
Loss (FVTPL)
Investments in Equity
Shares - (fully paid up)
(unquoted)
The Shamrao Vithal Co- INR 25 2,000 2,000 0.50 0.50
operative Bank limited
Grand Total (A+B+C) 1,355.75 2,653.71
Additional Information:
Aggregate Carrying value of quoted Non-convertible debentures - 997.96
Market value of quoted Non Convertible Debentures - 1,049.80
Aggregate amount of unquoted shares 3,096.50 3,096.50
Amount of impairment in the value of investments in unquoted shares (Refer Note 52(a)) (1,740.75) (1,440.75)
Aggregate carrying value of unquoted shares (net of provision for impairment) 1,355.75 1,655.75

* Non-current investments are stated at cost. Provision for diminution if any, in the value of investments is made, to
recognise a decline, other than temporary decline.
** Excluding two shares held by Company through the directors of the Company.

TD Power Systems Limited 147

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

7 LOANS

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured , considered good)
Loans to related parties - 352.33
- 352.33
Details of Loans
Unsecured loan to TD Power Systems USA Inc - 352.33
Rate of Interest: SOFR + 3% p.a., Period of loan: 24 months, Currency: USD
Unsecured loan given to wholly owned subsidiary is to meet their operating
expenses and working capital requirement.

8 OTHER FINANCIAL ASSETS

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured , considered good)
Security deposits - electricity deposit 154.64 133.09
Bank deposits with more than 12 months maturity - 101.00
Security deposit for others 2.08 2.08
156.72 236.17

9 OTHER NON CURRENT ASSETS:

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, Considered good)
Capital advances (net of provision) 1,410.94 759.25
Advance tax (net of provision) 585.15 585.15
Balance with Government authorities - GST Refund receivable 361.14 183.04
Prepaid expenses 0.15 8.40
Gratuity- Excess of fair value of plan assets over defined benefit obligation 246.32 285.59
2,603.70 1,821.43

CURRENT ASSETS:

10 INVENTORIES:

Particulars As at As at
March 31, 2025 March 31, 2024
(Valued at lower of cost or net realisable value)
Raw materials 17,571.08 12,803.93
Work in progress 11,233.14 9,341.68
Work in progress - Spares 3,087.97 1,367.21
Stock in trade 724.38 127.90
Goods in transit:
Raw materials 528.95 131.84
(Refer accounting policy No. 1.11 for valuation of inventories) 33,145.52 23,772.56
Note: There are no allowances towards slow and non-moving items during the year.

148 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

CURRENT FINANCIAL ASSETS

11 TRADE RECEIVABLES (CARRIED AT AMORTISED COST)

Particulars As at As at
March 31, 2025 March 31, 2024
Trade receivable, considered good and secured under letter of credit 2,569.87 1,604.06
Trade receivable, Unsecured and considered good 45,857.71 29,430.50
Trade receivable, Unsecured and credit impaired 772.61 636.27
Less: Expected credit loss allowance Refer Note 41(C) (772.61) (636.27)
Trade receivables 48,427.58 31,034.56
Notes:

(a) Trade Receivables ageing schedule

Particulars As at As at
March 31, 2025 March 31, 2024
Undisputed Trade receivables - considered good
Not Due 41,014.38 23,474.42
Less than 6 months 6,093.38 6,320.69
6 months - 1 years 967.60 175.43
1 - 2 years 247.53 578.57
2 - 3 years 70.73 0.21
More than 3 years 33.96 485.24
Undisputed Trade Receivables - credit impaired
More than 3 years 772.61 636.27
Less: Expected credit loss allowance (on receivables considered doubtful) (772.61) (636.27)
48,427.58 31,034.56
(b) The above balances includes dues from related parties (Refer Note 45). 11,621.00 3,380.46
(c) No trade or other receivable are due from directors or other officers of the
company either severally or jointly with any other person. Further, there
are no trade or other receivables which are due from firms or private
companies in which any director is a partner, a director or a member
except as disclosed in note 45 to the financial statement.
(d) Trade receivable are non interest bearing and are generally on terms of 0
to 180 days. [Refer note 41C]
(e) There are no trade receivables under dispute or which have significant
increase in credit risk or credit impaired as per the information available
with the Company except as disclosed above.

TD Power Systems Limited 149

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

12 CASH AND CASH EQUIVALENTS:

Particulars As at As at
March 31, 2025 March 31, 2024
Balances with banks:
In current accounts 754.07 601.83
In EEFC accounts 790.81 938.57
In Cash Credit Account (Refer Note No.20) - 180.65
In bank deposit accounts with original maturity less than 3 months 900.00 3,800.00
Cash on hand 2.12 3.66
2,447.00 5,524.71

13 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS:

Particulars As at As at
March 31, 2025 March 31, 2024
Balance in unclaimed dividend account 2.98 2.57
Balance with bank in respect of TDPS ESOP Trust 15.23 14.83
Bank deposits with less than 12 months maturity 6,861.32 9,218.12
Deposits (Under lien) with bank as Margin money towards bank guarantee 5,433.71 4,190.70
12,313.24 13,426.22

14 OTHER FINANCIAL ASSETS

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good)
Earnest money deposit 29.41 59.57
Security deposit for rented premises 22.09 21.08
Balance with Government authorities - GST Refund receivable 2,063.08 596.81
Interest accrued on term deposits 390.19 430.95
Interest accrued on Non Convertible Debentures - 49.84
Accrued Export incentive 496.21 185.59
Unbilled revenue 44.27 9.49
Mark to market gain on forward contracts (Refer Note No.41B) 181.98 114.23
Employee advance 102.76 57.19
3,329.99 1,524.75

15 OTHER CURRENT ASSETS

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good)
Advance paid to suppliers (other than capital advances) 2,088.38 2,230.14
Balance with Government authorities - Input Tax credit 2,992.15 185.98
Prepaid expenses 461.98 192.20
Expenditure tax - (Relating to foreign operations) 27.33 67.69
5,569.84 2,676.01

150 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

16 EQUITY SHARE CAPITAL

Particulars As at As at
March 31, 2025 March 31, 2024
Authorised
Equity shares of ` 2/- each
Number of equity shares - Absolute numbers 175,000,000 175,000,000
Amount of Equity Share Capital (in ` ) 3,500.00 3,500.00
Issued, subscribed and fully paid up
Equity shares of ` 2/- each
Number of equity shares - Absolute numbers 156,183,612 156,170,101
Amount of Equity Share Capital (in ` ) 3,123.67 3,123.40

Reconciliation of the number of equity shares outstanding and the amount

of equity share capital at the beginning and at the end of the year
Number of equity shares - Absolute numbers
Shares outstanding at the beginning of the year 156,170,101 156,042,635
Shares issued during the year 13,511 127,466
Shares outstanding at the end of the year 156,183,612 156,170,101
Amount of equity share capital:
Share capital outstanding at the beginning of the year 3,123.40 3,120.85
Shares issued during the year 0.27 2.55
Share capital outstanding at the end of the year 3,123.67 3,123.40
Other Information:
I The Company has only one class of equity shares having par value of ` 10/- each (sub-divided into ` 2/- each). Each
holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting.
II In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all liabilities. The distribution will be in proportion to the number of equity
shares held by the shareholders.
III For the period of five years immediately preceding the date as at which the Balance Sheet is prepared:
a. No shares allotted pursuant to a contract without consideration being received in cash.
b. No shares allotted as fully paid up by way of bonus shares
c. No shares were bought back
IV The particulars of employee stock option is given in note no.51. There were no other shares reserved for issue under
options and contracts/commitments for the sale of shares/disinvestment.
V There were no calls unpaid or forfeited shares.

TD Power Systems Limited 151

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

VI Shares held by promoters & promoter group - Refer Note 16(I) above
Current Year
Promoter Name As at March 31, 2025 As at March 31, 2024 % Increase (Decrease)
No of shares % No of shares % during the year
Saphire Finman Services LLP 23,958,225 15.34% 23,958,225 15.34% 0.00%
(formerly known as Saphire
Finman Services Private
Limited)
Nikhil Kumar 17,465,320 11.18% 19,193,320 12.29% (9.00%)
Hitoshi Matsuo 10,040,486 6.43% 10,040,486 6.43% 0.00%
Promoter Group:
Aarya Sankaran Kumar 294,630 0.19% 245,530 0.16% 20.00%
Sagir Mohib Khericha 120,000 0.08% 80,000 0.05% 50.00%
Previous Year
Promoter Name As at March 31, 2024 As at March 31, 2023 % Increase (Decrease)
No of shares % No of shares % during the year
Saphire Finman Services LLP 23,958,225 15.34% 25,132,165 16.16% (4.67%)
(formerly known as Saphire
Finman Services Private
Limited)
Nikhil Kumar 19,193,320 12.29% 23,193,320 14.91% (17.25%)
Mohib N Khericha - 0.00% 19,154,800 12.32% (100.00%)
Hitoshi Matsuo 10,040,486 6.43% 16,176,270 10.40% (37.93%)
Promoter Group:
Aarya Sankaran Kumar 245,530 0.16% 245,530 0.16% 0.00%
Chartered Capital & Investment - 0.00% 5,671,260 3.65% (100.00%)
Ltd.
Lavanya Sankaran - 0.00% 638,250 0.41% (100.00%)
Sagir Mohib Khericha 80,000 0.05% 80,000 0.05% 0.00%
Sofia Mohib Khericha - 0.00% 1,000,000 0.64% (100.00%)
VII Particulars of equity share holders holding more than 5% of the total paid up equity share capital:
As at March 31, 2025
% No of shares
a. Saphire Finman Services LLP (formerly known as Saphire Finman Services Private 15.34% 23,958,225
Limited)
b. Nikhil Kumar 11.18% 17,465,320
c. Nippon Life India Trustee Limited 7.98% 12,458,312
d. Hitoshi Matsuo 6.43% 10,040,486

As at March 31, 2024

% No of shares
a. Saphire Finman Services LLP (formerly known as Saphire Finman Services Private 15.34% 23,958,225
Limited)
b. Nikhil Kumar 12.29% 19,193,320
c. Hitoshi Matsuo 6.43% 10,040,486
d. Nippon Life India Trustee Limited 7.22% 11,275,320
e. Aditya Birla Sun Life Trustee Private Limited 5.34% 8,338,970
Note: The above disclosed information is as per the records/registers including Members register maintained by the
Registrar of the Company as at the year end.

152 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

17 OTHER EQUITY

Particulars As at As at
March 31, 2025 March 31, 2024
Reserves & Surplus:
17.1 Securities Premium
As at the beginning of the year 19,319.00 19,296.80
Add: Transfer from Share option outstanding account 2.27 22.20
As at the end of the year - A 19,321.27 19,319.00
17.2 Capital Redemption Reserve
As at the beginning of the year 230.42 230.42
Add: Transfer from Securities Premium - -
As at the end of the year - B 230.42 230.42
17.3 General Reserve
As at the beginning of the year 2,955.06 2,939.63
Add: Transfer from Share option outstanding account - 15.43
As at the end of the year - C 2,955.06 2,955.06
17.4 Retained earnings
As at the beginning of the year 44,480.47 33,731.24
Less: Dividend (` 0.60 per share (Previous year: ` 0.50 per share)) (937.10) (780.85)
(Refer Note No.48(b))
Less: Interim Dividend - ( ` 0.60 per share (Previous Year: ` 0.50) (937.10) (780.85)
(Refer Note No.48(a))
Add: Profit for the year as per statement of profit and loss 15,371.00 12,417.82
Add/(less): Remeasurement of defined benefit plan for the year (net of (88.36) (125.88)
tax)
Less: Balance carrying value of shares in respect of ESOP exercised - 18.99
during the year transferred to Retained Earnings
As at the end of the year - D 57,888.91 44,480.47
17.5 Stock Options Outstanding Account
As at the beginning of the year 39.55 66.97
Add: Addition during the year 55.20 35.54
Less: Amount transferred to shares purchased by ESOP Trust in respect - (25.33)
of ESOP exercised during the year
Less: Amount transferred to general reserve on cancellation of ESAR - (15.43)
Less: Amount transferred to securities premium on exercise of ESAR by (2.27) (22.20)
the employees of the Company
As at the end of the year - E 92.48 39.55
17.6 Shares Purchased by ESOP Trust
As at the beginning of the year - (26.60)
Adjustment for:
Proceeds from ESOP exercised received - 20.72
Amount transferred to shares purchased by ESOP Trust in respect of - 24.87
ESOP exercised during the year
Balance carrying value of shares in respect of ESOP exercised during - (18.99)
the year transferred to Retained Earnings
Dividend received during the year on the shares held by the ESOP Trust - -
As at the end of the year - F - -

TD Power Systems Limited 153

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars As at As at
March 31, 2025 March 31, 2024
Other Comprehensive Income:
17.7 Exchange difference on translation of foreign operations (Refer Note
No.1.16)
As at the beginning of the year (36.26) 29.94
Transferred from statement of profit and loss 13.01 (66.20)
As at the end of the year - G (23.25) (36.26)
Total (A+B+C+D+E+F+G) 80,464.89 66,988.24
17.8 The Remeasurements gains in respect of employee benefits included
under retained earnings are as under:
As at the beginning of the year (199.11) (73.23)
Remeasurements gain/(loss) on defined benefit plans (118.08) (168.22)
Income tax effect on above 29.72 42.34
Balance at the end of the year (287.47) (199.11)
Note:
Nature and purpose of other reserves:
a. Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the
provisions of the Companies Act, 2013.
b. General Reserve: General reserve is appropriation of the net profit in respect of reserves created pursuant to the
provisions of the Companies Act, 1956 with respect to declaration of dividend. Such mandatory transfer to general
reserve is not prescribed under the Companies Act, 2013.
c. Capital Redemption Reserve: The capital redemption reserve represents the face value (` 10) of the shares bought
back. This is created by transfer from securities premium as per requirement of Sec.69 of the Companies Act, 2013.
d. Retained Earning: Retained earnings are the profits that the Company has earned till date, less transfer to general
reserve, dividend or other distribution paid to shareholders.
e. Stock Option Outstanding Account: The balance in this account represents the Employee Share based remuneration
debited to the Statement of Profit and Loss after adjustments for ESOPs/ESARs exercised.
f. Shares Purchased by ESOP Trust: The shares held by the ESOP Trust are treated as treasury shares and included
under other equity.

18 PROVISIONS:

Particulars As at As at
March 31, 2025 March 31, 2024
Provision for employee benefits towards compensated absence 886.17 708.72
(Refer Note No. 44)
886.17 708.72

A NK
BL
FT
Y LE
L L
IO NA
T
EN
INT

154 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

19 DEFERRED TAX LIABILITY

Particulars As at As at
March 31, 2025 March 31, 2024
Deferred tax liability:

On account of depreciation on Property, plant and equipment and Intangible 882.38 810.55
assets

Deferred tax asset:

On account of timing differences in recognition of expenditure 551.66 774.37

Net deferred tax liability/(asset) 330.72 36.18

Movement of deferred tax liability/(asset)

Particulars Opening Recognition Closing balance

balance in statement of
profit and loss
As at March 31, 2025
Deferred tax liability:
On account of depreciation on property, plant and equipment 810.55 71.83 882.38
and amortisation of intangible assets
Deferred tax asset:
On account of timing differences in recognition of 774.37 (222.71) 551.66
expenditure
Total deferred tax liability 36.18 294.52 330.72
As atMarch 31, 2024
Deferred tax liability:
On account of depreciation on property, plant and equipment 836.34 (25.79) 810.55
and amortisation of intangible assets
Deferred tax asset:
On account of timing differences in recognition of 526.47 247.90 774.37
expenditure
Total deferred tax liability 309.87 (273.69) 36.18

K
L AN
FTB
Y LE
L L
IO NA
T
EN
INT

TD Power Systems Limited 155

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

20 BORROWINGS

Particulars As at As at
March 31, 2025 March 31, 2024
Secured loans from bank:
Working Capital Borrowings
Loans repayable on demand
- Rupee loan from Banks - Cash Credit 1,220.75 -
1,220.75 -
Additional Information:
Details of security for secured loans
1,220.75 -
Loans from Bank of Baroda is secured by first pari-passu charge along with
Kotak Mahindra Bank & HDFC Bank on all the current assets of the Company
(present and future) excluding the current assets relating to orders from a
particular customer which are exclusive first charge in favour of Bank of
Baroda.
The loans are further collaterally secured as under: -
1. 
Equitable mortgage of unit-1 of factory comprising of factory land and
buildings situated at plot nos.27,28,29 & 30A area, 25304 sq. mts Phase-I
KIADB Dabaspet Industrial Area, Yedehalli Village, Bengaluru Rural
District, Bengaluru.
2. 
Equitable mortgage of unit-II of factory comprising of factory land and
buildings situated at [Link].59/2, area 4 acres 33 gunta (19526 Sq. mts
including 7 gunta kharaba land) yedahalli village Dabaspet, Bangalore.
3. 
Equitable mortgage of unit-II of factory comprises of factory land and
buildings situated [Link]. 55 (Part1), 56/1, 56/2, 57 & 58 Yedehalli Village,
Dabaspet Bangalore Rural District, Bangalore measuring 12.55 acres.
4. 
Hypothecation charge on entire plant and machinery of the company
Present and Future.
 ll the above are common securities for all fund based and non-fund based
A
facilities obtained by the Company.
Loan from Kotak Mahindra Bank is secured by first pari-passu charge with - -
Bank of Baroda on all existing and future receivable/current assets of the
Company excluding the current assets relating to orders from a particular
customer.
Loan from HDFC Bank Limited is secured on all existing and future
receivable/current assets of the Company excluding the current assets
relating to orders from a particular customer.
Interest at 9.55% p.a. (PY: 9.25% p.a.) is applicable on Rupee loans from Bank
of Baroda which will be reviewed annually
Interest at 10.35% p.a. (PY: 10.15% p.a.) is applicable on Rupee loans from
Kotak Mahindra Bank Limited which will be reviewed annually
Interest at 8.90% p.a. (PY: 9.19%) is applicable on Rupee loans from HDFC
Bank Limited which will be reviewed annually
There is no default in repayment of borrowings and interest as on balance
sheet date

156 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

21 LEASE LIABILTIES

Particulars As at As at
March 31, 2025 March 31, 2024
Lease Liability 1.04 0.95
1.04 0.95
Classification of current and Non-Current:
Current Liability 0.22 0.06
Non-Current Liability 0.82 0.89

22 TRADE PAYABLES

Particulars As at As at
March 31, 2025 March 31, 2024
Total outstanding dues of micro enterprises and Small enterprises * 2,380.30 2,487.10
Total outstanding dues of creditors other than micro enterprises and Small 20,602.06 11,389.08
enterprises **
22,982.36 13,876.18
All trade payables are non interest bearing and payable or settled within
normal operating cycle of the company
Additional Information:
* The details of amounts outstanding to micro, small and medium enterprises
under Micro Small and Medium Enterprises Development Act, 2006 (MSMED
Act), based on the available information with the Company are as under:
1. Principal amount due and remaining unpaid 2,380.30 2,487.10
2. Interest due on (1) above and the unpaid interest 284.52 19.83
3. 
The amount of interest paid by the buyer in terms of section 16 of Micro, - -
Small and Medium Enterprises Development Act, 2006 (27 of 2006),
along with the amount of the payment made to the supplier beyond the
appointed day during each accounting year.
4. 
The amount of interest due and payable for the period of delay in making - -
payment (which has been paid but beyond the appointed day during the
year) but without adding the interest specified under the Micro, Small
and Medium Enterprises Development Act, 2006
5. 
The amount of interest accrued and remaining unpaid at the end of each 284.52 19.83
accounting year
6. 
The amount of further interest remaining due and payable even in the 526.30 242.41
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the Micro, Small and Medium
Enterprises Development Act, 2006
The amount due to micro, small and medium enterprises is based on the
information received and available with the Company which increased
pursuant to amendment to Sec.43B(h) of Income tax Act, 1961. There are
no dues payable to micro, small and medium enterprises which are under
dispute.

TD Power Systems Limited 157

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars As at As at
March 31, 2025 March 31, 2024
Trade payables ageing schedule:
Outstanding dues to MSME
Less than 1 year - This includes amounts which are Not Due 2,380.30 2,487.10
Outstanding dues to Others
Less than 1 year - This includes amounts which are Not Due 20,582.06 11,369.08
Disputed outstanding dues to Others
More than 3 years 20.00 20.00
22,982.36 13,876.18
** The above balances includes dues to related parties (Refer Note 45) 10.81 20.00

23 OTHER FINANCIAL LIABILITIES

Particulars As at As at
March 31, 2025 March 31, 2024
Unclaimed dividends * 2.98 2.57
Payable on account of capital purchase 398.42 -
Outstanding liabilities in respect of accrued expenses 7,616.03 7,448.50
Earnest money deposit 2.15 2.15
Employee benefits payable 857.64 677.16
Due to Director 4.28 4.17
8,881.50 8,134.55
* Does not include any amount which are required to be credited to investor education and protection fund as at the
year end.

24 OTHER CURRENT LIABILITIES

Particulars As at As at
March 31, 2025 March 31, 2024
Advance received from customers ** 11,511.30 6,438.94
Duties and taxes payable 221.95 257.45
11,733.25 6,696.39
** The above balances includes advance received fromw related parties 6,211.89 2,173.09
(Refer Note 45)

25 PROVISIONS

Particulars As at As at
March 31, 2025 March 31, 2024
Provision for warranties (Refer Note No 47) 615.17 467.89
Provision for employee benefits towards compensated absence (Refer Note 29.80 35.70
No. 44)
644.97 503.59

158 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

26 CURRENT TAX LIABILITY

Particulars As at As at
March 31, 2025 March 31, 2024
Provision for taxation (net of advance tax) * 973.75 1,157.91
973.75 1,157.91
* Includes provisions (net of tax paid) held for earlier years pending completion of assessments/ appellate proceedings.

27 REVENUE FROM OPERATIONS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Sale of Goods
- AC generators 99,944.30 69,275.82
- AC generator spares/components 20,134.18 20,333.61
- Spares & after market business - Domestic 682.18 378.50
- Spares & after market business - Overseas Branch 2,126.88 3,524.04
Total 122,887.54 93,511.97
Sale of services 2,933.10 3,600.60
Sale of scrap 2,230.52 2,463.44
Total 128,051.16 99,576.01
Less: Sales to Japan branch 1,511.54 1,188.11
Total 126,539.62 98,387.90
Disaggregation of revenue information
At Point in time (product/service) 125,118.06 95,975.41
Overtime 2,933.10 3,600.60

28 OTHER INCOME

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Interest income on financial asset - Bank Deposits 1,074.45 1,014.15
Interest income on financial assets - non convertible debentures carried at 35.57 130.53
amortised cost
Interest on the loan given to subsidiaries 9.51 49.37
Dividend from subsidiary - 420.94
Profit on sale of Property, plant and equipments (Net) - 0.23
Foreign exchange fluctuation/MTM gain (Net of loss) 1,146.79 704.59
Income from Renting of equipments - 13.60
Miscellaneous income 43.12 16.70
Total 2,309.44 2,350.11

TD Power Systems Limited 159

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

29 CONSUMPTION OF RAW MATERIALS, STORES, SPARE PARTS & COMPONENTS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Stock at the beginning of the year 12,803.93 9,245.86
Add: Purchases 93,203.03 70,097.09
Less: Stock at the end of the year 17,571.08 12,803.93
Total 88,435.88 66,539.02
Consumption of major raw materials consists of:
Copper (wires, strips, rods, sheet etc.) 20,143.77 13,993.18
Steel/ Laminations 12,315.00 11,794.81
Shaft Forgings 6,124.89 4,286.97
Stores & Spares 1,060.46 730.27
Others 48,791.76 35,733.79
Total 88,435.88 66,539.02

30 PURCHASES FOR SPARES & AFTER MARKET BUSINESS, NET OF CHANGES IN INVENTORIES OF STOCK IN TRADE

Particulars Year ended Year ended

March 31, 2025 March 31, 2024

Inventory at the beginning of the year 127.90 1,478.69

Add: Purchases for Projects Business 1,299.27 560.88

Less: Inventory at the end of the year 724.38 127.90

702.79 1,911.67

31 CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024

Inventory at the beginning of the year

Work in progress - A C Generators 10,708.89 8,062.23

10,708.89 8,062.23

Less: Inventory at the end of the year

Work in progress - A C Generators 14,321.11 10,708.89

14,321.11 10,708.89

Net (Increase) / Decrease (3,612.22) (2,646.66)

160 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

32 EMPLOYEE BENEFITS EXPENSE:

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Salaries and wages (Refer Note No.51) 7,896.86 7,064.99
Contribution to provident and other funds 634.62 552.45
Remuneration to whole time directors including contribution to provident 444.62 313.76
and other Funds (Refer Note No.45)
Directors sitting fees 28.40 35.10
Share based remuneration to employees (Refer Note No.51) 55.20 35.54
Staff welfare expenses 2,078.28 1,608.10
Total 11,137.98 9,609.94

33 FINANCE COSTS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Interest 305.84 30.96
Total 305.84 30.96

34 DEPRECIATION AND AMORTISATION EXPENSES

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Depreciation on property, plant and equipment 1,517.77 1,738.69
Amortisation of intangible assets 367.30 292.76
Total 1,885.07 2,031.45

35 OTHER EXPENSES

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Power and fuel 1,123.45 1,054.48
Rent (Refer Note No.46) 32.43 33.73
Repairs and maintenance
- Buildings 87.71 93.48
- Machinery 727.05 688.03
- Others 68.31 47.64
Insurance 174.92 118.76
Manufacturing expenses 146.21 382.75
Rates and taxes 196.28 68.62
Payment to the auditors (excluding GST):
- auditor fees (including audit of consolidated financial statements) 15.75 15.75
- 
for Limited review of quarterly financial results including consolidated 10.05 10.05
financial results
- for other services - Certification fees 1.88 2.08

TD Power Systems Limited 161

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Legal and professional charges 715.32 615.58
Royalty 71.61 170.89
Travelling and conveyance 1,675.22 1,381.87
Bank charges (net of reimbursement received from subsidiary ` 0.97 lakhs 433.95 333.74
(PY: ` 5.57 lakhs)
Software expenses 639.06 307.19
Corporate Social Responsibility (Refer Note No. 50) 242.45 144.13
Vehicle maintenance 68.06 88.32
Postage, telegrams and telephones 45.18 55.68
Printing and stationary 53.05 46.89
Provision for doubtful debts 136.34 -
Carriage, freight and Selling expenses 2,025.50 881.23
Donations 4.34 13.33
Loss on sale of property, plant and equipment 6.17 -
Advertisement 34.58 49.21
Subscription to technical associations, journals and magazines 42.63 11.90
Total 8,777.50 6,615.33

36 EXCEPTIONAL ITEMS:

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Provision for diminution in the value of investment (300.00) 5.67
(Refer Note No.52(a) & 52(b))
Total (300.00) 5.67

37 CONTINGENT LIABILITIES AND COMMITMENTS

Particulars As at As at
March 31, 2025 March 31, 2024
(to the extent not provided for)
Contingent Liabilities:
Performance Guarantees 11,159.24 10,034.93
Performance Guarantees given to customers on behalf of subsidiary companies 1,567.43 1,408.93
Advance Guarantees given to customers on behalf of subsidiary companies 69.05 -
Indirect Tax demand disputed by the company 6.89 6.89
Income Tax demand disputed by the company * 1,986.03 2,011.64
Other sums for which the Company is contingently liable 10.42 7.72
The management believes, based on internal assessment and / or legal advice, that the probability of an ultimate
adverse decision and outflow of resources of the Company is not probable and accordingly, no provision for the above is
considered necessary.

162 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

* During May 2021, the company has received demand from Income tax department of ` 1,942.67 lakhs for AY 2017-18
with respect to Transfer Pricing and other disallowance u/s 143(3) r.w.s 144C (3) read with section 144B of the Income-
tax Act. The Transfer Pricing Officer (TPO) has passed an order with demand considering transfer pricing adjustment
on the overall turnover of the Company instead of restricting to transactions with Associate Enterprises. The Sales to
Associate Enterprises for the said year is ` 1,964.90 lakhs as compared to the Sales of the entire Company of ` 36,944.03
lakhs. Disputing the said order, the Company filed an objection before the Dispute Resolution panel of the Income Tax
Department at Bengaluru on May 26 2021. Further, consequent to a writ petition filed by the Company, the operation
of the assessment order & recovery proceedings has been stayed by the Hon’ble High Court of Karnataka vide it’s order
dated June 30 2021.
The Company has received assessment order u/s 143(3) r.w.s 260 read with section 144B of the Income Tax Act based on
directions of Dispute Resolution panel. Further, consequent to a writ petition filed by the Company, the operation of the
assessment order & recovery proceedings has been stayed by the Hon’ble High Court of Karnataka vide it’s order dated
March 21, 2022.
Commitments As at As at
March 31, 2025 March 31, 2024
Estimated amount of contracts remaining to be executed on capital account 7,855.88 1,653.73
and not provided for (net of advances)

38 COMPONENTS OF OTHER COMPREHENSIVE INCOME (OCI) :

Particulars As at As at
March 31, 2025 March 31, 2024
Items that will not to be reclassified to profit or loss:
Re-measurement gains/ (losses) on defined benefit plans (118.08) (168.22)
Income tax on Defined benefit plans 29.72 42.34
Items that will be reclassified to profit or loss:
Exchange difference on translation of foreign operations 17.39 (88.47)
Income tax on exchange difference on translation of foreign operations (4.38) 22.27
(75.35) (192.08)

39 EARNINGS PER SHARE

Particulars As at As at
March 31, 2025 March 31, 2024
EARNINGS PER SHARE-BASIC
Profit for the year after tax expense 15,371.00 12,417.82
Weighted average number of equity shares outstanding during the year 156,180,650 156,134,520
(Refer Note 16(I))
Earnings per share (in ` ) 9.84 7.95
Face Value of Equity share (in ` ) 2.00 2.00
EARNINGS PER SHARE - DILUTED
Profit for the year after tax expense 15,371.00 12,417.82
Weighted average number of equity shares outstanding during the year (Refer 156,230,270 156,195,580
Note 16(I))
Earnings per share (in ` ) 9.84 7.95
Face Value of Equity share (in ` ) 2.00 2.00

TD Power Systems Limited 163

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

40 (a) The reconciliation between Income tax and amounts computed by applying the statutory income tax rate:

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Total profit/(loss) before tax (A) 20,916.22 16,651.97
Income tax rate (B) 25.17% 25.17%
Tax expense - (C) = (A) X (B) 5,264.19 4,190.97
Add - tax effect of the amounts as under:
a) Expenses - not deductable for tax purpose 209.60 45.00
b) Income exempt from income tax - (105.94)
c) Tax paid outside India - 63.24
d) Other adjustments (net) 71.43 40.88
Total (D) 281.03 43.18
Tax expense (E) = (C )+(D) 5,545.22 4,234.15

(b) The movement in deferred tax liabilities (net)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Deferred tax liabilities at the beginning of the year 36.18 309.87
- 
Change in difference between book value and WDV of property, plant 72.76 (25.42)
and equipment and other intangible assets
- Change in Provision for employee benefits disallowed (41.27) (89.98)
- Change in expenses allowable on payment 263.05 (158.29)
Deferred tax liabilities at the end of the year 330.72 36.18
Deferred tax expenses in the statement of profit and loss 294.52 (273.70)

(c) Income tax expense in the other comprehensive Income consist of the following:

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Tax on Re-measurement (loss)/gain on defined benefit obligation 29.72 42.34
Income tax on exchange difference on translation of foreign operations (4.38) 22.27

41 FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS

A.  he Fair value of cash and cash equivalents, bank balances, loans, trade receivables, trade payables and others
T
approximates their carrying amount. Trade receivables are evaluated after taking into consideration for Expected
Credit Losses. Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique.
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable

164 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

B. Financial Assets / Liabilities Classification:

Particulars Carrying Amount
As at As at
March 31, 2025 March 31, 2024
Financial Assets at cost less provision for loss:
Investments in equity instruments of:
- Indian Subsidiary 300.00 600.00
Financial Assets at cost:
- Foreign Subsidiaries 1,055.25 1,055.25
Financial assets at fair value through Profit and Loss (FVTPL):
Investment in equity other than subsidiary - * 0.50 0.50
Mark to market gain on foreign exchange forward contracts (level 2) 181.98 114.23
(Refer Note No.14)
Financial Assets at amortised cost:
Cash and cash equivalents 2,447.00 5,524.71
Bank balances other than cash and cash equivalents 12,313.24 13,426.22
Trade receivables net of ECL 48,427.58 31,034.56
Loans to subsidiaries - 352.33
Investment in Non Convertible Debentures - 997.96
- Fair Value NIL (PY ` 1,049.80 lakhs)
Other financial assets 3,304.73 1,646.69
Financial liabilities at amortised cost:
Short term borrowings 1,220.75 -
Lease Liabilities 1.04 0.95
Trade payables 22,982.36 13,876.18
Other financial liabilities 8,881.50 8,134.55
* In view of the fact this investment amount is not significant and the cost is considered to be at fair value (level 3)

C. Financial Risk Management

Objectives and Policies
The company’s Financial Risk Management is an integral part of business strategies. The Company’s focus is to
foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial
performance. The primary market risk to the Company is foreign exchange risk. In addition, Company is exposed
to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives,
policies and processes for measuring and managing risk, and the Company’s management of capital. Further
quantitative disclosures are included throughout these financial statements.
The Company’s principal financial liabilities comprise short term borrowings, trade and other payables. The main
purpose of these financial liabilities is to support entity’s operations. The entity’s principal financial assets include
cash and cash equivalents, investment in Non-convertible Debentures and trade and other receivables that derive
directly from its operations.

TD Power Systems Limited 165

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated


All activities for risk management purposes are carried out by experienced teams that have the appropriate skills,
experience and supervision. It is the entity’s policy that no activities in derivatives will be undertaken except
foreign exchange forward contract. The Board of Directors review and agree policies for managing each of these
risks, which are summarised below.
Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The
maximum exposure to the credit risk at the reporting date is primarily from trade receivables. The customer
credit risk is managed as per Company’s established policy, procedure and controls relating to customer credit
risk management. It requires different processes and policies to be followed based on the business risks, industry
practice and customer profiles.
In order to contain the business risk, the creditworthiness of the customer is through scrutiny of its financials,
status of financial closure of the project, to the extent available in public domain and if required, market reports and
reference checks. The Company remains vigilant and regularly assesses the financial position of customers during
execution of contracts with a view to restrict risks of delays and default. In view of nature of business profile and
considering the size of the Company, credit risks from receivables are well contained on an overall basis.
The Company’s maximum exposure to credit risk at the reporting date is the carrying amount of trade receivables.
Particulars As at As at
March 31, 2025 March 31, 2024
Total Receivable 48,427.58 31,034.56
Receivable individually in excess of 10% of the receivable 32,432.96 18,668.26
Percentage of the above receivables to the total receivables of the 66.97% 60.15%
Company
Receivables in excess of 10% of individual business receivables represents receivables from three customers/group
as at March 31, 2025 and four customers/group as on March 31, 2024.
Current Year
Particulars As at
March 31, 2025
Customer A 24.02%
Customer B 27.10%
Customer C 15.86%

Previous Year
Particulars As at
March 31, 2024
Customer A 10.89%
Customer B 11.66%
Customer C 25.83%
Customer D 11.77%

Credit risk on cash and cash equivalents and balances with banks is limited as the Company generally invests in
deposits with scheduled banks. Total Cash and Cash equivalents and balances with bank (including co-operative
bank) as at March 31, 2025 is ` 14,459.24 lakhs (PY: ` 18,950.93 lakhs). Out of these balances held with banks as
deposits was ` 13,195.03 lakhs (PY: ` 17,309.82 lakhs). The details of bank deposits are below:
Particulars As at As at
March 31, 2025 March 31, 2024
Bank A 11,784.11 16,219.12
Bank B (Co-operative Bank) 400.00 500.00
Bank C 409.92 389.70
Bank D 601.00 201.00

166 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Provision for expected credit losses

The life time expected credit loss (“ECL”) is estimated on trade receivables, other amounts due from entities where
there is no track record of short receipts. Delays in receiving payments from the customers pursuant to sale of
goods or under contracts are not considered if such delays are commonly prevalent in the industry. Other short
receipts other than arising from claims are duly considered in determining ECL.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The
Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based
on a provision matrix. The provision matrix takes into account historical credit loss experience based on past trend.
Considering the above as well as business model of the Company, engineered-to-order products and the profile of
trade receivables, the determination of a provision based only on age analysis may not be a realistic considering
the economic and industry circumstances. Hence, the provision for expected credit loss is determined by the
management for the specific trade receivables after considering the above facts and circumstances, particularly in
view of the fact that there has no significant bad debts in the recent past.
Provision matrix (%, amount in lakhs) of ECL for trade receivables and the reconciliation of the movement in the
provision is given below.
Particulars As at As at
March 31, 2025 March 31, 2024
Total Receivable 49,200.19 31,670.83
Provision for credit loss 772.61 636.27
Percentage 1.57% 2.01%
Reconciliation of expected credit loss
Particulars As at As at
March 31, 2025 March 31, 2024
Balance at the beginning of the year 636.27 636.27
Provision for credit loss allowance made during the year 136.34 -
Balance at the end of the year 772.61 636.27
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash. The Company’s approach in managing the same is to ensure,
as far as possible, sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions.
The company’s principal sources of liquidity are cash and cash equivalents, balances with banks and the cash flow
that is generated from operations. The cash and cash equivalent and other bank balances (including bank deposits
with more than 12 months maturity) aggregates to ` 14,760.24 lakhs at the end of the year (PY - ` 20,049.90 lakhs).
In addition the net trade receivables ` 48,659.96 lakhs (PY ` 31,034.56 lakhs) at the end of the year. The Company
believes that the working capital is sufficient to meet its current requirements after considering the position of
trade receivables along with Cash & Bank balances. Accordingly, no liquidity risk is perceived.
The following are the contractual maturities of non-derivative financial liabilities due within one year based on
contractual cash flows:
Particulars As at As at
March 31, 2025 March 31, 2024
Trade Payables 22,982.36 13,876.18
Borrowings 1,220.75 -
Other Payables:
Employee dues 857.64 677.16
Other dues including lease liabiltiies 8,024.08 7,457.45
Total 33,084.83 22,010.79

TD Power Systems Limited 167

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates that will affect
the Company’s income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company also operates internationally and a major portion of the business is transacted in several currencies
and consequently the Company is exposed to foreign exchange risk through its sales and services and purchases
from overseas suppliers in various foreign currencies.
i) Foreign currency risk exposure -: The company’s exposure to foreign currency risk at the end of reporting
year, are as follows:

a) The foreign exchange forward contracts outstanding as on March 31, 2025 in respect of Euro is 3,33,00,000
is (PY: Euro 60,00,000)
b) The total foreign currency exposures as at the end of the year is as under:
In Foreign Currency in lakhs
Particulars As at March 31, 2025
USD Euro JPY Others
Assets/ Receivables 63.09 257.59 1,401.62 0.06
Liabilities (including advances) 89.73 21.15 527.55 0.02
Rupee Equivalent
Particulars As at March 31, 2025
USD Euro JPY Others
Assets/ Receivables 5,375.62 23,566.35 790.37 3.67
Liabilities (including advances) 7,587.84 1,948.80 301.81 2.20
In Foreign Currency in lakhs
Particulars As at March 31, 2024
USD Euro JPY Others
Assets/ Receivables 14.99 75.62 0.30 1.32
Liabilities (including advances) 38.26 11.52 393.71 0.38
Rupee Equivalent
Particulars As at March 31, 2024
USD Euro JPY Others
Assets/ Receivables 1,243.03 6,760.49 0.16 136.02
Liabilities (including advances) 3,139.89 1,031.90 218.43 34.77

c) Sensitivity analysis:
A strengthening or weakening of the Indian Rupee, as indicated below, against the USD, Euro, JPY and
others as at March 31, 2025 would have increased (decreased) profit or loss by the amounts shown below.
This analysis is based on foreign currency exchange rate variances that the Company considered to be
reasonably possible at the end of the reporting period. The analysis is performed on the same basis for
previous year, even though the actual foreign exchange rate variances were different.

168 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Impact on profit or loss (before tax)

As at March 31, 2025 As at March 31, 2024
Strengthening Weakening Strengthening Weakening
5% Movement in:
USD 110.61 (110.61) 94.84 (94.84)
EURO (1,080.88) 1,080.88 (286.43) 286.43
JPY 15.09 (15.09) 10.92 (10.92)
Others (0.18) 0.18 (6.80) 6.80
ii) Interest Rate Risk:
The Company’s investments are primarily in Fixed rate interest bearing deposits and non-convertible
debentures. Also the borrowings bear fixed rate of interest which are reviewed periodically by the banks.
Hence, the Company is not significantly exposed to interest rate risks.

iii) Commodity price risk exposure:

The Company is not exposed to significant volume of commodity price risk as the Company hedges major raw
materials based on dips.

D Capital Management:
While managing capital, the Company’s objective is to safeguard its ability to continue as a going
concern, so that it can continue to provide returns for shareholders and benefit for other stakeholders.
The Board of Directors monitor the earnings before interest, depreciation and tax (EBITDA), which the Company
defines as result from operating activities before considering finance cost, depreciation & amortisation, exceptional
items and tax expenses. The Board of Directors also monitors the level of dividends to equity shareholders.
The Company’s EBITDA is 16.66% for the year ended March 31, 2025 in comparison to 16.63% for the year ended
March 31, 2024.
The Company monitors capital, taking a medium and long term view, on the basis of a number of financial ratios
generally used by industry and by the rating agencies.

42 a. The company does not have any pending litigations which would impact its financial position as on the
reporting date except to the extent disclosed in Note 37.
b. The company does not have any long term contracts including derivative contrats for which there were any
material foreseeable losses.
c. There are no amounts required to be transferred to the Investor Education and Protection Fund by the
Company as on the reporting date.
d. To the best of the knowledge and belief of the management, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or
in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
e. To the best of our knowledge and belief of the management, no funds have been received by the Company
from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

TD Power Systems Limited 169

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

43 SEGMENT REPORTING
The company’s operation comprises of Manufacturing business including spares & after market business (erstwhile
project business). Primary segment reporting comprises of manufacturing business. Secondary segment reporting is
based on geographical location of activities. Under primary segment revenue and direct expenses, which relate to a
particular segment and which are identifiable, are reported under that segment.
Certain expenses, which are not allocable to any specific segment, are separately disclosed at the enterprise level.
Cash and bank balances in India are reported at the enterprise level as the company operates common bank accounts.
Property, plant and equipments, liabilities, current assets and current liabilities relating to specific business segments
are identified and reported. Those that are not identifiable are reported as common items.
Secondary segment is reported based on the geographical location of the company, viz., India and Japan. Revenues in
the secondary segment are based on the sales made by the Branch Office. Sales to and purchases from Japan branch are
separately identified and reported. Property, plant and equipments, current assets including cash and bank accounts,
and current Liabilities are identified based on the Branch office to which they relate and are reported accordingly.

(i) Business segment

Current Year
Particulars Primary Segment Total
(Amount in lakhs)
Manufacturing Common
1 Segment Revenues
External Revenues 128,051.16 - 128,051.16
Sales to Japan branch (1,511.54) - (1,511.54)
Total Revenues 126,539.62 - 126,539.62
2 Segment Results
Profit Before Taxation, Interest and Depreciation 21,564.89 (467.20) 21,097.69
Less: Finance cost 305.84 - 305.84
Less: Depreciation and Amortisation 1,882.88 2.19 1,885.07
Total 19,376.17 (469.39) 18,906.78
3 Unallocable & Other Income 2,009.44
Less: Tax 5,545.22
Profit after tax 15,371.00
Previous Year
Particulars Primary Segment Total
(Amount in lakhs)
Manufacturing Common
1 Segment Revenues
External Revenues 99,576.01 - 99,576.01
Sales to Japan branch (1,188.11) - (1,188.11)
Total Revenues 98,387.90 - 98,387.90
2 Segment Results
Profit Before Taxation, Interest and Depreciation 16,766.68 (408.08) 16,358.60
Less: Finance cost 30.96 - 30.96
Less: Depreciation and Amortisations 2,028.53 2.92 2,031.45
Total 14,707.19 (411.00) 14,296.19

170 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Primary Segment Total

(Amount in lakhs)
Manufacturing Common
3 Unallocable & Other Income 2,355.78
Less: Tax 4,234.15
Profit after tax 12,417.82
4 Segment Assets - Current Year 115,860.07 15,383.00 131,243.07
Segment Assets - Previous Year 80,100.73 21,125.38 101,226.11
5 Segment Liabilities - Current Year 46,103.04 1,551.47 47,654.51
Segment Liabilities - Previous Year 31,078.29 36.18 31,114.47
6 Capital Expenditure (Gross Block) 3,991.40 - 3,991.40
Disposal (Gross Block) (117.49) - (117.49)
Capital Expenditure (Net of disposal) - 3,873.91 - 3,873.91
Current Year
Capital Expenditure (Gross Block) 4,416.16 - 4,416.16
Disposal (Gross Block) (124.84) - (124.84)
Capital Expenditure (Net of disposal) - 4,291.32 - 4,291.32
Previous Year

(ii) Geographical Segment:

Particulars Segment revenue by
geographical Market
Year ended Year ended
March 31, 2025 March 31, 2024
Sales from India
Domestic Sales (including Deemed Export) 84,769.65 68,334.26
Export Sales 41,154.63 27,717.71
Sales from Overseas Branch 2,126.88 3,524.04
Less: Sales to Japan Branch (1,511.54) (1,188.11)
Total 126,539.62 98,387.90
Carrying amounts of Non current assets:
Particulars Carrying amounts of segment Additions to property, plant and
assets equipment and intangible assets
(Net of deletion)
As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Located in India 21,886.82 18,202.10 3,873.91 4,291.32
Located outside India 6.91 1.56 - -
Total 21,893.73 18,203.66 3,873.91 4,291.32

TD Power Systems Limited 171

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

(iii) Information about Major customers -

The revenue from operations from customers who exceed 10% of revenue from operations are given below.
Current Year
Particulars As at
March 31, 2025
Customer A 28.23%
Customer B 14.25%
Customer C 12.45%
Previous Year
Particulars As at
March 31, 2024
Customer A 14.12%
Customer C 20.18%
Customer D 13.78%

44 DISCLOSURE AS PER IND AS 19 ON 'EMPLOYEE BENEFITS

A Gratuity - Funded
The Company has a defined benefit gratuity plan. Every employee who has rendered continuous service of five
years or more is entitled to gratuity at 15 days salary (15/26 X last drawn basic salary plus dearness allowance) for
each completed year of service subject to a maximum of ` 20 lakhs. The gratuity liability arises on account of future
payments, which are required to be made in the event of retirement, death in service or withdrawal. The liability
has been assessed using projected unit credit actuarial method. The company made annual contributions to the
Employee’s Group Gratuity scheme of the Life Insurance Corporation of India.
I. Movement in net defined benefit asset on Gratuity plan
Particulars Defined benefit Fair value of Net defined
obligation - A plan assets - B benefit asset (A-B)
Year ended Year ended Year ended Year ended Year ended Year ended
March March March March March March
31, 2025 31, 2024 31, 2025 31, 2024 31, 2025 31, 2024
Opening balance 1,725.02 1,413.54 2,010.60 1,751.48 285.58 337.94
(Liability/Asset)
Included in profit or loss:
Current service cost 169.12 111.24 - - (169.12) (111.24)
Interest Income on planned - - 142.97 130.73 142.97 130.73
asset
Interest cost 115.27 99.35 - - (115.27) (99.35)
Total amount recognised in 284.39 210.59 142.97 130.73 (141.42) (79.86)
profit or loss
Included in OCI:
Actuarial loss (gain) 118.08 168.22 - - (118.08) (168.22)
Total amount recognised in 118.08 168.22 - - (118.08) (168.22)
other comprehensive income
Contributions paid by the - - 220.24 195.72 220.24 195.72
employer
Benefits paid 156.68 67.33 156.68 67.33 - -
Closing balance 1,970.81 1,725.02 2,217.13 2,010.60 246.32 285.59
(Liability/Non current
Asset)

172 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

II. Details of Plan assets

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Schemes of insurance - conventional products 100.00% 100.00%
100.00% 100.00%
III. Actuarial Assumptions
The following were the principal actuarial assumptions at the reporting date.
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Financial assumptions:
Discount rate 6.60% 7.00%
Salary escalation rate 7.00% 7.00%
Demographic assumption
Retirement age 58 Years 58 Years
Mortality table Indian Assured Lives Mortality
(2006-08) Ultimate
Withdrawal rate % (All ages) 3.00% 3.00%
IV. Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the significant principal assumptions is:
Particulars Year ended March 31, 2025 Year ended March 31, 2024
Increase Decrease Increase Decrease
Discount rate (1% Movement) (196.30) 230.86 (174.49) 205.60
Salary escalation rate (1% Movement) 201.00 (181.32) 193.94 172.00
Withdrawal rate (1% Movement) (4.05) 4.26 0.96 (1.37)
The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined
benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
This analysis may not be representative of the actual change in the defined benefit obligations as it is unlikely that
the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
V. Expected benefit payment of the gratuity plan in future years:
Particulars Gratuity (Funded)
Year ended Year ended
March 31, 2025 March 31, 2024
For the year ending:
Less than 1 year 83.43 75.73
Between 1-2 years 73.13 79.32
Between 2-3 years 170.83 69.99
Between 3-4 years 111.97 160.87
Between 4-5 years 105.01 105.75
Between 5-10 years 616.50 529.22
VI. Risk Exposures
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company
is exposed to various risks such as increase in salary, investment risk, discount rate, mortality, disability and
withdrawals.

TD Power Systems Limited 173

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

B Defined contribution plan - Not-funded:

The Company has recognised the following in amounts in the statement of profit & loss during the year
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Contribution to Provident Fund 429.30 385.93
Contribution to Employee State Insurance 41.98 33.24

C Long term Leave Liability - Not-funded

The company provides for earned leave benefit to the employees which accrue at 15 days (maximum) for the year.
The earned leave is encashable while in service and upto a maximum of 105 days on retirement. The leave liability
has been treated as other long term benefits and has been assessed using projected unit credit actuarial method.
I. Movement in net defined benefit liability
Particulars Defined benefit obligation
Year ended Year ended
March 31, 2025 March 31, 2024
Opening balance 744.42 632.87
Included in profit or loss:
Current service cost 201.36 171.42
Interest cost 47.41 40.87
Actuarial loss (gain) 56.95 29.86
Total amount recognised in profit or loss 305.72 242.13
Benefits paid during the year 134.17 130.58
Closing balance 915.97 744.42
II. Actuarial Assumptions
The following were the principal actuarial assumptions at the reporting date.
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Financial assumptions:
Discount rate 6.60% 7.00%
Salary escalation rate 7.00% 7.00%
Demographic assumptions:
Mortality table Indian Assured Lives Mortality
(2006-08) Ultimate
Withdrawal rate % (All ages) 3.00% 3.00%
Retirement age 58 years 58 years

A NK
BL
FT
Y LE
L L
IO NA
T
EN
INT

174 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

45 RELATED PARTY DISCLOSURE

Sl. Related Party Relationship

No.
1 D F Power Systems Private Limited
2 TD Power Systems USA Inc
3 TD Power Systems Japan Limited (upto 26th June 2023) Subsidiary Company
4 TD Power Systems Europe GMBH
5 TD Power Systems Jenerator Sanayi Anonim Sirketi
6 Ravindu Motors Private Limited (upto April 17, 2023) Companies in which key
7 Trident Automobiles (Bangalore) Private Limited management personnel/close
member of key management
personnel is interested
8 Nikhil Kumar, Managing Director
9 Mohib N Khericha, Chairman & Non-Executive Director
10 S. Prabhamani, Non-Executive Director
11 Prathibha Sastry, Independent Director
12 Nithin Bagamane, Independent Director (upto March 31, 2024)
Key management personnel
13 Ravi K Mantha, Independent Director (upto March 31, 2024)
14 Rahul Matthan, Independent Director (wef April 01, 2024)
15 Karl Olof Alexander Olsson, Independent Director (wef April 01, 2024)
16 Bharat Rajwani, Company Secretary
17 M N Varalakshmi, CFO

DETAILS OF TRANSACTIONS:
Sl. Nature of transactions Key management personnel
No. Year ended Year ended
March 31, 2025 March 31, 2024
1 Directors Remuneration:
Nikhil Kumar:
Short-term employee benefits including commission of ` 333.00 lakhs 432.66 301.80
(PY: ` 202.14 lakhs)
Other long term employee benefit 11.96 11.96
Dividend 209.92 191.93
Amount Outstanding at the year end * 4.28 4.17
2 Remuneration to Key Management Personnel:
Bharat Rajwani
Short-term employee benefits 24.97 20.73
Other long term employee benefit 1.58 1.32
Amount Outstanding at the year end 1.82 1.40
M N Varalakshmi
Short-term employee benefits 71.32 63.81
Other long term employee benefit 4.35 3.90
Dividend 3.63 3.37
Amount Outstanding at the year end 2.94 2.83

TD Power Systems Limited 175

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Sl. Nature of transactions Key management personnel

No. Year ended Year ended
March 31, 2025 March 31, 2024
3(a) Directors Sitting fees - (Short Term employee benefits)
Mohib N Khericha 6.40 8.00
Nithin Bagamane - 8.00
Prathibha Sastry 6.70 7.70
Ravi K Mantha - 6.10
Rahul Matthan 5.50 -
Karl Olof Alexander Olsson 5.20 -
S. Prabhamani 4.60 5.30
3(b) Consultancy charges:
S. Prabhamani 10.76 -
As the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a whole,
the amount pertaining to the KMP and relatives of KMP is not ascertainable and, therefore, not included above
* The amounts accrued & due are reported
Sl. Nature of transactions Subsidiary Company Companies in which key
No. management personnel/close
member of key management
personnel is interested
Year ended Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
4 D F Power Systems Private Limited
Reimbursement of expenses - 0.21 - -
Provision for diminution in the value 300.00 -
of investment
5 TD Power Systems USA Inc
Sale of Generators and Spares to 12,322.25 3,196.36 - -
subsidiary including supervision
charges
Inter-Corporate Loan repaid by 279.00 343.28 - -
subsidiary during the year
Interest on Inter-Corporate Loan 9.51 49.37 - -
charged
Amount receivable by Holding 1,065.12 214.77 - -
Company
Trade Advance received by Holding 4,289.71 1,572.04 - -
Company
Inter-Corporate Loan balance as at the - 352.33 - -
end of year
Maximum amount of loan outstanding 352.33 776.25 - -
during the year

176 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Sl. Nature of transactions Subsidiary Company Companies in which key

No. management personnel/close
member of key management
personnel is interested
Year ended Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
6 TD Power Systems Europe GMBH
Sale of Generators and Spares to 23,181.61 10,515.70 - -
subsidiary including services
Purchases and Services availed from 525.96 364.83 - -
Subsidiary
Reimbursement of Bank Guarantee 0.97 1.29 - -
charges
Amount payable by Holding company 10.81 20.00 - -
Amount receivable by Holding 10,334.20 3,040.65 - -
Company
Trade Advance received by Holding 1,922.18 601.05 - -
Company
Bank Guarantee outstanding as at the 2,240.81 1,336.14 - -
end of year
7 TD Power Systems Jenerator Sanayi
Anonim Sirketi
Sale of Spares to subsidiary 213.03 182.58 - -
Purchase from subsidiary - 61.86 - -
Amount receivable by Holding 221.68 125.04 - -
Company
Dividend from subsidiary - 420.94 - -
Reimbursement of Bank Guarantee - 4.28 - -
charges
Bank Guarantee outstanding as at the 47.24 945.29 - -
end of year
8 TD Power Systems Japan Limited
(Refer Note No.52(c))
Investment amount written off - 116.77 - -
Amount of investment realised on - 5.67 - -
closure subsidiary
9 Servicing of Vehicles
Ravindu Motors Pvt Ltd - - - 0.45
Trident Automobiles (Bangalore) - - 0.20 1.15
Private Limited

TD Power Systems Limited 177

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

46 OPERATING LEASE
The Company has taken office facilities, guesthouse and residential premises of employees under short term lease and
are renewable on a periodic basis, and cancellable at its option. Rental expenses recorded for short term leases for the
year is ` 32.43 lakhs (Previous year ` 33.73 lakhs).

47 Provision for warranties towards sale of goods are made on an estimated basis as actual claims cannot be
determinable. During the year, the Company has made provisions towards Warranty claims, the details of the
same are as under:

Particulars As at As at
March 31, 2025 March 31, 2024
Balance outstanding at the beginning of the year 467.89 401.13
Provision for the year 147.28 66.76
Balance outstanding at the end of the year 615.17 467.89

48 (a) Interim Dividend


On 29th October 2024, (PY: November 08, 2023) the Board of Directors of the Company has considered and
declared an interim dividend of ` 0.60 (PY: 0.50) per equity share of the Company.

(b) Final Dividend

On May 12, 2025, (PY: 23rd May 2024) the Board of Directors of the Company have proposed a dividend of
` 0.65 (PY: ` 0.60) (sub-divided into ` 2/- each) per share in respect of the year ended March 31, 2025 subject to
approval of shareholders at the Annual General Meeting.

49 RESEARCH & DEVELOPMENT

Following expenses have been incurred by the company towards Research & Development activities
Sl Particulars 2024-25 2023-24
No
1 Capital Expenditure - -
2 Revenue Expenditure (excluding depreciation)
- Employee benefit expenses 716.01 541.85
- Other expenses 109.97 34.99

50 CORPORATE SOCIAL RESPONSIBILITY

Sl Particulars As at As at
No March 31, 2025 March 31, 2024
i) Amount required to be spent by the company 242.45 144.99
ii) Unspent amount of CSR of previous year brought forward - -
iii) Amount of expenditure incurred (including set off of earlier years excess 242.45 144.99
spent Nil (PY: ` 0.86 lakhs))
iv) Shortfall at the end of the year - -
v) Total of previous years shortfall - -
vi) Reason for shortfall Not Applicable

178 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Sl Particulars As at As at
No March 31, 2025 March 31, 2024
vii) Nature of CSR activities Educational empowerment, School
infrastructure development &
construction, Health care & Sports
Training
viii) Details of related party transactions, e.g. contribution to a trust Not Applicable
controlled by the company in relation to CSR expenditure as per relevant
Accounting Standard
ix) Where a provision is made with respect to a liability incurred by Not Applicable
entering into a contractual obligation, the movements in the provision
during the year shall be shown separately

51 EMPLOYEE STOCK BENEFIT PLANS

During August 2019, the Company had instituted an Employee Stock Option Plan I (GIL ESOP I) as approved by the
Board of Directors and the Shareholders, for the allotment of 10,00,000 shares in aggregate, out of which not more than
5,65,000 shares to be acquired by the Trust through Secondary Acquisition and not more than 4,35,000 shares shall be
issued by way of Primary / Fresh shares The maximum number of options that may be granted to any employee in any
year and in aggregate shall not exceed 2,00,000 options under the plan.
In accordance with the shareholders’ approval in Annual General Meeting held on August 12, 2019, the Board, based on
the recommendations of the Nomination and Remuneration Committee, has approved grant of 5,63,884 employee stock
options (”ESOPs) and 3,99,216 employee stock appreciation rights (”ESARs”) to the eligible employees of the Company
and/or its Subsidiary Company(ies) under its TDPSL Equity Based Compensation Plan 2019 (”Plan”).
Out of which 97,962 ESOPs and 56,160 ESOPs have been granted to former Company Secretary and Chief Financial
Officer of the company respectively.
The fair value of each equity settled award is estimated on the date of grant using the Black-Scholes-Merton model with
the following assumptions:
Particulars ESAR - Reissued ESOP ESAR
No. of Options No. of Options No. of Options
Market Price (`) 254.70 134.45 134.45
Expected Life (in Years) 3-5 3-5 3-5
Volatility (%) 49.91 - 51.22 38.84 - 40 38.84 - 40
Risk free Rate (%) 6.99 - 7.03 5.93 - 6.26 5.93 - 6.26
Exercise Price (`) 2 67.25 2
Dividend Yield (%) 0.39 1.49 1.49
Weighted Average Fair Value of the Vest (`) 159.35 78.92 78.92
During the year ended March 31, 2025 (PY: March 31, 2024), 13,511 (PY: 1,27,466) Equity Shares of face value of ` 2 each
(previously ` 10 each) were issued & allotted to the TDPSL Employee Welfare Trust (Trust) in respect of the exercise of
14,075 (PY: 1,37,518) ESARs by grantees. Consequently, the paid up capital of the Company as at March 31, 2025 stands
at ` 3,123.67 lakhs (PY: ` 3,123.40 lakhs) comprising 15,61,83,612 (PY: 15,61,70,101) Equity Shares of ` 2/-each. As per the
TDPSL Equity Based Compensation Plan 2019, the said shares were transferred by the Trust to the ESAR Grantees in
settlement of the ESAR’S Exercised.
During the year ended March 31, 2025 (PY: March 31, 2024), Nil (PY: Nil ) ESOPs of face value of ` 2 each (previously
` 10 each) were vested and Nil (PY: 30,813) options were exercised at an exercise price of ` 67.25 against which Nil (PY:
30,813) Equity shares of the Company were transferred to the ESOP grantees by TDPSL Employee Welfare Trust. ` Nil
(PY: ` 20.72 lakhs) was received from the ESOP grantees upon the Exercise of ESOPs.

TD Power Systems Limited 179

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

The details of ESOP/ESAR as at March 31, 2025 is as under:

Particulars As at March 31, 2025 As at March 31, 2024
ESOP ESAR ESOP ESAR
Outstanding at the beginning of the year - 5,572 30,813 33,075
(face value ` 10)
Outstanding at the beginning of the year 98,910 - -
(face value ` 2)
Vested & excercised during the year - 2,815 30,813 27,504
(face value ` 10)
ESAR's cancelled, reissued (face value ` 2) - - - 98,910
Balance at the end of the year - Not vested - 65,940 - 98,910
(face value ` 2)
Balance at the end of the year - Vested & Not - 32,970 - 98,910
Excercised (face value ` 2)
Balance at the end of the year - Vested & Not - 2,757 - 5,572
Excercised (face value ` 10)

52 (a) The net worth of the indian subsidiary continues to be positive owing to substantial reduction of accumulated
losses. The Indian Subsidiary Company is awaiting improvement in market conditions which is gradually
recovering due to the receding pandemic to evaluate opportunities from time to time with required
support from the parent Company. Based on an assessment of risk of claims & counter claims which the
Indian Subsidiary Company will have against Creditors for supply of project related equipment, as well as
project cancellation, appropriate write backs have been accounted in respect of these creditors in earlier
year, resulting in the Indian Subsidiary Company’s Net worth turning positive. Accordingly, the financial
statements of the Indian Subsidiary Company continue to be prepared on a going concern basis which is
considered appropriate by the management of the Indian Subsidiary Company. However, on a conservative
basis, the Parent Company has provided ` 300 lakhs towards possible impairment of this investment and
reported under exceptional items in the statement of profit and loss for the year ended March 31, 2025.
(b) During the previous year, the required procedure for voluntary liquidation of TD Power System Japan Ltd
, wholly owned subsidiary, was complied in accordance with the applicable law/regulation in Japan and
ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate from the
Tokyo Legal affairs Bureau. JPY 9.93 lakhs (equivalent to ` 5.67 lakhs) being the value residual assets has been
remitted to the Company towards repayment of Share Capital (held as Investment with Nil carrying value in
the Company). This repayment has been reported as “Exceptional items” in the statement of profit and loss for
the year ended March 31, 2024.

53 ADDITIONAL DISCLOSURES:
a) The Company does not have transactions or balances with struck off companies.
b) The Company does not have any charges/satisfaction which is yet to be registered with ROC beyond the statutory
period.
c) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
d) The Company is not declared as a willful defaulter by any bank or financial institution or other lender or Government
or Government authorities. Accordingly, no disclosures are made in this regard.
e) The Company does not have any such transaction which is not recorded in the books of account that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961.

180 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

f) Based on the assessment of financial ratios, aging and expected dates of realisation of financial assets and payment
of financial liabilities, and other information accompanying the financial statements, the management is of the
opinion that no material uncertainty exists as on the date of the balance sheet that the Company is capable of
meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year
from the balance sheet date.
g) The Company is in compliance with the requirement of Section 2(87) of the Companies Act, 2013 read with the
Companies (Restriction on number of Layers) Rules, 2017

54 The Company has borrowings from banks on the basis of security of current assets. The quarterly statement of
current assets filed by the Company with banks during the year are in agreement with the books of accounts
excluding conversion & carrying cost of inventory and Japan branch related assets. Below is the details of the
same.

Qtr Nature of As per Bank As per books Difference Reasons

current asset submission of accounts*
A B (A)-(B)
Q1 Inventory 22,633.12 24,327.26 (1,694.14) Due to conversion/carrying cost of inventory,
Inventory in Japan branch & material at port.
Trade 33,560.51 34,163.06 (602.56) Due to Japan branch related trade receivables
receivables adjustment as per sanctioned terms.
Q2 Inventory 27,795.87 30,258.05 (2,462.18) Due to conversion/carrying cost of inventory,
Inventory in Japan branch & material at port.
Trade 39,247.93 39,266.65 (18.72) Due to Japan branch related trade receivables
receivables adjustment as per sanctioned terms.
Q3 Inventory 29,113.47 31,559.35 (2,445.88) Due to conversion/carrying cost of inventory,
Inventory in Japan branch & material at port.
Trade 41,529.79 41,071.83 457.96 Due to Japan branch related trade receivables
receivables adjustment as per sanctioned terms.
Q4 Inventory 29,214.92 33,145.52 (3,930.60) Due to conversion/carrying cost of inventory,
Inventory in Japan branch & material at port.
Trade 48,616.20 48,796.31 (180.11) Due to Japan branch related trade receivables
receivables adjustment as per sanctioned terms.
* Amount reported above relating to Q1, Q2 and Q3 and based on unaudited books of accounts.

TD Power Systems Limited 181

 55 RATIOS

182
Amounts in Indian Rupees in lakhs, except as otherwise stated
Sl Ratios Numerator Denominator As atMarch 31, 2025 As atMarch 31, 2024 % Variance Reason for Variance
No Numerator Denominator Value Numerator Denominator Value
1 Current Current Current 105,233.17 46,436.80 2.27 77,958.81 30,368.68 2.57 (11.72%) Refer Note (f) below
Ratio Assets Liaiblities
2 Debt-equity Total Debt Shareholder's Not Applicable. As closing balance of borrowing is NIL, this ratio is reported as not applicable.
Ratio - (Refer Equity
Note c)
3 Debt service Earnings Debt Service 17,561.91 21.32 823.73 14,480.23 11.13 1,301.01 (36.69%) Due to increased utilisation of
coverage available for - (Refer Note borrowings, as cash accruals
ratio debt service e) from internal sources are being
- (Refer used for capex.
Note d)
4 Return on Profit After Average 15,371.00 76,850.10 0.20 12,417.82 64,750.45 0.19 4.29% Refer Note (f) below
equity ratio Tax Shareholder's
Equity
5 Inventory Revenue Average 126,539.62 28,459.04 4.45 98,387.90 21,448.80 4.59 (3.07%) Refer Note (f) below
turnover from Inventory
ratio Operations
6 Trade Revenue Average 126,539.62 39,731.07 3.18 98,387.90 28,255.32 3.48 (8.54%) Refer Note (f) below
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

receivables from Trade

turnover Operations Receivable
ratio
7 Trade Purchases Average 94,502.30 18,429.27 5.13 70,657.97 13,164.21 5.37 (4.46%) Refer Note (f) below
payables Trade
turnover Payables
ratio
8 Net capital Revenue Working 126,539.62 58,796.37 2.15 98,387.90 47,590.13 2.07 4.10% Refer Note (f) below
turnover from Capital
NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

ratio Operations
9 Net profit Profit After Revenue 15,371.00 126,539.62 0.12 12,417.82 98,387.90 0.13 (3.76%) Refer Note (f) below
ratio Tax from
Operations
10 Return Refer - Refer - 17,561.91 85,140.03 0.21 14,480.23 70,147.82 0.21 (0.07%) Refer Note (f) below
on capital (Note-a) (Note-b)
employed
11 Return on Interest Investment Not Applicable. As closing balance of investment (Other than investment in subsidiaries is NIL), this ratio is reported as not applicable.
investment Income
Note on Ratios:
a Includes Profit After Tax + Depreciation and Amortisation + Finance Cost
b Shareholder’s Equity + Deferred Tax liabilities + Total debt (Refer Note No.20)
c Total debt includes working capital borrowing as company does not have long term debts
d Earnings available for debt service = Profit after tax + Depreciation and Amortisation + Finance Cost
e Debt Service = Finance Cost excluding foreign exchange difference recorded as an adjustment to borrowing cost

Annual Report 2024-25

f % of variance is less than 25%, hence no reasons are mentioned.
 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF STANDALONE FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

56 The Company has implemented voluntary retirement scheme (VRS) namely TD Power Systems Ltd Employees
Voluntary Retirement Scheme 2023-24 for providing financial support and was open for permanent workmen
with minimum 10 years of service & 40 years of age. 8 permanent workmen opted for this scheme and the financial
implication of ` 321.82 lakhs has been accounted in the financial year 2023-24.

57 RECENT PRONOUNCEMENTS:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On May 07, 2025, MCA amended the Companies (Indian
Accounting Standards) Amendment Rules, 2025, as below:
Ind AS 21 – The Effects of Changes in Foreign Exchange Rates:
This amendment has made it mandatory for the Companies to estimate the spot exchange rate when exchangeability
between two currencies is missing. Further, the Standard has provided criteria to determine when a currency is
exchangeable into another currency. The effective date for adoption of this amendment is annual periods beginning on
or after April 1, 2025. The amendments are not expected to have a material impact on the Company.

58 PRIOR PERIOD COMPARATIVES

The previous year’s figures have been regrouped where necessary to confirm with current year’s classification. The
impact of such regrouping is not material to the standalone financial statements.

As per our report of even date attached

For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

TD Power Systems Limited 183

INDEPENDENT AUDITORS’ REPORT

To EMPHASIS OF MATTER
THE MEMBERS OF TD POWER SYSTEMS LIMITED We draw attention to Note 52(a) in the consolidated
financial statements, which describes the basis on
Report on the Audit of the Consolidated Financial
which the going concern assumption in the preparation
Statements
of financial statements of the subsidiary is considered
appropriate. The Independent auditor of the subsidiary
OPINION
mentioned in note no. 52(a) to the consolidated financial
We have audited the accompanying consolidated statements, has expressed material uncertainty that
financial statements of TD Power Systems Limited may cast significant doubt about the subsidiary’s ability
(hereinafter referred as “the Holding Company” or “the
to continue as a going concern, however according to
Company”) and its four subsidiaries (Holding Company
the information and explanations given to us by the
and its subsidiaries together referred to as “the Group”),
Management and based on audit procedures performed
which comprise the consolidated Balance Sheet as at
by us, the financial information of the subsidiary
March 31, 2025, and the consolidated Statement of Profit
mentioned above is not material to the group.
and Loss (including Other Comprehensive Income),
the consolidated Statement of Changes in Equity, and Our opinion is not modified in respect of the above matter.
the consolidated Statement of cash flows for the year
then ended, and notes to the consolidated financial KEY AUDIT MATTERS:
statements, including Material accounting policies and Key audit matters are those matters that, in our
other explanatory information (hereinafter referred to professional judgment, were of most significance in
as “the consolidated financial statements”). our audit of the consolidated financial statements of
In our opinion and to the best of our information and the current period. These matters were addressed in
according to the explanations given to us, the aforesaid the context of our audit of the consolidated financial
consolidated financial statements give the information statements as a whole, and in forming our opinion
required by the Companies Act, 2013 (“the Act”) in the thereon, and we do not provide a separate opinion
manner so required and give a true and fair view in on these matters. We have determined the matters
conformity with the Indian Accounting Standards described below to be the key audit matters to be
prescribed under section 133 of the Act read with the communicated in our report.
Companies (Indian Accounting Standards) Rules, 2015,
as amended, (“Ind-AS”) and other accounting principles REVENUE RECOGNITION FOR CONTRACTS WITH
generally accepted in India, of the consolidated state of
CUSTOMERS:
affairs of the Group as at March 31,2025, of its consolidated
profit, its consolidated total comprehensive income, its Reasons why the matter was determined to be a key
consolidated changes in equity and its consolidated cash audit matter: The Group generates a significant portion
flows for the year then ended. of the business by manufacturing AC Generators
and Electric Motors for various applications which
BASIS FOR OPINION: are specifically designed and tailor-made to suit the
We conducted our audit of the consolidated financial needs of the customers based on their requirements
statements, in accordance with the Standards on Auditing and specifications. The Group recognizes revenue in
(SAs) specified under section 143(10) of the Companies accordance with IND AS 115 Revenue from contracts
Act, 2013. Our responsibilities under those Standards with customers, generally when or as the entity satisfies
are further described in the “Auditor’s Responsibilities a performance obligation by transferring a promised
for the Audit of the Consolidated Financial Statements” goods or services to a customer; i. e. when the customer
section of our report. We are independent of the Group is able to direct the use of the transferred goods or
in accordance with the code of ethics issued by Institute services and obtains substantially all of the remaining
of Chartered Accountants of India (“ICAI”) together benefits, provided a contract with enforceable rights
with the ethical requirements that are relevant to our and obligations exists and amongst others collectability
audit of the consolidated financial statements in terms of consideration is probable taking into account the
of the code of ethics issued by ICAI and the relevant creditworthiness of the customer’s. (Refer to note
provisions of the Companies Act, 2013 and the Rules 1.6 and 27 to the Consolidated financial statements).
made thereunder, and we have fulfilled our other ethical These assessments include, in particular, the scope of
responsibilities in accordance with these requirements deliveries and services required to fulfil contractually
and the ICAI‘s Code of Ethics. We believe that the audit defined obligations.
evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the consolidated Auditor’s response: As part of our audit, in view of
financial statements. the significance of the matter, the following key audit
procedures were performed by us:

184 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

INDEPENDENT AUDITORS’ REPORT (CONTD.)

• Assessed the compliance of the Group’s revenue RESPONSIBILITIES OF MANAGEMENT AND

recognition accounting policies with applicable THOSE CHARGED WITH GOVERNANCE FOR THE
accounting standards. CONSOLIDATED FINANCIAL STATEMENTS
• 
We obtained an understanding of the Group’s The Holding Company’s Board of Directors is responsible
internally established methods, processes and for preparation and presentation of these consolidated
control mechanisms from order to delivery. financial statements in terms of the requirements of the
We have also assessed the design and operating Companies Act, 2013 that give a true and fair view of the
effectiveness of the internal controls by obtaining consolidated financial position, consolidated financial
an understanding of such business transactions, performance including other comprehensive income,
and testing controls over these processes. consolidated changes in equity and consolidated cash
• As part of our substantive audit procedures, we flows of the Group in accordance with the accounting
evaluated the management’s assumptions based on principles generally accepted in India, including the
a risk-based selection of a sample of contracts. We Indian Accounting Standards (Ind-AS) specified under
have carried out verification of documents relating Section 133 of the Act, read with relevant rules issued
to these sales that include the documents for final thereafter. The respective management and Board of
testing, dispatch of goods or acknowledgement Directors of the companies included in the Group are
of acceptance of the goods. We performed cut-off responsible for maintenance of adequate accounting
procedures to ensure that all year-end sales are records in accordance with the provisions of the Act
in line with the revenue recognition policy of the for safeguarding of the assets of the Group and for
Group. The performance of obligations is considered preventing and detecting frauds and other irregularities;
to be complete, generally when the testing of goods the selection and application of appropriate accounting
is completed/customer has accepted the goods. policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
INFORMATION OTHER THAN THE CONSOLIDATED maintenance of adequate internal financial controls that
FINANCIAL STATEMENTS AND AUDITOR’S REPORT were operating effectively for ensuring the accuracy and
THEREON completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
The Holding Company’s management and Board of
that give a true and fair view and are free from material
Directors are responsible for the other information. The
misstatement, whether due to fraud or error, which
other information comprises the Management Discussion
have been used for the purpose of preparation of the
and Analysis, Board of Directors’ report, Corporate
consolidated financial statements by the Directors of the
Governance Report and other information published
Holding Company, as aforesaid.
along with but does not include the consolidated
financial sta¬¬tements and our auditor’s report thereon. In preparing the consolidated financial statements, the
The Management Discussion and Analysis, Board of respective Board of Directors of the companies included
Directors’ report, Corporate Governance Report etc., is in the group are responsible for assessing the ability of
expected to be made available to us after the date of this the Group to continue as a going concern, disclosing, as
auditor’s report. applicable, matters related to going concern and using
the going concern basis of accounting unless the Board
Our opinion on the consolidated financial statements
of Directors either intends to liquidate the Group or to
does not cover the other information and we do not
cease operations, or has no realistic alternative but to do
express any form of assurance conclusion thereon.
so.
In connection with our audit of the consolidated financial
The respective Board of Directors of the companies
statements, our responsibility is to read the other
included in the Group are responsible for overseeing the
information identified above when it becomes available
financial reporting process of the Group.
and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF
statements or our knowledge obtained in the audit, or
THE CONSOLIDATED FINANCIAL STATEMENTS
otherwise appears to be materially misstated.
Our objectives are to obtain reasonable assurance about
When we read the other information identified above,
whether the consolidated financial statements as a
based on the work we have performed, If we conclude
whole are free from material misstatement, whether
that there is a material misstatement therein, we are
due to fraud or error, and to issue an auditor’s report that
required to communicate the matter to those charged
includes our opinion. Reasonable assurance is a high
with governance.

TD Power Systems Limited 185

INDEPENDENT AUDITORS’ REPORT (CONTD.)

level of assurance but is not a guarantee that an audit • 

Obtain sufficient appropriate audit evidence
conducted in accordance with SAs will always detect regarding the financial information of the entities
a material misstatement when it exists. Misstatements or business activities within the Group to express
can arise from fraud or error and are considered material an opinion on the consolidated financial statements.
if, individually or in the aggregate, they could reasonably We are responsible for the direction, supervision
be expected to influence the economic decisions of and performance of the audit of the financial
users taken on the basis of these consolidated financial statements of Holding Company. For the entities
statements. included in the consolidated financial statements,
As part of an audit in accordance with SAs, we exercise which have been audited by other auditors/
professional judgment and maintain professional Independent firm of Chartered Accountants, such
scepticism throughout the audit. We also: other auditors/ Independent firm of Chartered
• 
Identify and assess the risks of material Accountants remain responsible for the direction,
misstatement of the consolidated financial supervision and performance of the audits carried
statements, whether due to fraud or error, design out by them. We remain solely responsible for our
and perform audit procedures responsive to those audit opinion.
risks, and obtain audit evidence that is sufficient
We communicate with those charged with governance
and appropriate to provide a basis for our opinion.
of the Holding Company, among other matters, the
The risk of not detecting a material misstatement
planned scope and timing of the audit and significant
resulting from fraud is higher than for one resulting
audit findings, including any significant deficiencies in
from error, as fraud may involve collusion, forgery,
internal control that we identify during our audit.
intentional omissions, misrepresentations, or the
override of internal control. We also provide those charged with governance with
• Obtain an understanding of internal control relevant a statement that we have complied with relevant
to the audit in order to design audit procedures that ethical requirements regarding independence, and to
are appropriate in the circumstances. Under section communicate with them all relationships and other
143(3)(i) of the Companies Act, 2013, we are also matters that may reasonably be thought to bear on our
responsible for expressing our opinion on whether independence, and where applicable, related safeguards.
the Company has adequate internal financial From the matters communicated with those charged
controls with reference to consolidated financial with governance, we determine those matters that were
statements in place and the operating effectiveness of most significance in the audit of the consolidated
of such controls. financial statements of the current period and are
• Evaluate the appropriateness of accounting policies therefore the key audit matters. We describe these
used and the reasonableness of accounting estimates matters in our auditor’s report unless law or regulation
and related disclosures made by the management. precludes public disclosure about the matter or when,
• Conclude on the appropriateness of management’s in extremely rare circumstances, we determine that
use of the going concern basis of accounting and a matter should not be communicated in our report
based on the audit evidence obtained, whether a because the adverse consequences of doing so would
material uncertainty exists related to events or reasonably be expected to outweigh the public interest
conditions that may cast significant doubt on the benefits of such communication.
ability of the Group to continue as a going concern.
If we conclude that a material uncertainty exists, OTHER MATTERS
we are required to draw attention in our auditor’s
i. We did not audit the financial statements of Japan
report to the related disclosures in the consolidated
Branch whose financial statements reflect total
financial statements or, if such disclosures are
assets of Rs.2,598.55 Lakhs as at March 31, 2025,
inadequate, to modify our opinion. Our conclusions
total revenues of Rs.2,131.70 lakhs and total net
are based on the audit evidence obtained up to the
profit/(loss) after tax of Rs.(275.14) Lakhs and net
date of our auditor’s report. However, future events
or conditions may cause the Group to cease to cash inflow/(out flows) amounting Rs.153.46 lakhs
continue as a going concern. for the year ended on that date, as considered in the
consolidated financial statements. These financial
• Evaluate the overall presentation, structure and
statements of the Branch have been audited by the
content of the consolidated financial statements,
branch auditors whose report has been furnished
including the disclosures, and whether the
consolidated financial statements represent the to us, and our opinion in so far as it relates to the
underlying transactions and events in a manner amounts and disclosures included in respect of the
that achieves fair presentation. Branch, is based solely on the report of such Branch
Auditors.

186 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

INDEPENDENT AUDITORS’ REPORT (CONTD.)

ii. We did not audit the financial statements of one after tax of Rs.1,793.60 Lakhs and net cash inflow/
Indian Subsidiary, whose financial statements (out flows) of Rs.3,006.05 Lakhs for the year ended
reflect total assets of Rs. 832.24 lakhs as at March March 31, 2025 considered in the consolidated
31, 2025, total revenue of Rs.6.50 Lakhs and net financial statements. The special purpose financial
profit/(loss) after tax of Rs. (6.23) Lakhs and net cash statements of these three foreign subsidiaries
inflow/(out flows) amounting Rs.(1.33) Lakhs for prepared for the purpose of consolidation have
the year ended March 31, 2025 as considered in the been audited by an independent firm of Chartered
consolidated financial statements. These financial Accountants in India whose audit report has been
statements have been audited by the auditor of that furnished to us by the management, and our opinion
company whose audit report has been furnished on the consolidated financial statements, in so far as
to us by the management and our opinion on the it relates to the amounts and disclosures included
consolidated financial statements, in so far as it in respect of these subsidiaries and our report in
relates to the amounts and disclosures included in terms of subsection 3 of section 143 of the Act, in
respect of this subsidiary and our report in terms of so far as it relates to the aforesaid subsidiaries, is
subsection 3 of section 143 of the Act, in so far as it based solely on the reports of that independent firm
relates to the aforesaid subsidiary is based solely on of Chartered Accountants in India.
the report of the other auditor. Our opinion on the consolidated financial statements,
iii. 
We did not audit the special purpose financial and our Report on Other Legal and Regulatory
statements of three foreign subsidiaries, whose Requirements below, is not modified in respect of the
financial statements reflect total assets of above matters with respect to our reliance on the work
Rs.23,717.64 lakhs as at March 31, 2025, total done and the reports of the other auditors/Independent
revenue of Rs.37,698.41 Lakhs, net profit/(loss) firm of Chartered Accountants.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020
(the “Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the
Auditor’s report, according to the information and explanations given to us, and based on the CARO report issued
by us for the Holding Company and CARO report issued by the auditor of the subsidiary company incorporated in
India, to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks
in CARO reports except for:
Sl. Name (CIN) Holding /Subsidiary Clause number of the CARO report
No Company which is qualified or adverse
1 TD Power Systems L31103KA1999PLC025071 Holding company Clause (vii) (b)
2 DF Power Systems U51505KA2007PTC041717 Subsidiary company Clause (vii) (b)
Clause (xvii)
Clause (xix)

2. As required by Section 143 (3) of the Act, we report that: including Other Comprehensive Income,
a. 
We have sought and obtained all the consolidated Statement of Changes in Equity
information and explanations which to the best and the consolidated Statement of Cash Flows
of our knowledge and belief were necessary dealt with by this report are in agreement with
for the purposes of our audit of the aforesaid the relevant books of account/ statements
consolidated financial statements. maintained for the purpose of preparation of
the consolidated financial statements.
b. 
In our opinion, proper books of account as
required by law relating to the preparation of d. 
In our opinion, the aforesaid consolidated
the aforesaid consolidated financial statements financial statements comply with the Indian
have been kept so far as it appears from our Accounting Standards (Ind AS) specified under
examination of those books and the reports Section 133 of the Act, as amended from time to
of the other auditors/ Independent firm of times.
Chartered Accountants except for the matters e. 
On the basis of the written representations
stated in paragraph 2(h)(vi) below on reporting received from the directors of the holding
under Rule 11(g) of the Companies (Audit and company as on 31st March, 2025 taken on
Auditors) Rules,2014. record by the Board of Directors of the holding
c. 
The consolidated Balance Sheet, the company and report of the statutory auditors of
consolidated Statement of Profit and Loss its subsidiary company incorporated in India,

TD Power Systems Limited 187

INDEPENDENT AUDITORS’ REPORT (CONTD.)

none of the directors of the group companies as disclosed in Note No.46(d) to the
incorporated in India are disqualified as on 31st consolidated financial statements, no
March, 2025 from being appointed as a director funds have been advanced or loaned or
in terms of Section 164 (2) of the Act. invested (either from borrowed funds
f. The modifications relating to the maintenance or share premium or any other sources
of accounts and other matters connected or kind of funds) by the Company
therewith are as stated in the paragraph 2(b) or any such subsidiaries to or in any
above on reporting under Section 143(3)(b) of the other person or entity, including
Act and paragraph 2(h)(vi) below on reporting foreign entity (“Intermediaries”),
under Rule 11(g) of the Companies (Audit and with the understanding, whether
Auditors) Rules, 2014. recorded in writing or otherwise,
that the Intermediary shall, whether,
g. With respect to the adequacy of the internal
directly or indirectly lend or invest
financial controls with reference to consolidated
in other persons or entities identified
financial statements and the operating
in any manner whatsoever by or on
effectiveness of such controls, refer to our
behalf of the Company or any of such
separate report in ‘Annexure A’ which is based
subsidiaries (“Ultimate Beneficiaries”)
on the auditors report of the Company and its
or provide any guarantee, security
subsidiary company incorporated in India.
or the like on behalf of the Ultimate
h. With respect to the other matters to be included Beneficiaries;
in the Auditor’s report in accordance with Rule
b) 
The respective Management of the
11 of the Companies (Audit and Auditors) Rules,
Holding company and its subsidiary
2014, in our opinion and to the best of our
which are companies incorporated
information and according to the explanations
in India, whose financial statements
given to us:
have been audited under the Act
i. the group has disclosed pending litigations have represented to us and the other
in its consolidated financial statements, auditors of such subsidiaries, to the
the impact if any on the final settlement best of their knowledge and belief,
of these litigations on its financial position as disclosed in Note No. 46(e) to the
is not ascertainable at this stage – Refer consolidated financial statements,
Note No 46(a) to the consolidated financial no funds have been received by the
statements; Company or any of such subsidiaries,
ii. 
the group did not have any long-term from any person or entity, including
contracts including derivative contracts foreign entity (“Funding Parties”), with
for which there were any material the understanding, whether recorded
foreseeable losses. Refer Note No. 46(b) to in writing or otherwise, that the
the consolidated financial statements; Company or any of such subsidiaries,
iii. 
there has been no delay in transferring shall, directly or indirectly, lend or
amounts required to be transferred to invest in other persons or entities
the Investor Education and Protection identified in any manner whatsoever
Fund by the Holding Company during the by or on behalf of the Funding Party
year. Based on the auditors’ reports of its (“Ultimate Beneficiaries”) or provide
subsidiary company incorporated in India, any guarantee, security or the like on
there was no amount which was required behalf of the Ultimate Beneficiaries;
to be transferred during the year to the and
Investor Education and Protection Fund c) Based on the audit procedures that
by the subsidiary company incorporated have been considered reasonable and
in India – Refer Note no. 46(c) to the appropriate in the circumstances
consolidated financial statements; performed by us and performed by
iv. a) 
The respective Management of the the auditors of the subsidiary which is
Holding company and its subsidiaries incorporated in India whose financials
which are companies incorporated statements have been audited under
in India, whose financial statements the Act, nothing has come to our or
have been audited under the Act other auditors notice that has caused
have represented to us and the other us or other auditors to believe that
auditors of such subsidiaries, to the the representations under sub clause
best of their knowledge and belief, (i) and (ii) of Rule 11(e), as provided

188 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

INDEPENDENT AUDITORS’ REPORT (CONTD.)

under (a) and (b) above, contain any by the Company as per the statutory
material misstatement; requirements for record retention.
v. a) The final dividend paid by the Holding The feature of recording audit trail
Company during the year in respect (edit log) facility was enabled at the
of the same declared for the previous application layer of the accounting
year is in accordance with section software for maintaining the Vendor
123 of the Companies Act, 2013 to Master & Customer master with
the extent it applies to payment of effect from August 12, 2024 & General
dividend. Ledger Creation with effect from
January 3, 2025. Audit trail for Bank
b) 
The interim dividend declared and
Master creation was not enabled
paid by the Holding Company during
during the year.
the year and until the date of this
audit report is in accordance with (B) Auditors’ Report issued by the other
the section 123 of the Companies Act, auditor on the financials statements of
2013. the subsidiary company incorporated
in India has reported as follows
c) 
As stated in Note 49(b) to the
consolidated financial statements, “Based on our examination, which
the Board of Directors of the Holding included test checks, the Company
company have proposed final has used accounting software for
dividend for the financial year 2024- maintaining its books of accounts
25 which is subject to the approval of which doesn’t have a feature of
the members at the ensuing Annual recording audit trail (edit log)
General Meeting. The amount of facility during the year. However,
considering the size of the Company
dividend proposed is in accordance
this may not have a material impact
with section 123 of the Act, to the
on the operations of the Company.
extent it applies to proposed dividend.
Since audit trail is not maintained
As stated in the auditors’ report by in the accounting software, we are
the other auditor on the financials unable to comment on the retention
statements of the subsidiary company of the same.”
incorporated in India, no dividends
3. With respect to the other matters to be included
were proposed, declared or paid by
in the Auditor’s Report in accordance with the
the said subsidiary during the year;
requirements of section 197(16) of the Act, as
vi. (A) Based on our examination and audit amended.
procedures carried by us which In our opinion and to the best of our information and
included test checks, the Holding according to the explanations given to us, as per the
Company has used accounting verification of the records of the Holding Company,
software for maintaining its books the remuneration paid by the Holding Company
of account for the financial year to its directors during the year is within the limit
ended March 31, 2025 which has laid down under the provisions of section 197 of the
the feature of recording audit trail Act. The remuneration paid to any director by the
(edit log) facility and the same has Holding Company is not in excess of the limit laid
operated throughout the year for all down under Section 197 of the Act. The Ministry
relevant transactions recorded in the of Corporate Affairs has not prescribed any other
software, except for the instances details under Section 197(16) of the Act which are
mentioned below. Further, during the required to be commented upon by us.
course of our audit, we did not come
Based on the report of the statutory auditors of
across any instance of the audit trail subsidiary company incorporated in India, the said
feature being tampered with and subsidiary has not paid any remuneration to its
the audit trail has been preserved directors during the year.

For VARMA & VARMA

Chartered Accountants
FRN 004532S

ABRAHAM BABY CHERIAN

Partner
Place: Bangalore M No. 218851
Date : May 12, 2025 UDIN - 25218851BMIGKY4040

TD Power Systems Limited 189

ANNEXURE A
TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS
OF TD POWER SYSTEMS LIMITED
ANNEXURE REFERRED TO IN PARA 2 (g) “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF
THE INDEPENDENT AUDITOR’S REPORT
Report on the internal financial controls with reference to consolidated financial statements under clause (i) of sub-
section 3 of section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated the audit to obtain reasonable assurance about whether
financial statements of the TD Power Systems Limited adequate internal financial controls over financial
(“Holding Company”) of and for the year ended reporting was established and maintained and if such
March 31, 2025. We have audited the internal financial controls operated effectively in all material respects.
controls with reference to consolidated financial Our audit involves performing procedures to obtain
statements of the Holding company and its subsidiary audit evidence about the adequacy of the internal
company incorporated in India as of that date. financial controls with reference to consolidated
financial statements and their operating effectiveness.
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL Our audit of internal financial controls with reference
FINANCIAL CONTROLS to consolidated financial statements included obtaining
The Board of Directors of the Holding Company an understanding of internal financial controls with
and Board of Directors of the subsidiary company reference to consolidated financial statements, assessing
incorporated in India are responsible for establishing the risk that a material weakness exists, and testing
and maintaining internal financial controls based and evaluating the design and operating effectiveness
on the internal financial controls with reference to of internal control based on the assessed risk. The
consolidated financial statements criteria established procedures selected depend on the auditor’s judgment,
by the Company considering the essential components including the assessment of the risks of material
of internal control stated in the Guidance Note on Audit misstatement of financial statements, whether due to
of Internal Financial Controls over Financial Reporting fraud or error.
issued by the Institute of Chartered Accountants of We believe that the audit evidence we have obtained and
India (“ICAI”). These responsibilities include the design, audit evidence obtained by the auditor of the subsidiary
implementation and maintenance of adequate internal company incorporated in India in terms of their report
financial controls that were operating effectively referred to in the “Other Matters” paragraph below, is
for ensuring the orderly and efficient conduct of its sufficient and appropriate to provide a basis for our audit
business, including adherence to company’s policies, the opinion on the internal financial controls with reference
safeguarding of its assets, the prevention and detection to consolidated financial statements of the Holding
of frauds and errors, the accuracy and completeness of Company and its subsidiary company incorporated in
the accounting records, and the timely preparation of India.
reliable financial information, as required under the
Companies Act, 2013. MEANING OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO CONSOLIDATED FINANCIAL
AUDITORS’ RESPONSIBILITY STATEMENTS.
Our responsibility is to express an opinion on the A company’s internal financial control with reference to
internal financial controls with reference to consolidated consolidated financial statements is a process designed
financial statements of the Company and its subsidiary to provide reasonable assurance regarding the reliability
companies, which are companies incorporated in India, of financial reporting and the preparation of financial
based on our audit. We conducted our audit in accordance statements for external purposes in accordance with
with the Guidance Note on Audit of Internal Financial generally accepted accounting principles. A company’s
Controls over Financial Reporting (the “Guidance Note”) internal financial control with reference to consolidated
issued by the Institute of Chartered Accountants of financial statements includes those policies and
India and the Standards on Auditing prescribed under procedures that;
section 143(10) of the Companies Act, 2013, to the extent
1) 
pertain to the maintenance of records that, in
applicable to an audit of internal financial controls
reasonable detail, accurately and fairly reflect the
with reference to consolidated financial statements.
transactions and dispositions of the assets of the
Those Standards and the Guidance Note require that we
company;
comply with ethical requirements and plan and perform

190 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)

2) provide reasonable assurance that transactions Company and its subsidiary company incorporated in
are recorded as necessary to permit preparation of India, have, in all material respects, an adequate internal
financial statements in accordance with generally financial controls with reference to consolidated financial
accepted accounting principles, and that receipts statements and such internal financial controls with
and expenditures of the company are being reference to consolidated financial statements were
operating effectively as at March 31, 2025, based on the
made only in accordance with authorisations of
criteria established for internal control with reference
management and directors of the company; and
to consolidated financial statements by the Holding
3) provide reasonable assurance regarding prevention Company and its subsidiary company incorporated in
or timely detection of unauthorised acquisition, use, India considering the essential components of internal
or disposition of the company’s assets that could controls stated in the Guidance Note on Audit of Internal
have a material effect on the financial statements. Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India, except
INHERENT LIMITATIONS OF INTERNAL for the matters stated in paragraph 2(h)(vi)(B) under
FINANCIAL CONTROLS WITH REFERENCE TO “Report on Other Legal and Regulatory Requirements” in
CONSOLIDATED FINANCIAL STATEMENTS. our auditors report with respect to subsidiary company
incorporated in India in so far it is derived from the
Because of the inherent limitations of internal financial
auditors’ report of the said subsidiary.
controls with reference to consolidated financial
statements, including the possibility of collusion or OTHER MATTERS
improper management override of controls, material
Our aforesaid report under section 143(3)(i) of the
misstatements due to error or fraud may occur and not
Act on the adequacy and operating effectiveness
be detected. Also, projections of any evaluation of the of the internal financial controls with reference to
internal financial controls with reference to consolidated consolidated financial statements in so far as it relates to
financial statements to future periods are subject to the the subsidiary company incorporated in India is based
risk that the internal financial controls with reference solely on the corresponding report of the auditor of the
to consolidated financial statements may become said subsidiary incorporated in India.
inadequate because of changes in conditions, or that the For VARMA & VARMA
degree of compliance with the policies or procedures Chartered Accountants
may deteriorate. FRN 004532S

OPINION ABRAHAM BABY CHERIAN

In our opinion and based on the report of the auditors of Partner
its subsidiary company incorporated in India, the Holding Place: Bangalore M No. 218851
Date : May 12, 2025 UDIN - 25218851BMIGKY4040

TD Power Systems Limited 191

CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2025

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Note As at March 31, 2025 As at March 31, 2024

No.
I. ASSETS
Non - current assets
Property, Plant and Equipment 2 18,066.82 15,922.56
Capital work in progress 3 1,658.94 55.90
Right-of-use assets 4 1,720.07 1,720.07
Other intangible assets 5 941.35 930.62
Financial assets
Investments 6 0.50 998.46
Other financial assets 7 156.72 236.17
Other non-current assets 8 2,603.70 25,148.10 1,821.43 21,685.21
Current Assets
Inventories 9 37,658.39 24,976.51
Financial assets
Trade receivables 10 43,733.89 30,747.94
Cash and cash equivalents 11 7,496.30 7,615.63
Bank balances other than Cash and Cash equivalents 12 12,398.24 13,520.65
Other financial assets 13 4,085.11 2,274.85
Current tax asset - Net 14 30.76 12.38
Other non-current assets 15 5,828.94 111,231.63 2,947.92 82,095.88
TOTAL ASSETS 136,379.73 103,781.09
II. EQUITY AND LIABILITIES
Equity:
Equity Share Capital 16 3,123.67 3,123.40
Other Equity 17 82,906.77 86,030.44 67,389.95 70,513.35
Liabilities:
Non-current liabilities:
Financial Liabilities - Lease Liabilities 21 0.82 0.89
Provisions 18 886.17 708.72
Deferred tax liabilities (net) 19 276.79 1,163.78 36.18 745.79
Current liabilities:
Financial Liabilities:
Borrowings 20 1,220.75 -
Lease Liabilities 21 0.22 0.06
Trade payables
-  total outstanding dues of micro enterprises and 22 2,380.30 2,487.10
small enterprises
-  total outstanding dues of creditors other than micro 20,705.56 11,510.88
enterprises and small enterprises
Other financial liabilities 23 10,157.43 8,932.23
Other current liabilities 24 12,898.14 7,693.96
Provisions 25 651.98 511.75
Current tax liabilities-Net 26 1,171.13 49,185.51 1,385.97 32,521.95
TOTAL EQUITY AND LIABILITIES 136,379.73 103,781.09
Material Accounting Policies 1
The accompanying notes form an integral part of the Consolidated Financial Statements

This is the consolidated balance sheet referred to in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

192 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

FOR THE FOR THE YEAR ENDED MARCH 31, 2025

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Note Year ended Year ended

No. March 31, 2025 March 31, 2024
I REVENUE FROM OPERATIONS 27 127,876.17 100,051.99
II Other Income 28 2,364.95 1,620.61
III TOTAL INCOME (I + II) 130,241.12 101,672.60
IV EXPENSES
Cost of materials consumed 29 89,302.81 66,727.01
Purchases for spares & after market business (net of 30 702.79 1,911.67
changes in inventories of stock in trade)
Changes in inventories of finished goods and work in 31 (6,921.14) 83,084.46 (3,119.98) 65,518.70
progress
Employee benefits expenses 32 12,374.88 10,778.14
Finance costs 33 305.84 30.96
Depreciation and amortisation expenses 34 1,969.85 2,108.87
Other expenses 35 9,340.74 7,015.73
TOTAL EXPENSES 107,075.77 85,452.40
V Profit before exceptional items and tax (III-IV) 23,165.35 16,220.20
VI Exceptional items - -
VII Profit before tax (V-VI) 23,165.35 16,220.20
VIII Tax expense (Refer Note No.40(a) &(b))
Current tax 5,467.25 4,658.98
Deferred tax expense/(credit) 240.59 5,707.84 (273.70) 4,385.28
IX Profit for the year (VII-VIII) 17,457.51 11,834.92
X Other comprehensive income
Items that will not be reclassified to profit or (loss)
Remeasurement of Defined Benefit Plans (118.08) (168.22)
Income tax on Defined Benefit Plans (Refer Note 29.72 (88.36) 42.34 (125.88)
No.40(c))
Items that will be reclassified to profit or (loss) 37
Exchange difference on translation of foreign operations (28.95) (166.57)
Income tax on exchange difference on translation of (4.38) (33.33) 22.27 (144.30)
foreign operations (Refer Note No.40(c))
Total (121.69) (270.18)
XI Total comprehensive income (IX+X) 17,335.82 11,564.74
XII Earnings per equity share of ` 2/- each
Basic (in `) 38 11.18 7.58
Diluted (in `) 11.17 7.58

Material Accounting Policies 1

The accompanying notes form an integral part of the Consolidated Financial Statements

This is the consolidated statement of profit and loss referred in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

TD Power Systems Limited 193

 Amounts in Indian Rupees in lakhs, except as otherwise stated

194
Particulars Equity Share Other Equity Total Other
Capital Reserves and Surplus Stock option Shares Exchange equity
(Equity Outstanding Purchased difference attributable
Securities Retained General Capital Capital
Shares of ` 2 Account by ESOP on to equity
Premium earnings Reserve Redemption reserve
each issued, Trust translation share
Reserve
subscribed of foreign holders
and fully operations of the
paidup) Company
Balance as at 3,123.40 17,750.75 45,551.07 3,385.35 230.42 718.29 39.55 - (285.48) 67,389.95
April 01, 2024
Shares issued during 0.27 - - - - - - - - -
the year to ESOP trust
Profit for the year - - 17,457.51 - - - - - 17,457.51
April 01, 2024 to
March 31, 2025
FOR THE YEAR ENDED MARCH 31, 2025

Remeasurement of - - (88.36) - - - - - - (88.36)

defined benefit plans
for the year (net of tax)
Exchange difference - - - - - - - - (33.33) (33.33)
on translation of
foreign operations
Transfer from Share - 2.27 - - - - (2.27) - - -
option outstanding to
Securities premium on
exercise of ESAR
Transfer to Stock - - - - - - 55.20 - - 55.20
Options Outstanding
account for the year
(Refer Note No.50)
Interim Dividend - - (937.10) - - - - - - (937.10)
(Refer Note No.49(a))
Final dividend paid - - (937.10) - - - - - - (937.10)
during the year (Refer
Note No.49(b))
Balance as at 3,123.67 17,753.02 61,046.02 3,385.35 230.42 718.29 92.48 - (318.81) 82,906.77
March 31, 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Annual Report 2024-25

 Amounts in Indian Rupees in lakhs, except as otherwise stated
Particulars Equity Share Other Equity Total Other
Capital (Equity Reserves and Surplus Stock option Shares Exchange equity
Shares of ` 2 Outstanding Purchased difference on attributable to
Securities Retained General Capital Capital
each issued, Account by ESOP translation equity share
Premium earnings Reserve Redemption reserve
subscribed and Trust of foreign holders of the
Reserve
fully paidup) operations Company
Balance as at April 01, 2023 3,120.85 17,728.55 36,566.34 3,369.92 230.42 718.29 66.97 (26.60) (1,322.77) 57,331.12
Shares issued during the year to 2.55 - - - - - - - - -
ESOP trust

TD Power Systems Limited

Profit for the year April 01, 2023 to - - 11,834.92 - - - - - - 11,834.92
March 31, 2024
Remeasurement of defined benefit - - (125.88) - - - - - - (125.88)
plans for the year (net of tax)
Exchange difference on translation of - - - - - - - - (144.30) (144.30)
foreign operations
Transfer from Share option - 22.20 - - - - (22.20) - - -
outstanding to Securities premium
on exercise of ESAR
Transfer from Share option - - - 15.43 - - (15.43) - - -
FOR THE YEAR ENDED MARCH 31, 2025

outstanding to general reserve

Transfer to Stock Options - - - - - - 35.54 - - 35.54
Outstanding account for the year
(Refer Note No.50)
Amount transferred to shares - - - - - - (25.33) 24.87 - (0.46)
purchased by ESOP Trust in respect
of ESOP exercised during the year
Amount received from employee on - - - - 20.72 - 20.72
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Corporate Overview

exercise of ESOP
Balance carrying value of shares in - - 18.99 - - - - (18.99) - -
respect of ESOP exercised during
the year transferred to Retained
Earnings
Transfer to Retained Earnings - - (1,181.60) 1,181.59 (0.01)
Interim Dividend (Refer Note - - (780.85) - - - - - - (780.85)
No.49(a))
Final dividend paid during the year - - (780.85) - - - - - - (780.85)
Statutory Reports

(Refer Note No.49(b))

Balance as at March 31, 2024 3,123.40 17,750.75 45,551.07 3,385.35 230.42 718.29 39.55 - (285.48) 67,389.95

Refer Note No.17 & 1.1 for nature and purpose of other reserves
The accompanying notes form an integral part of the Consolidated Financial Statements

This is the consolidated statement of Changes in Equity referred to in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S
Financial Statements

MOHIB N KHERICHA NIKHIL KUMAR M N VARALAKSHMI BHARAT RAJWANI ABRAHAM BABY CHERIAN
Chairman Managing Director Chief Financial Officer Company Secretary Partner
DIN: 00010365 DIN:00062243 Place: Bangalore Membership No. A50096 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore Place: Bangalore

195
Date : May 12, 2025 Date : May 12, 2025
CONSOLIDATED STATEMENT OF CASHFLOW
FOR THE YEAR ENDED MARCH 31, 2025

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax 23,165.35 16,220.20
Adjustments for:
Depreciation 1,602.55 1,816.11
Amortisation 367.30 292.76
(Profit)/Loss on sale of Property, Plant and Equipment 6.17 3.28
Unbilled Revenue (34.78) (5.17)
Interest income on financial asset - Bank Deposits (1,097.66) (1,020.41)
Interest income on financial assets (Non-convertible (35.57) (80.69)
debentures carried at amortised cost)
Interest income accrued on financial assets (Non- - (49.84)
convertible debentures carried at amortised cost)
Finance cost (including foreign exchange difference 305.84 30.96
recorded as adjustment to borrowing cost)
Compensation expenses under Employee Stock 55.20 35.54
Option/ Appreciation Rights Scheme
Unrealised foreign exchange loss/(gain) (net) (1,257.00) (174.51)
Provision for doubtful debts 136.34 -
Provision for Warranty Claims 145.93 60.89
Provision for Compensated absences 306.32 500.64 242.57 1,151.49
Operating profit before Working Capital Changes 23,665.99 17,371.69
Adjustments for changes in working capital
Decrease/(Increase) in trade receivables (12,366.34) (3,790.98)
Decrease/(Increase) in Other Receivables (4,108.64) 1,295.11
Decrease/(Increase) in inventories (12,681.88) (5,120.84)
(Decrease)/Increase in Trade Payables 8,789.88 880.00
(Decrease)/Increase in Other Payables & Provisions 5,825.95 (14,541.03) 1,616.16 (5,120.55)
Cash generated from Operations 9,124.96 12,251.14
Direct Taxes Paid including TDS (5,172.69) (3,851.01)
Net Cash from/(used in) Operating Activities 3,952.27 8,400.13
B CASH FLOW FROM INVESTING ACTIVITIES
Payment for property, plant and equipment & Capital (5,219.15) (2,344.60)
Work in progress (net of transfer of Capital Work in
progress to Property, plant and equipment)
Payment for intangible assets (including intangible assets (378.03) (403.84)
under development)
Payment for leasehold land - (1,720.07)
Proceeds from sale of property, plant and equipment 14.17 80.71
Proceeds from maturity of investment 1,000.00 1,000.00
Movement in deposits (net) - (990.00)
Interest received on financial assets - bank deposits 1,219.79 1,118.27
Net Cash from/(used in) investing activities (3,363.22) (3,259.53)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from/(Repayment of) working capital 1,220.75 -
borrowings (net)
Proceeds from ESOP exercised received - 20.72
Proceeds from issue of shares to ESOP Trust 0.27 2.55
Interest Paid (21.32) (30.96)
Dividend Paid (1,874.20) (1,561.70)
Net Cash from/(used in) financing activities (674.50) (1,569.39)
Net Foreign exchange difference on translation of foreign (33.33) (166.57)
operations (Net of tax)
Net increase/(decrease) in cash and cash equivalents (118.78) 3,404.64

196 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

CONSOLIDATED STATEMENT OF CASHFLOW

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Effect of exchange rate changes on the balance of cash and (0.55) 2.34
cash equivalents held in foreign currencies
Cash and cash equivalents at the beginning of the year 7,615.63 4,208.65
Cash and cash equivalents at the end of the year 7,496.30 7,615.63
Cash and cash equivalents at the end of the year-
Constitute
Balances with banks
In current accounts 5,803.37 2,692.75
In EEFC Account 790.81 938.57
In Cash Credit Account - 180.65
In deposit accounts with Original maturity less than 3 900.00 3,800.00
months
Cash on hand 2.12 3.66
Total Cash & Cash equivalents 7,496.30 7,615.63
NOTES :
Cashflows are reported using the indirect method. Closing Cash and cash equivalents is after adjusting translation gain/
loss.
Expenditure towards CSR activities: ` 242.45 lakhs (PY: ` 144.13 lakhs)
The accompanying notes form an integral part of the Consolidated Financial Statements

This is the consolidated statement of cash flow referred to in our report of even date attached
For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

TD Power Systems Limited 197

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY
INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025
CORPORATE INFORMATION MATERIAL ACCOUNTING POLICIES
The TD Power Systems Limited (‘The Company/ 1.1 Statement of Compliance:
The Parent Company/The Holding Company’) is
a. Principles of Consolidation:
incorporated and domiciled in India. Consequent to
a Special Resolution of the Members, passed at the Subsidiaries:
Company’s Extra Ordinary General Meeting held on 
The financial statements of the subsidiary
January 17, 2011, the Company was converted to a companies used in the consolidation are drawn up
Public Limited Company by altering its Articles of to the same reporting date as of the Company.
Association in terms of Section 31 read with Section
The financial statements of the Company and its
44 of the Companies Act 1956, and a fresh Certificate of
subsidiary companies (“Group”) have been combined
Incorporation dated February 04, 2011 was issued by the
on a line by line basis by adding together like items
Registrar of Companies, Karnataka. The registered office
of assets, liabilities, income and expenses. Inter-
of the Company is located at Dabaspet, Nelamangala
company balances and transactions and unrealised
Taluk Bangalore — 562 111. The Company is engaged
profits or losses have been fully eliminated.
in manufacturing AC Generators and Electric Motors for
various applications which are specifically designed and The share of equity in the subsidiary company
tailor-made to suit the needs of the customers based on as on the date of investment in excess of cost of
their requirements and specifications. investment of the Group, is recognised as ‘Capital
The consolidated financial statements for the year ended Reserve’ and shown under the head ‘Reserves and
March 31, 2025 were approved by the Board of Directors Surplus’, in the consolidated financial statements.
and authorised for issue on May 12, 2025. 1.2 
Basis of preparation of consolidated financial
The company’s subscription to the Share Capital of its statements:
Wholly Owned Subsidiaries are as follows: - The consolidated financial statements have been
- 
The company subscribed to a Wholly Owned prepared on going concern basis and on accrual
Subsidiary in United States of America under method of accounting in accordance with Indian
the name M/s TD Power Systems (USA) Inc. Accounting Standards. Historical cost is used except
incorporated as Delaware Corporation on February for certain financial assets and liabilities that are
20, 2013 located at Ohio. The company subscribed measured at fair values at the end of each reporting
to 80,100 shares of USD 10/- each period, as explained in accounting policies below.
- 
The company incorporated a Wholly Owned Historical cost is generally based on the fair value of
Subsidiary in Japan under the name M/s TD Power the consideration given in exchange for goods and
Systems Japan Limited on March 19, 2013 in Tokyo. services. The consolidated financial statements are
The company subscribed to 2,000 shares of JPY presented in Indian Rupees (‘₹`/INR/’) and all values
10,000/- each and has been voluntarily liquidated are rounded to the nearest lakhs (INR 00,000),
and ceased to be in existence with effect from June
except when otherwise indicated.
26, 2023 (Refer note 52(b)).
Fair value is the price that would be received to sell
- 
The company acquired 100% shareholding of a
an asset or paid to transfer a liability in an orderly
company named Platin 1255 Gmbh in Germany
transaction between market participants at the
during January 2016 and subsequently changed
measurement date, regardless of whether that price
its name to M/s TD Power Systems Europe GMBH
is directly observable or estimated using another
during March 2016. The company subscribed to
valuation technique.
5,50,000 shares of Euro 1 each
- 
The company acquired 100% shareholding of a 1.3 Use of estimates and judgments:
company named TD Power Systems Jenerator The preparation of the financial statements in
Sanayi Anonim Sirketi in Turkey during June 2017. conformity with recognition and measurement
The company subscribed to 12,782 shares of Lira principles of Ind AS requires management of
100 each the Company to make estimates, judgments and
- 59,99,998 Equity Shares of ` 10 each in D F Power assumptions. These estimates, judgments and
Systems Private Limited (excluding beneficial assumptions affect the application of accounting
interest relating to two shares held by the Directors policies and the reported amounts of assets and
of the Company). liabilities, the disclosures of contingent assets and

198 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

liabilities at the date of the financial statements and - There is no unconditional right to defer the
reported amounts of revenues and expenses for the settlement of the liability for at least twelve
period presented. Application of accounting policies months after the reporting period
that require critical accounting estimates involving All other liabilities are classified as non-current.
complex and subjective judgments and the use of
c Deferred tax assets/ liabilities are classified as
assumptions in these financial statements have
non-current assets/ liabilities.
been disclosed below. Accounting estimates could
d Based on the nature of products/activities of the
change from period to period and actual results could
Company and the normal time between acquisition
differ from those estimates. Appropriate changes
of the assets and the realisation in cash and cash
in estimates are made as management becomes
equivalents, the Company has determined its
aware of changes in circumstances surrounding the
operating cycle as 12 months for the purpose of
estimates. Changes in estimates are reflected in the
classification of its assets and liabilities as current
financial statements in the period in which changes
and non-current.
are made and, if material, their effects are disclosed
in the notes to the financial statements. 1.5 Critical Accounting Estimates:

The areas involving significant estimates and a Property, Plant and Equipment:
assumptions are as follows: 
Property, plant and equipment represent a
(i) Measurement of useful lives of Property, Plant significant proportion of the asset base of the
and Equipment and Intangible assets [Note Company. The charge in respect of periodic
1.5(b), Note 2 & Note 5] depreciation is derived after determining an
(ii) 
Estimation of Employee benefits (Defined estimate of an asset’s expected useful life and
benefits) [Note 1.13(e), 1.13(c) & 43] the expected residual value at the end of its life.
The useful lives and residual values of company’s
(iii) Impairment of assets [Note 1.11 & Note 1.18(vii)]
assets are determined by management at the time
(iv) Estimation of taxes on income [Note 1.16 &
the asset is acquired and reviewed periodically,
Note 19]
including at each financial year end. The lives are
(v) Provisions and contingencies [Note 1.23, Note based on historical experience with similar assets
39 and Note 47] as well as anticipation of future events, which may
1.4 Current versus non-current classification: impact their life, such as changes in technology.

The Company presents assets and liabilities in b Intangible Assets

the balance sheet based on current/ non-current 
The capitalisation of cost in intangible asset
classification. under development is based on judgement of the
a An asset is treated as current when it is: management that technological and economical
feasibility is confirmed and that the assets will
- Expected to be realised or intended to be sold
generate economic benefits in future. Based
or consumed in normal operating cycle.
on the evaluations carried out the Company’s
- Held primarily for the purpose of trading management has determined that there is no factor
- Expected to be realised within twelve months which indicate that these assets have suffered any
after the reporting period, or impairment loss.
- Cash or Cash equivalent unless restricted from c Provision and Contingent liability
being exchanged or used to settle a liability for at The Company reviews pending cases, claims by
least twelve months after the reporting period third party and other contingencies, if any on
All other assets are classified as non-current. an on-going basis. For contingent losses that are
b A liability is treated as current when it is: considered probable, estimated loss is recorded as
- Expected to be settled in normal operating an accrual in consolidated financial statements. A
cycle disclosure for contingent liabilities is made where
there is a possible obligation that may probably
- Held primarily for the purpose of trading
not require an outflow of resources. When there
- Due to be settled within twelve months after is a possible obligation where the likelihood of
the reporting period, or outflow of resources is remote, no provision or

TD Power Systems Limited 199

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

disclosure is made in the financial statements. contract contains more than one distinct good or
Gain contingencies are not recognised until the service, the transaction price is allocated to each
contingencies are resolved and the amounts are performance obligation based on relative stand-
received or recoverable. alone selling prices. If stand-alone selling prices are
d Provision for Credit loss not observable, the Company reasonably estimates
those. Revenue is recognised for each performance

The Company reviews the position of trade
obligation either at a point in time or over the
receivable and ascertains a provision for life
time.
time credit loss after considering the industry
and economic conditions in which customer Revenues from services:
operate, the profile of the customer and the past Revenues are recognised over time on a straight-
experience. line basis or, if the performance pattern is other
e Defined benefit plans than straight-line, as services are provided,
i. e. the progress towards complete satisfaction
The cost of the defined benefit plan and other
using input method or output method.
postemployment benefits and the present value
Revenue recognised by the Company where
of such obligations are determined using actuarial
services are rendered to the customer and for
valuations. An actuarial valuation involves making
which invoice has not been raised (which we refer
various assumptions that may differ from actual
as unbilled revenue) are classified as contract
developments in the future. These include the
assets. Amount collected from the customer and
determination of the discount rate, future salary
services have not yet been rendered are classified
increases, mortality rates and future pension
as contract liabilities.
increases. Due to the complexities involved in
the valuation and its long-term nature, a defined Dividend Income:
benefit obligation is sensitive to changes in these Revenue is recognised when the Company’s right to
assumptions. All assumptions are reviewed at each receive the payment is established.
reporting date. Interest Income:
1.6 Revenue Recognition: 
Interest income is recognised using effective
The company recognises revenue, when or as interest rate method. The effective interest rate
the entity satisfies a performance obligation by is the rate that exactly discounts estimated future
transferring a promised goods or services to a cash receipts through the expected life of the
customer; i. e. when the customer is able to direct financial asset to the gross carrying amount of
the use of the transferred goods or services and financial asset. Interest income from financial asset
obtains substantially all of the remaining benefits, is recognised when it is probable that the economic
provided a contract with enforceable rights and benefits will flow to the Company and the amount
obligations exists and amongst others collectability of income can be measured reliably.
of consideration is probable taking into account our 1.7 Export Incentives:
customer’s creditworthiness. With regards to the
Export incentives are recognised in the statement
sale of products (a) where delivery is not considered
of profit and loss when the right to receive credit as
to have occurred, and therefore no revenues are
per the terms of the scheme is established in respect
recognised, until the customer has taken title to
of exports made and when there is no significant
the products and assumed the risks and rewards of
uncertainty regarding the ultimate collection of the
ownership of the products specified in the purchase
relevant export proceeds.
order or sales agreement. (b) Where dispatch has
not been done but tests have been completed as 1.8 Property, plant and equipment (PPE):
per the terms agreed with the customer, revenue Initial Measurement:
is the transaction price the company expects to be Free hold land is carried at historical cost. All
entitled to. Consideration is adjusted for the time other items of Property, Plant and Equipment’s are
value of money if the period between the transfer carried at cost of acquisition/construction net of
of goods or services and the receipt of payment recoverable taxes, less accumulated depreciation/
is substantial and there is a significant financing amortisation and impairment losses, if any. The
benefit either to the customer or Company. If a

200 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

cost includes directly attributable expenses The estimated useful lives are as mentioned
relating to the acquisition and bringing the assets below:
to the location and condition of use net of any sale
Type of Assets Useful Life
proceeds and finance cost till assets are put to use,
Factory Building 30 Years
are capitalised. Stores, spares and parts which can
Non-factory Buildings 60 Years
be used only in connection with an item of plant or
Plant & Machinery - Double 10 Years
equipment and whose useful life is expected to be shift basis
irregular are capitalised and depreciated over the Office Equipments 5 Years
useful life of the principal item of the relevant assets. Furniture and Fixtures 10 Years
Subsequent expenditure relating to property, Computers 3 Years
plant and equipment is capitalised only when Computer Server 6 Years
it is probable that future economic benefits Communication Equipment 5 Years
associated with these will flow to the Company Motor Vehicles 8 Years
and the cost of the item can be measured reliably.
Derecognition:
Repairs and maintenance costs are recognised in
the statement of profit and loss when incurred. An item of property, plant and equipment is
Interest cost incurred for constructed assets is derecognised upon disposal or when no future
capitalised up to the date the asset is ready for economic benefits are expected to arise from the
its intended use, based on borrowings incurred continued use of the asset. Any gain or loss arising
specifically for financing the asset or the weighted on the disposal or retirement of an item of PPE is
average rate of all other borrowings, if no specific determined as the difference between the sales
borrowings have been incurred for the asset. proceeds and the carrying amount of the asset and
is recognised in statement of profit or loss.

Property, Plant and Equipment manufactured
internally are capitalised at Factory Cost incurred up 1.9 Intangible Assets:
to the date the asset is ready for its intended use Intangible assets with finite lives that are acquired
Capital Work in Progress: are carried at cost or fair value as of the date
Property, Plant and Equipment which are not yet of acquisition, as applicable, less accumulated
ready for their intended use are carried at cost, amortisation and accumulated impairment losses,
comprising direct cost and related incidental if any. The estimated useful life and amortisation
expenses. Advances paid towards acquisition of method are reviewed at the end of each reporting
PPE outstanding at each balance sheet date are period, with the effect of any changes in estimate
classified as Capital advances under other non- being accounted for on a prospective basis.
current assets. Intangible assets with indefinite useful lives that
Depreciation and amortisation: are acquired separately are carried at cost less
accumulated impairment losses.
i. Depreciation on Property, Plant and Equipments
is provided using straight line method (SLM) Intangible assets consist of technical knowhow/
with reference to the estimated useful life of the license fees/softwares which are amortised over a
Property, Plant and Equipment less its residual period of 5 years on a straight-line basis being the
value as prescribed under Schedule II of the estimated useful life.
Companies Act 2013, or useful life of the asset 1.10 Research & Development
as estimated by the management, whichever
Expenditure on research activity undertaken is
is lower. Property, Plant and Equipment
charged to the Statement of Profit & Loss as and
costing below ` 5,000/- are depreciated fully.
when incurred during the year to their natural head
Depreciation is charged for complete quarter on
of accounts. The expenditure incurred includes cost
addition/deletion.
of materials, salaries & wage and other revenue
ii. Freehold land is not depreciated.
expenditure.
iii. Depreciation is not recorded on capital work-
Development costs are capitalised only after the
in-progress until construction and installation
technical and commercial feasibility of the asset for
are complete and the asset is ready for its
sale or use has been established.
intended use.

TD Power Systems Limited 201

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Capital Expenditure is categorised and disclosed 1.13 Employee Benefits:

separately as Research & Development Property 
Employee benefits include provident fund,
Plant and Equipment and depreciation is charged pension fund, employee state insurance scheme,
as disclosed in Sl. No. 1.8 above. compensated absences and gratuity.
1.11 Impairment of Assets: a. Short-term employee benefits:
a. Financial assets (other than at fair value): The undiscounted amount of short-term employee
The Company assesses at the end of each reporting benefits expected to be paid in exchange for the
period, whether a financial asset or a group of services rendered by the employees are recognised
financial assets is impaired. Ind AS 109 requires during the year when the employees render the
expected credit losses to be measured through a service. These benefits include performance
loss allowance. The Company recognises lifetime incentive and compensated absences which are
expected losses for all contract assets and / or all expected to occur within twelve months after the
trade receivables that do not constitute a financing end of the period in which the employee renders
transaction. For all other financial assets, expected the related services.
credit losses are measured at an amount equal b. Long-term employee benefits -
to the 12 month expected credit losses or at an Long term employee benefits include compensated
amount equal to the life time expected credit losses absences which are not expected to occur within
if the credit risk on the financial asset has increased twelve months after the end of the period in which
significantly since initial recognition. the employee renders the related services are
b. Non-Financial Assets: recognised as a liability at the present value of the
Property, plant and equipments and intangible
 defined benefit obligation as at balance sheet date
assets less the fair value of the plan assets, if any out of
which the obligations are expected to be settled.
Property, plant and equipment and intangible assets
with finite life are evaluated for recoverability c. Defined Benefit Plans:
whenever there is any indication that their For defined benefit plans in the form of Gratuity
carrying amounts may not be recoverable. If any (funded), the cost of providing benefits is determined
such indication exists, the recoverable amount using the Projected Unit Credit method, with
(i.e. higher of the fair value less cost to sell and the actuarial valuation being carried out at the end of
value-in-use) is determined on an individual asset each reporting period, taking effect of actuarial
basis unless the asset does not generate cash flows gains and losses which is recognised in Other
that are largely independent of those from other Comprehensive Income. The amount is funded to
assets. In such cases, the recoverable amount is gratuity fund administered by the trustees and
determined for the cash generating unit (CGU) to
managed by Life Insurance Corporation of India.
which the asset belongs.
Re-measurement of net defined benefit liability/
If the recoverable amount of an asset (or CGU) is
asset pertaining to gratuity comprise of actuarial
estimated to be less than its carrying amount, the
gains/ losses (i.e. changes in the present value
carrying amount of the asset (or CGU) is reduced
resulting from experience adjustments and effects
to its recoverable amount. An impairment loss is
of changes in actuarial assumptions) and is reflected
recognised in the statement of profit and loss.
immediately in the balance sheet with a charge or
1.12 Inventories: credit recognised in other comprehensive income
Inventories are valued at cost or net realisable value, in the period in which they occur. Re-measurement
whichever is lower. Raw materials and bought recognised in other comprehensive income is
out items are valued on first in first out basis and reflected immediately in retained earnings and is
includes material cost, carriage inward, insurance not reclassified to statement of profit or loss.
and purchase related expenses. Cost in respect
The net interest cost is calculated by applying
of work in progress and finished goods include
the discount rate to the net balance of the defined
appropriate portion of overheads. Net realisable
benefit obligation and the fair value of plan assets.
value represents the estimated selling price for
This cost is included in employee benefit expenses
inventory less all estimated cost of completion and
in the statement of profit and loss.
cost necessary to make the sale.

202 Annual Report 2024-25

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Past service cost is recognised immediately in the in line with the provisions of Ind AS 116 – Leases,
statement of profit and loss. The benefits obligation if the recognition criteria as specified in the
in respect of gratuity recognised in the Balance Accounting standard are met.
Sheet represents the present value of the defined Lease payments associated with Short terms leases
benefit obligation as adjusted for present value and Leases in respect of Low value assets are
plan assets including refunds and reductions if charged off as expenses on straight line basis over
any available as against future contributions to the lease term or other systematic basis, as applicable.
scheme. At commencement date, the value of “right of use”
d. Defined Contribution Plans: is capitalised at the present value of outstanding
The Company has contributed to provident fund lease payments plus any initial direct cost and
and employee state insurance scheme which is estimated cost, if any, of dismantling and removing
defined contribution plan. The contribution paid/ the underlying asset and presented as part of Plant,
payable under the scheme is charged to Statement property and equipment.
of Profit and loss during the year in which an 
Liability for lease is created for an amount
employee renders the related service. Company has equivalent to the present value of outstanding lease
no further obligation beyond making the payment. payments and presented as Borrowing. Subsequent
e. 
Termination benefits are recognised as an ex- measurement, if any, is made using Cost model.
pense as and when incurred. 
Each lease payment is allocated between the
liability created and finance cost. The finance cost
1.14 Share based payments:
is charged to the Statement of Profit and loss over
The Company recognises compensation expense the lease period so as to produce a constant periodic
relating to share-based payments in net profit rate of interest on the remaining balance of the
using fair-value in accordance with IND AS 102, liability for each period.
Share Based Payment. The estimated fair value
The right-of-use asset is depreciated over the
of awards is charged to income on straight line
shorter of the asset’s useful life and the lease term
basis over the requisite service period for each
on a straight-line basis. If ownership of the leased
separately vesting portion of the award as if the
asset transfers to the Company at the end of the
award was in substance, multiple awards with a
lease term or the cost reflects the exercise of a
corresponding credit to Employee Stock Option / purchase option, depreciation is calculated using
Rights outstanding Reserve. the estimated useful life of the asset. Right-of-use
The Company has created an Employee Stock assets are subject to impairment test.
Options Trust (ESOP Trust) for providing share- The lease payments are discounted using the
based payment to its employees. The Company interest rate implicit in the lease, if that rate can
uses ESOP as a vehicle for distributing shares to be determined, or the company’s incremental
employees under the employee remuneration borrowing rate. The Company applies the short-
schemes. The ESOP Trust buys shares of the term lease recognition exemption to its short-term
company from the market, for giving shares to leases (i.e., those leases that have a lease term of 12
employees in addition to allotment of shares by the months or less from the commencement date and
Company as per the requirements of the scheme. do not contain a purchase option). It also applies
The Company treats ESOP as its extension and the lease of low-value assets recognition exemption
shares held by ESOP are treated as treasury shares. to leases that are considered of low value. Lease
Treasury shares are recognised at cost of acquisition payments on short-term leases and leases of low-
and included under other equity. No gain or loss is value assets are recognised as expense on a straight-
recognised in profit or loss on the purchase or issue line basis over the lease term.
of the Company’s own equity shares. Share options Lease modifications, if any are accounted as a
exercised during the reporting period are deducted separate lease if the recognition criteria specified in
from treasury shares. the standard are met.
1.15 Leases: Company as a lessor:
Company as a Lessee: Leases are classified as operating lease or a finance
Contracts with third party, which give the company lease based on the recognition criteria specified in
the right of use in respect of an Asset, are accounted Ind AS 116 – Leases

TD Power Systems Limited 203

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

a) Finance Lease: where the relevant tax paying units intends to settle
At commencement date, amount equivalent to the asset and liability on a net basis or where it has
the “net investment in the lease” is presented as legally enforceable right to set off the recognised
a Receivable. The implicit interest rate is used amount.
to measure the value of the “net investment in b. Deferred Income Taxes:
Lease”. Deferred income tax is recognised using the balance
Each lease payment is allocated between the sheet approach. Deferred income tax assets and
Receivable created and finance income. The liabilities are recognised for deductible and taxable
finance income is recognised in the Statement temporary differences arising between the tax base
of Profit and loss over the lease period so as to of assets and liabilities and their carrying amount.
reflect a constant periodic rate of return on the Deferred income tax asset is recognised to the
net investment in Lease. extent that it is probable that taxable profit will be
The asset is tested for de-recognition and available against which the deductible temporary
impairment requirements as per Ind AS 109 – differences and unused tax losses, if any can be
Financial Instruments. utilised.
Lease modifications, if any are accounted as The carrying amount of deferred income tax assets
a separate lease if the recognition criteria is reviewed at each reporting date and reduced to
specified in the standard are met. the extent that it is no longer probable that sufficient
b) Operating Lease: taxable profit will be available to allow all or part of
the deferred income tax asset to be utilised.

The company recognises lease payments
from operating leases as income on either a Deferred tax assets and liabilities are measured
straight-line basis or another systematic basis, using substantively enacted tax rates expected to
if required. apply to taxable income in the years in which the
temporary differences are expected to be received
Lease modifications, if any are accounted as
or settled.
a separate lease if the recognition criteria
specified in the standard are met. Deferred tax assets and liabilities are offset when
they relate to income taxes levied by the same
1.16 Income Taxes: taxation authority and the relevant entity intends
The Company’s major tax jurisdictions are in India. to settle its current tax assets and liabilities on a net
Significant judgements are involved in determining basis.
the provision for income tax credits, including the
1.17 Foreign Currency:
amount to be paid or refunded.
a. Functional and presentation currency:
Income tax expense comprises current tax expense
and the net change in the deferred tax asset or The consolidated financial statement is presented
liability during the year. Current and deferred tax in Indian Rupee (`), which is also the Company’s
are recognised in statement of profit or loss, except functional currency. Transaction in foreign
when they relate to items that are recognised in currencies are initially recorded by the Company at
other comprehensive income or directly in equity, their respective functional currency spot rates at the
in which case, the current and deferred tax are date, the transaction first qualifies for recognition.
also recognised in other comprehensive income or However, for practical reasons, the Company uses
directly in equity, respectively. an average rate, if the average approximates the
actual rate at the date of the transaction.
a. Current Income Taxes:
b. Initial Recognition:
The current income tax expense includes income
taxes payable by the Company and its overseas Foreign currency transactions are recorded in the
branches. Advance taxes and provisions for current reporting currency, by applying foreign currency
income taxes are presented in the balance sheet exchange rates between the reporting currency and
after off-setting advance tax paid and income tax the foreign currency prevailing at the dates of the
provision arising in the same tax jurisdiction and transactions.

204 Annual Report 2024-25

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SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

c. Measurement of foreign currency monetary items ii. Financial assets at amortised cost:
and Non-monetary items at the balance sheet date Financial assets are subsequently measured at
Monetary items outstanding at the balance sheet amortised cost if these financial assets are held
date are restated at the rate as on reporting date. within a business whose objective is to hold these
Non – monetary items which are carried in terms assets in order to collect contractual cash flows and
of historical cost denominated in a foreign currency the contractual terms of the financial asset give
are not restated and hence is reported using the rise on specified dates to cash flows that are solely
exchange rate prevailing at the date of transactions. payments of principal and interest on the principal
d. Treatment of exchange differences on monetary amount outstanding.
items iii. 
Financial assets at fair value through profit or

Exchange differences arising on settlement/ loss:
restatement of foreign currency assets and Financial assets are measured at fair value through
liabilities of the Company are recognised as income profit or loss unless it is measured at amortised
or expense in the statement of profit and loss in the cost or at fair value through other comprehensive
period in which they arise. income on initial recognition. The transaction costs
e. In respect of overseas branch, financial statements directly attributable to the acquisition of financial
are translated as if the transactions are those of the assets and liabilities at fair value through profit or
Company itself i.e. Indian Rupees as the functional loss are immediately recognised in statement of
currency since the overseas branch is primarily profit and loss.
involved in selling/marketing goods manufactured iv. Financial liabilities:
by the Company in India. The net impact of the Financial liabilities are subsequently carried at
foreign exchange difference of foreign operations is amortised cost using the effective interest method.
recognised in Other Comprehensive Income. For trade and other payables maturing within one
1.18 Financial Instruments: year from the balance sheet date, the carrying
amounts approximate fair value due to the short
A financial instrument is any contract that gives
maturity of these instruments. Financial liabilities
rise to a financial asset of any entity and a financial
at Fair value through profit and Loss are stated at
liability or equity instrument of another entity.
fair value, with any gains or losses arising on re-
Financial assets and liabilities are recognised when
measurement in Profit and loss statement.
the Company becomes a party to the contractual
provisions of the instrument. Financial assets v. Equity Instrument:
and liabilities are initially measured at fair value. An equity instrument is any contract that evidences
Transaction costs that are directly attributable a residual interest in the assets of an entity after
to the acquisition or issue of financial assets and deducting all of its liabilities. Equity instruments
financial liabilities (other than financial assets and issued by a company are recognised at the proceeds
financial liabilities at fair value through profit or received, net of issue costs.
loss) are added to or deducted from the fair value vi. De-recognition of financial instruments:
measured on initial recognition of financial asset or
The Company derecognises a financial asset when
financial liability.
the contractual rights to the cash flows from the
i. Cash and Cash equivalents: financial asset expire or it transfers the financial
The Company considers all highly liquid financial asset and the transfer qualifies for de-recognition
instruments, which are readily convertible into under Ind AS 109. A financial liability (or a part
known amounts of cash that are subject to an of a financial liability) is derecognised when the
insignificant risk of change in value and having obligation specified in the contract is discharged or
original maturities of three months or less from cancelled or expires.
the date of purchase, to be cash equivalents. Cash vii. Impairment of financial assets:
and cash equivalents consist of balances with banks
The Company assesses on a forward looking basis
which are unrestricted for withdrawal and usage.
the expected credit losses associated with its

TD Power Systems Limited 205

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

assets carried at amortised cost. The impairment assets are assets that necessarily take a substantial
methodology applied depends on whether there period of time to get ready for their intended use.
has been a significant increase in credit risk. In 
Investment income earned on the temporary
respect of trade receivables, the Company applies investment of specific borrowings pending their
simplified approach permitted by Ind AS 109 expenditure on qualifying assets is deducted from
Financial Instruments, which requires expected the borrowing costs eligible for capitalisation.
lifetime losses to be recognised from initial
Other borrowing costs are charged to statement
recognition of the receivables.
of Profit and Loss in the period in which they are
viii Fair value of financial instruments: incurred.

In determining the fair value of its financial
1.21 Government Grants:
instruments, the Company uses following hierarchy
Government grants are not recognised until there
and assumptions that are based on market
is reasonable assurance that the Company will
conditions and risks existing at each reporting date.
comply with the conditions attached to them and
Fair value hierarchy: that the grants will be received. Government grants
All assets and liabilities for which fair value is are recognised in profit or loss on a systematic basis
measured or disclosed in the financial statements over the periods in which the Company recognises
are categorised within the fair value hierarchy, as expenses the related costs for which the grants
described as follows, based on the lowest level input are intended to compensate.
that is significant to the fair value measurement as
1.22 Cash Flow statement
a whole:
Cash flows are reported using Indirect method,
 evel 1 - Quoted (unadjusted) market prices in
L
whereby profit for the period is adjusted for the
active markets for identical assets or liabilities
effects of transactions of non-cash nature, any
Level 2 - Valuation techniques for which the lowest
 deferrals or accruals of past or future operating
level input that is significant to the fair value cash receipts or payments and item of income or
measurement is directly or indirectly observable expenses associated with investing or financing
Level 3 - Valuation techniques for which the lowest
 cash flows. The cash flows from operating,
level input that is significant to the fair value financing and investing activity of the company are
measurement is unobservable segregated.
For assets and liabilities that are recognised in 1.23 Provision and Contingencies:
the financial statements on a recurring basis, the The Company reviews pending cases, claims by
Company determines whether transfers have third party and other contingencies, if any on
occurred between levels in the hierarchy by re- an on-going basis. For contingent losses that are
assessing categorisation (based on the lowest considered probable, estimated loss is recorded
level input that is significant to the fair value as an accrual in financial statements. A disclosure
measurement as a whole) at the end of each for contingent liabilities is made where there
reporting period is a possible obligation that may probably not
1.19 Accounting for Derivatives: require an outflow of resources. When there
is a possible obligation where the likelihood of
Derivatives are initially recognised at fair value and
outflow of resources is remote, no provision or
are subsequently re-measured to their fair value
disclosure is made in the financial statements.
at the end of each reporting period. The resulting
Gain contingencies are not recognised until the
gains/losses is recognised in the statement of profit
contingencies are resolved and the amounts are
and loss of that period.
received or recoverable.
1.20 Borrowing Cost: Provision for Warranty

General and specific borrowing cost that are Provision for warranty related cost are recognised
directly attributable to the acquisition, construction when the product is sold. Initial recognition is
or production of a qualifying asset are capitalised based on historical experience and future estimates
during the period that is required to complete and of claims by the management. The estimate of such
prepare the asset for its intended use. Qualifying warranty related cost is revised annually.

206 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

SUMMARY OF ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Provision for Credit Loss unavoidable costs of meeting the obligations under

The Company reviews the position of trade the contract exceed the economic benefits expected
receivable and ascertains a provision for life time to be received under it.
credit loss after considering the industry and 1.28 
The financial statements of subsidiary in
economic conditions in which customer operate, turkey whose functional currency is that of
the profile of the customer and the past experience. a hyperinflationary economy are restated in
1.24 Segment Reporting accordance with Ind AS 29. Non-monetary assets
Operating segments are reported in a manner and liabilities, equity components, and items of
consistent with the internal reporting provided to income and expense are restated using a general
the chief operating decision maker. price index to reflect changes in purchasing
power at the reporting date. Monetary items are
1.25 Earnings per share: not restated. The gain or loss on the net monetary
Basic earnings/ (loss) per share are computed position is recognised in profit or loss. The price
by dividing profit or loss attributable to equity index used and the effect of restatement are
shareholders of the Company by the weighted disclosed in the notes to the financial statements.
average number of equity shares after adjustments 1.29 
The consolidation of financial statement (CFS)
for treasury shares, outstanding during the year. present the consolidated accounts of TD Power
Diluted earnings per share is computed by dividing Systems Limited with its following subsidiaries:
the profit after tax as adjusted for dividend, interest SI. Name of Country of Proportion of
and other changes or income relating to the dilutive No. Subsidiary Incorporation Ownership
potential equity shares, by the weighted average 1 DF Power India CY: 100%
number of equity shares considered for deriving Systems (PY: 100%)
basic earnings per share and weighted average Limited -
Audited
number of shares which could have been issued
2 TD Power Japan CY: 0%
on the conversion of all dilutive potential equity
Systems (PY: 0%)
shares. Japan

The number of equity shares is adjusted Limited
retrospectively for all periods presented for any (Refer Note
52(b)) -
share splits and bonus shares issued. Audited
1.26 Dividend Distribution: 3 TD Power United States CY: 100%
Systems of America (PY: 100%)
Dividend paid (including income tax thereon) is USA Inc -
recognised in the period in which the interim Audited
dividend is approved by the Board of Directors, or 4 TD Power Germany CY: 100%
in the respect of the final dividend when approved Systems (PY: 100%)
by shareholders. Europe
Gmbh -
1.27 Onerous contracts Audited
Present obligations arising under onerous contracts 5 TD Power Turkey CY: 100%
Systems (PY: 100%)
are recognised and measured as a provision. An
Jenerator
onerous contract is considered to exist where Sanayi A.S -
the Company has a contract under which the Audited

TD Power Systems Limited 207

 2 PROPERTY, PLANT AND EQUIPMENT

208
Amounts in Indian Rupees in lakhs, except as otherwise stated
Particulars GROSS BLOCK DEPRECIATION WRITTEN
DOWN VALUE

As at Effect Additions Disposal As at As at Effect For the Disposal As at As at

April 01, 2024 of Hyper March 31, 2025 April 01, 2024 of Hyper year March 31, 2025 March 31, 2025
Inflation Inflation
Free Hold Land 1,627.30 - - - 1,627.30 - - - - - 1,627.30
Buildings 11,352.73 - 431.17 - 11,783.90 4,339.61 - 333.16 - 4,672.77 7,111.13
Plant and machinery 26,267.85 344.35 2,755.04 - 29,367.24 20,067.43 174.57 962.10 - 21,204.10 8,163.14
Office Equipments 506.40 38.69 32.77 22.80 555.06 357.73 25.47 56.34 21.66 417.88 137.18
Furniture and Fixtures 432.40 7.88 32.93 - 473.21 380.34 11.79 12.10 - 404.23 68.98
Computers (including 1,130.21 (13.24) 290.37 10.71 1,396.63 807.80 (13.17) 183.52 9.46 968.69 427.94
computer servers &
FOR THE YEAR ENDED MARCH 31, 2025

networks)
Communication 22.30 - - - 22.30 21.53 - 0.03 - 21.56 0.74
Equipments
Motor Vehicles 793.90 - 73.83 83.98 783.75 316.17 - 83.28 66.03 333.42 450.33
TOTAL - A 42,133.09 377.68 3,616.11 117.49 46,009.39 26,290.61 198.66 1,630.53 97.15 28,022.65 17,986.74

PROPERTY, PLANT AND EQUIPMENT - RESEARCH & DEVELOPMENT

Particulars GROSS BLOCK DEPRECIATION WRITTEN
DOWN VALUE

As at Effect Additions Disposal As at As at Effect For the Disposal As at As at

April 01, 2024 of Hyper March 31, 2025 April 01, 2024 of Hyper year March 31, 2025 March 31, 2025
Inflation Inflation
Plant and machinery 1,600.92 - - 1,600.92 1,520.84 - - 1,520.84 80.08
TOTAL - B 1,600.92 - - - 1,600.92 1,520.84 - - - 1,520.84 80.08
TOTAL - C=A+B 43,734.01 377.68 3,616.11 117.49 47,610.31 27,811.45 198.66 1,630.53 97.15 29,543.49 18,066.82

BL ANK
L EFT
NA LLY
NTIO
INTE

Annual Report 2024-25

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
 Amounts in Indian Rupees in lakhs, except as otherwise stated
Particulars GROSS BLOCK DEPRECIATION WRITTEN
DOWN VALUE

As at Effect Additions Disposal As at As at Effect For the Disposal As at As at

April 01, 2023 of Hyper March 31, 2024 April 01, 2023 of Hyper year March 31, 2024 March 31, 2024
Inflation Inflation
Free Hold Land 1,627.30 - - - 1,627.30 - - - - - 1,627.30
Buildings 11,322.14 - 30.59 - 11,352.73 4,014.56 - 325.05 - 4,339.61 7,013.12

TD Power Systems Limited

Plant and machinery 24,715.74 - 1,664.42 112.31 26,267.85 18,885.37 - 1,220.04 37.98 20,067.43 6,200.42
Office Equipments 469.53 - 51.66 14.79 506.40 328.09 - 43.53 13.89 357.73 148.67
Furniture and Fixtures 419.37 - 13.03 - 432.40 358.70 - 21.64 - 380.34 52.06
Computers (including 946.30 - 266.01 82.10 1,130.21 750.04 - 135.86 78.10 807.80 322.41
computer servers &
networks)
Communication 22.30 - - - 22.30 21.50 - 0.03 - 21.53 0.77
Equipments
Motor Vehicles 540.96 - 286.49 33.55 793.90 274.99 - 69.97 28.79 316.17 477.73
TOTAL - A 40,063.64 - 2,312.20 242.75 42,133.09 24,633.25 - 1,816.12 158.76 26,290.61 15,842.48

PROPERTY, PLANT AND EQUIPMENT - RESEARCH & DEVELOPMENT

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Particulars GROSS BLOCK DEPRECIATION WRITTEN

DOWN VALUE

As at Effect Additions Disposal As at As at Effect For the Disposal As at As at

Corporate Overview

April 01, 2023 of Hyper March 31, 2024 April 01, 2023 of Hyper year March 31, 2024 March 31, 2024
Inflation Inflation
Plant and machinery 1,600.92 - - - 1,600.92 1,483.69 - 37.15 - 1,520.84 80.08
TOTAL - B 1,600.92 - - - 1,600.92 1,483.69 - 37.15 - 1,520.84 80.08
TOTAL - C=A+B 41,664.56 - 2,312.20 242.75 43,734.01 26,116.94 - 1,853.27 158.76 27,811.45 15,922.56
Note:
NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

A. The borrowings and non fund based facilities from Bank of Baroda, Kotak Mahindra Bank & HDFC Bank are secured by first pari-passu charge by way of:
Statutory Reports

1. Equitable mortgage of unit-1 of factory comprising of factory land and buildings situated at plot nos.27,28,29 & 30A area, 25304 sq. mts Phase-I KIADB Dabaspet
Industrial Area, Yedehalli Village, Bengaluru Rural District, Bengaluru.
2. Equitable mortgage of unit-II of factory comprising of factory land and buildings situated at [Link].59/2, area 4 acres 33 gunta (19526 Sq. mts including 7 gunta
kharaba land) yedahalli village Dabaspet, Bangalore.
3. Equitable mortgage of unit-II of factory comprises of factory land and buildings situated [Link]. 55 (Part1), 56/1, 56/2, 57 & 58 Yedehalli Village, Dabaspet Bangalore
Rural District, Bangalore measuring 12.55 acres.
4. Hypothecation charge on entire plant and machinery of the company Present and Future.
Financial Statements

B. The Group does not hold any Benami Property which is either recorded or not recorded in the books of account and there are no proceedings initiated or pending against the
Company for holding any Benami property under the Benami Transactions (Prohibition) Act,1988 and rules made thereunder. Accordingly, no disclosure made in this regard.
C. The Parent company & Indian subsidiary has not revalued its Property, plant and equipment during the year.

209
NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

3 CAPITAL WORK-IN-PROGRESS

Particulars As at As at
March 31, 2025 March 31, 2024
Plant and Machinery 358.15 41.09
Factory Building 1,300.79 14.81
1,658.94 55.90

Capital work-in-progress ageing schedule

Particulars Less than 1-2 Years 2-3 Years More than Total
1 year 3 years
Projects in progress:
As at March 31, 2025
Plant and Machinery 339.27 18.88 - - 358.15
Factory Building 1,300.79 - - - 1,300.79
1,640.06 18.88 - - 1,658.94
As at March 31, 2024
Plant and Machinery 41.09 - - - 41.09
Factory Building 14.81 - - - 14.81
55.90 - - - 55.90

Movement in Capital work-in-progress

Particulars As at As at
March 31, 2025 March 31, 2024
Opening Balance 55.90 23.50
Additions during the year 1,639.65 55.90
Capitalisation during the year 36.61 23.50
Closing Balance 1,658.94 55.90

4 RIGHT OF USE ASSETS

Lease-hold land
Particulars As at As at
March 31, 2025 March 31, 2024
Balance at the beginning of the year 1,720.07 -
Add: Additions during the year (Refer note below) - 1,720.07
Balance at the end of the year 1,720.07 1,720.07

The following is the break-up of current and non-current lease liabilities as at

Particulars As at As at
March 31, 2025 March 31, 2024
Current lease liabilities 0.22 0.06
Non-current lease liabilities 0.82 0.89
1.04 0.95

210 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

The following is the movement in lease liabilities during the

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Balance at the beginning of the year 0.95 -
Add: Additions during the year 0.09 0.95
Balance at the end of the year 1.04 0.95

The table below provides details regarding the contractual maturities of lease liabilities :
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Up to one year 0.22 0.06
From one to 5 years 0.34 0.31
More than 5 Years 0.48 0.58
These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s
incremental borrowing rate.

Others
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Interest on lease liabilities * - -
Expenses relating to short-term leases 182.12 102.04
Total cash outflows for leases 182.12 102.04

* Interest on lease liabilities for the year is less than ` 10,000. Hence reported as Nil.

Note:

The Karnataka Industrial Areas Development Board (KIADB) has on terms & conditions stated in its letter dated
November 27, 2023 allotted 15.00 acres of land at Japanese Industrial Township, Vasanthanarasapura 3rd Phase Industrial
Area, Tumkur, Karnataka to the Company for setting up a facility to manufacture “Electrical Generators, Motors, their
sub-assemblies and Parts”. The Company has received possession certificate for the said land on January 30, 2024 and
entered into “Lease cum Sale Agreement” on March 11, 2024 for a period of 10 years. The lease cum sale agreement has
been since registered on May 17, 2024.

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TD Power Systems Limited 211

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

5 OTHER INTANGIBLE ASSETS

Particulars As at As at
March 31, 2025 March 31, 2024
Softwares:
Gross block (at deemed cost) as at the beginning of the year 301.32 253.32
Additions during the year - 48.00
Gross block at the end of the year 301.32 301.32
Accumulated amortisation at the beginning of the year 123.25 67.79
Amortisation for the year 56.61 55.46
Accumulated amortisation at the end of the year 179.86 123.25
NET CARRYING VALUE -A 121.46 178.07
Technical Knowhow:
Gross block (at deemed cost) as at the beginning of the year 2,234.46 1,878.62
Additions during the year 378.03 355.84
Gross Block at the end of the year 2,612.49 2,234.46
Accumulated amortisation at the beginning of the year 1,481.91 1,244.61
Amortisation for the year 310.69 237.30
Accumulated amortisation at the end of the year 1,792.60 1,481.91
NET CARRYING VALUE - B 819.89 752.55
NET CARRYING VALUE - A+B 941.35 930.62

FINANCIAL ASSETS - NON CURRENT

6 INVESTMENTS

Particulars Number of Securities

As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
A Investments carried at amortised cost
Investments in Non-convertible Debentures
(quoted)
Tata Capital Financial Services Limited @ 8.50% - 100,000 - 997.96
(Matured on 26.08.2024)
B Investment carried at fair value through Profit and
Loss (FVTPL)
Investments in Equity Shares - (fully paid up)
(unquoted)
The Shamrao Vithal Co-operative Bank limited 2,000 2,000 0.50 0.50
Total (A+B) 0.50 998.46
Additional Information:
Aggregate carrying value of quoted Non- - 997.96
convertible debentures
Market value of quoted Non Convertible - 1,049.80
Debentures
Aggregate carrying value of unquoted shares 0.50 0.50

212 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

7 OTHER FINANCIAL ASSETS:

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured , Considered good)
Security deposits - electricity deposit 154.64 133.09
Bank deposits with more than 12 months maturity - 101.00
Security deposit for others 2.08 2.08
156.72 236.17

8 OTHER NON CURRENT ASSETS:

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured , Considered good)
Capital advances (net of provision) 1,410.94 759.25
Advance tax (net of provision) 585.15 585.15
Balance with government authorities - GST Refund receivable 361.14 183.04
Prepaid Expenses 0.15 8.40
Gratuity- Excess of fair value of plan assets over defined benefit obligation 246.32 285.59
2,603.70 1,821.43

CURRENT ASSETS:

9 INVENTORIES:

Particulars As at As at
March 31, 2025 March 31, 2024
(Valued at lower of cost or net realisable value)
Raw materials 17,571.08 12,885.52
Work in progress 11,233.14 9,341.68
Work in progress - Spares 3,087.97 1,367.21
Finished Goods with Subsidiary Companies 4,512.87 1,122.36
Stock in trade 724.38 127.90
Goods in transit:
Raw materials 528.95 131.84
(Refer accounting policy No. 1.12 for valuation of inventories) 37,658.39 24,976.51
Note: There are no allowances towards slow and non-moving items during the year.

CURRENT FINANCIAL ASSETS

10 TRADE RECEIVABLES (CARRIED AT AMORTISED COST)

Particulars As at As at
March 31, 2025 March 31, 2024
Trade receivable, considered good and secured under letter of credit 2,569.87 1,604.06
Trade receivable, Unsecured and considered good 41,164.02 29,143.88
Trade receivable, Unsecured and credit impaired 772.61 636.27
Less: Expected credit loss allowance (Refer Note 41(C)) (772.61) (636.27)
Trade receivables 43,733.89 30,747.94

TD Power Systems Limited 213

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Notes:

(a) Trade Receivables ageing schedule

Particulars As at As at
March 31, 2025 March 31, 2024
Undisputed Trade receivables - considered good
Not Due 41,014.38 20,859.95
Less than 6 months 1,500.08 8,712.78
6 months - 1 years 956.79 120.39
1 - 2 years 149.47 554.34
2 - 3 years 70.73 0.21
More than 3 years 33.96 348.90
Undisputed Trade Receivables - credit impaired
More than 3 years 625.94 636.27
Less: Expected credit loss allowance (on receivables considered doubtful) (625.94) (636.27)
Disputed Trade receivables
More than 3 years 155.15 151.37
Less: Expected credit loss allowance (on receivables considered doubtful) (146.67) -
43,733.89 30,747.94
(b) No trade or other receivable are due from directors or other officers of the company either severally or jointly with
any other person. Further, there are no trade or other receivables which are due from firms or private companies in
which any director is a partner, a director or a member except as disclosed in note 44 to the financial statement.
(c) Trade receivable are non interest bearing and are generally on terms of 0 to 180 days. [Refer note 41C]
(d) There are no trade receivables under dispute or which have significant increase in credit risk or credit impaired as
per the information available with the Company except as disclosed above.

11 CASH AND CASH EQUIVALENTS:

Particulars As at As at
March 31, 2025 March 31, 2024
Balances with banks
In current accounts 5,803.37 2,692.75
In EEFC Account 790.81 938.57
In bank deposit accounts with original maturity less than 3 months 900.00 3,800.00
In Cash Credit Account (Refer Note No.20) - 180.65
Cash on hand 2.12 3.66
7,496.30 7,615.63

12 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

Particulars As at As at
March 31, 2025 March 31, 2024
Balance in unclaimed dividend account 2.98 2.57
Balance with bank in respect of TDPS ESOP Trust 15.23 14.83
Bank deposits with less than 12 months maturity 6,946.32 9,312.55
Deposits (Under lien) with bank as Margin money towards bank guarantee 5,433.71 4,190.70
12,398.24 13,520.65

214 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

13 OTHER FINANCIAL ASSETS

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, Considered good)
Earnest money deposit 29.41 59.57
Balance with government authorities - GST Refund receivable * 2,802.69 1,335.88
Interest accrued on term deposits 394.23 430.95
Security deposit for rented premises 33.56 32.11
Interest accrued on Non Convertible Debentures - 49.84
Accrued Export incentives 496.21 185.59
Unbilled Revenue 44.27 9.49
Mark to market gain on forward contracts (Refer Note No.41B) 181.98 114.23
Employee Advance 102.76 57.19
4,085.11 2,274.85

14 CURRENT TAX ASSET - NET

Particulars As at As at
March 31, 2025 March 31, 2024
Advance tax net of provision 30.76 12.38
30.76 12.38

15 OTHER CURRENT ASSETS (UNSECURED , CONSIDERED GOOD)

Particulars As at As at
March 31, 2025 March 31, 2024
Advance paid to suppliers (other than capital advances) 2,314.40 2,350.93
Balance with Government authorities - Input Tax credit 3,018.42 322.39
Prepaid Expenses 465.45 196.06
Expenditure tax - (Relating to foreign operations) 27.33 67.69
Others 3.34 10.85
5,828.94 2,947.92
* The Indian Subsidiary has accumulated Service tax and GST credit of ` 739.61 lakhs (PY: ` 739.07 lakhs). During the
current financial year there was no operation in the said subsidiary company, as a result there was no movement in
the GST balance. However the accumulated credit in this account will be utilised by the said subsidiary company
on appropriate business opportunity.

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TD Power Systems Limited 215

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

16 EQUITY SHARE CAPITAL

Particulars As at As at
March 31, 2025 March 31, 2024
Authorised Capital
Equity shares of `2/- each
Number of equity shares - Absolute numbers 175,000,000 175,000,000
Amount of Equity Share Capital (in `) 3,500.00 3,500.00
Issued, subscribed and fully paid up capital
Equity shares of `2/- each
Number of equity shares - Absolute numbers 156,183,612 156,170,101
Amount of Equity Share Capital (in `) 3,123.67 3,123.40

Reconciliation of the number of equity shares outstanding and the amount

of equity share capital at the beginning and at the end of the year
Number of equity shares - Absolute numbers
Shares outstanding at the beginning of the year 156,170,101 156,042,635
Shares issued during the year 13,511 127,466
Shares outstanding at the end of the year 156,183,612 156,170,101
Amount of Equity Share Capital
Share capital outstanding at the beginning of the year 3,123.40 3,120.85
Shares issued during the year 0.27 2.55
Share capital outstanding at the end of the year 3,123.67 3,123.40
Other Information:
I The Company has only one class of equity shares having par value of `10/- each (sub-divided into ` 2/- each). Each
holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting.
II In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all liabilities. The distribution will be in proportion to the number of equity
shares held by the shareholders.
III For the period of five years immediately preceding the date as at which the Consolidated Balance Sheet is prepared:
a. No shares allotted pursuant to a contract without consideration being received in cash.
b. No shares allotted as fully paid up by way of bonus shares
c. No shares were bought back
IV The particulars of employee stock option is given in note no.50. There were no other shares reserved for issue under
options and contracts/commitments for the sale of shares/disinvestment.
V There were no calls unpaid or forfeited shares.

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216 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

VI Shares held by promoters & promoter group - Refer Note 16(I) above
Current Year
Promoter Name As at March 31, 2025 As at March 31, 2024 % Increase (Decrease)
No of shares % No of shares % during the year
Saphire Finman Services LLP 23,958,225 15.34% 23,958,225 15.34% 0.00%
(formerly known as Saphire
Finman Services Private
Limited)
Nikhil Kumar 17,465,320 11.18% 19,193,320 12.29% (9.00%)
Hitoshi Matsuo 10,040,486 6.43% 10,040,486 6.43% 0.00%
Promoter Group:
Aarya Sankaran Kumar 294,630 0.19% 245,530 0.16% 20.00%
Sagir Mohib Khericha 120,000 0.08% 80,000 0.05% 50.00%
Previous Year
Promoter Name As at March 31, 2024 As at March 31, 2023 % Increase (Decrease)
No of shares % No of shares % during the year
Saphire Finman Services LLP 23,958,225 15.34% 25,132,165 16.09% (4.67%)
(formerly known as Saphire
Finman Services Private
Limited)
Nikhil Kumar 19,193,320 12.29% 23,193,320 14.85% (17.25%)
Mohib N Khericha - 0.00% 19,154,800 12.27% (100.00%)
Hitoshi Matsuo 10,040,486 6.43% 16,176,270 10.36% (37.93%)
Promoter Group:
Aarya Sankaran Kumar 245,530 0.16% 245,530 0.16% 0.00%
Chartered Capital & Investment - 0.00% 5,671,260 3.63% (100.00%)
Ltd.
Lavanya Sankaran - 0.00% 638,250 0.41% (100.00%)
Sagir Mohib Khericha 80,000 0.05% 80,000 0.05% 0.00%
Sofia Mohib Khericha - 0.00% 1,000,000 0.64% (100.00%)
VII Particulars of equity share holders holding more than 5% of the total paid up equity share capital:

Current Year
As at March 31, 2025
% No of shares
a. Saphire Finman Services LLP (formerly known as Saphire Finman Services Private 15.34% 23,958,225
Limited)
b. Nikhil Kumar 11.18% 17,465,320
c. Nippon Life India Trustee Limited 7.98% 12,458,312
d. Hitoshi Matsuo 6.43% 10,040,486
Previous Year
As at March 31, 2024
% No of shares
a. Saphire Finman Services LLP (formerly known as Saphire Finman Services Private 15.34% 23,958,225
Limited)
b. Nikhil Kumar 12.29% 19,193,320
c. Hitoshi Matsuo 6.43% 10,040,486
d. Nippon Life India Trustee Limited 7.22% 11,275,320
e. Aditya Birla Sun Life Trustee Private Limited 5.34% 8,338,970
Note: The above disclosed information is as per the records/registers including Members register maintained by the
Registrar of the Company as at the year end.

TD Power Systems Limited 217

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

17 OTHER EQUITY

Particulars As at As at
March 31, 2025 March 31, 2024
Reserves & Surplus:
17.1 Capital Reserve (Refer Note No 1.1)
As at the beginning of the year 718.29 718.29
As at the end of the year - A 718.29 718.29
17.2 Securities Premium
As at the beginning of the year 17,750.75 17,728.55
Add: Transfer from Share option outstanding account 2.27 22.20
As at the end of the year - B 17,753.02 17,750.75
17.3 Capital Redemption Reserve
As at the beginning of the year 230.42 230.42
Add: Transfer from Securities Premium for shares bought back during - -
the year
As at the end of the year - C 230.42 230.42
17.4 General Reserve
As at the beginning of the year 3,385.35 3,369.92
Add: Transfer from Share option outstanding account - 15.43
As at the end of the year - D 3,385.35 3,385.35
17.5 Retained earnings
As at the beginning of the year 45,551.07 36,566.34
Less: Dividend (`0.50 per share (Previous year: `0.70 per share)) (Refer (937.10) (780.85)
Note No.49(b))
Less: Interim Dividend - `0.50 per equity share of `2 each (Previous (937.10) (780.85)
Year: `0.50) (Refer Note 49(a))
Add: Profit for the year as per statement of profit and loss 17,457.51 11,834.92
Add/(less): Remeasurement of defined benefit plan for the year (net of (88.36) (125.88)
tax)
Less: Transfer from other comprehensive Income - (1,181.60)
Less: Balance carrying value of shares in respect of ESOP exercised - 18.99
during the year transferred to Retained Earnings
As at the end of the year - E 61,046.02 45,551.07
17.6 Stock Options Outstanding Account
As at the beginning of the year 39.55 66.97
Add: Addition during the year 55.20 35.54
Less: Amount transferred to shares purchased by ESOP Trust in respect - (25.33)
of ESOP exercised during the year
Less: Amount transferred to general reserve on cancellation of ESAR - (15.43)
Less: Amount transferred to securities premium on exercise of ESAR by (2.27) (22.20)
the employees of the Company
As at the end of the year - F 92.48 39.55

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218 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars As at As at
March 31, 2025 March 31, 2024
17.7 Shares Purchased by ESOP Trust
As at the beginning of the year (0.00) (26.60)
Adjustment for:
Equity Shares of `10 each purchased during the year - 20.72
Proceeds from ESOP exercised received - -
Amount transferred to shares purchased by ESOP Trust in respect of - 24.87
ESOP exercised during the year
Balance carrying value of shares in respect of ESOP exercised during the - (18.99)
year transferred to Retained Earnings
Dividend received during the year on the shares held by the ESOP Trust - -
As at the end of the year - G - (0.00)
17.8 Other Comprehensive Income:
Exchange difference on translation of foreign operations
As at the beginning of the year (285.48) (1,322.77)
Add: Transferred from statement of profit and loss (33.33) (144.30)
Less: Transferred to Retained earnings - 1,181.59
As at the end of the year - H (318.81) (285.48)
Total (A+B+C+D+E+F+G+H) 82,906.77 67,389.95
17.9 The Remeasurements gains in respect of employee benefits included
under retained earnings are as under:
As at the beginning of the year (202.02) (76.14)
Remeasurements gain/(loss) on defined benefit plans (118.08) (168.22)
Income tax effect on above 29.72 42.34
Balance at the end of the year (290.38) (202.02)
Note:
Nature and purpose of other reserves:
a. Securities premium is used to record the premium on issue of shares. This is utilised in accordance with the
provisions of the Companies Act, 2013.
b. General Reserve: General reserve is appropriation of the net profit in respect of reserves created pursuant to the
provisions of the Companies Act, 1956 with respect to declaration of dividend. Such mandatory transfer to general
reserve is not prescribed under the Companies Act, 2013.
c. Capital Redemption Reserve: The capital redemption reserve represents the face value (`10) of the shares bought
back. This is created by transfer from securities premium as per requirement of Sec.69 of the Companies Act, 2013.
d. Retained Earning: Retained earnings are the profits that the Company has earned till date, less transfer to general
reserve, dividend or other distribution paid to shareholders.
e. Stock Option Outstanding Account: The balance in this account represents the Employee Share based remuneration
debited to the Statement of Profit and Loss after adjustments for ESOPs/ESARs exercised.
f. Shares Purchased by ESOP Trust: The shares held by the ESOP Trust are treated as treasury shares and included
under other equity.

18 PROVISIONS:

Particulars As at As at
March 31, 2025 March 31, 2024
Provision for employee benefits towards compensated absences 886.17 708.72
(Refer Note No. 43)
886.17 708.72

TD Power Systems Limited 219

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

19 DEFERRED TAX LIABILITY

Particulars As at As at
March 31, 2025 March 31, 2024
Deferred tax liability:
On account of depreciation on Property, plant and equipment and Intangible 882.38 810.55
assets
Deferred tax asset:
On account of timing differences in recognition of expenditure 605.59 774.37
Net Deferred tax liability/(asset) 276.79 36.18
Movement of Deferred tax liability/(asset)

Particulars Opening Recognition Closing balance

balance in statement of
profit and loss
As at March 31, 2025
Deferred tax liability:
On account of depreciation on property, plant and equipment 810.55 71.83 882.38
and amortisation of intangible assets
Deferred tax asset:
On account of timing differences in recognition of 774.37 (168.78) 605.59
expenditure
Total Deferred tax liability 36.18 240.59 276.79
As at March 31, 2024
Deferred tax liability:
On account of depreciation on property, plant and equipment 836.34 (25.79) 810.55
and amortisation of intangible assets
Deferred tax asset:
On account of timing differences in recognition of 526.47 247.90 774.37
expenditure
Total Deferred tax liability 309.87 (273.69) 36.18

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220 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

20 BORROWINGS

Particulars As at As at
March 31, 2025 March 31, 2024
Secured loans from bank:
Working Capital Borrowings
Loans repayable on demand
- Rupee loan from Banks - Cash Credit 1,220.75 -
1,220.75 -
Additional Information:
Details of security for secured loans:
1,220.75 -
Loans from Bank of Baroda is secured by first pari-passu charge along with
Kotak Mahindra Bank & HDFC Bank on all the current assets of the Company
(present and future) excluding the current assets relating to orders from a
particular customer which are exclusive first charge in favour of Bank of
Baroda.
The loans are further collaterally secured as under: -
1.  Equitable mortgage of unit-1 of factory comprising of factory land and
buildings situated at plot nos.27,28,29 & 30A area, 25304 sq. mts Phase-I
KIADB Dabaspet Industrial Area, Yedehalli Village, Bengaluru Rural
District, Bengaluru.
2. 
Equitable mortgage of unit-II of factory comprising of factory land and
buildings situated at [Link].59/2, area 4 acres 33 gunta (19526 Sq. mts
including 7 gunta kharaba land) yedahalli village Dabaspet, Bangalore.
3. 
Equitable mortgage of unit-II of factory comprises of factory land and
buildings situated [Link]. 55 (Part1), 56/1, 56/2, 57 & 58 Yedehalli Village,
Dabaspet Bangalore Rural District, Bangalore measuring 12.55 acres.
4. 
Hypothecation charge on entire plant and machinery of the company
Present and Future.
All the above are common securities for all fund based and non-fund based
facilities obtained by the Company.
Loan from Kotak Mahindra Bank is secured by first pari-passu charge with
Bank of Baroda on all existing and future receivable/current assets of the
Company excluding the current assets relating to orders from a particular
customer.
Loan from HDFC Bank Limited is secured on all existing and future
receivable/current assets of the Company excluding the current assets
relating to orders from a particular customer.
Interest at 9.55% p.a.(PY: 9.25% p.a.) is applicable on Rupee loans from Bank
of Baroda which will be reviewed annually
Interest at 10.35% p.a.(PY: 10.15% p.a.) is applicable on Rupee loans from
Kotak Mahindra Bank Limited which will be reviewed annually
Interest at 8.90% p.a. (PY: 9.19%) is applicable on Rupee loans from HDFC
Bank Limited which will be reviewed annually
There is no default in repayment of borrowings and interest as on balance
sheet date

TD Power Systems Limited 221

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

21 LEASE LIABILTIES

Particulars As at As at
March 31, 2025 March 31, 2024
Lease Liability 1.04 0.95
1.04 0.95
Classification of current and Non-Current:
Current Liability 0.22 0.06
Non-Current Liability 0.82 0.89

22 TRADE PAYABLES

Particulars As at As at
March 31, 2025 March 31, 2024
Total outstanding dues of micro enterprises and Small enterprises * 2,380.30 2,487.10
Total outstanding dues of creditors other than micro enterprises and Small 20,705.56 11,510.88
enterprises
23,085.86 13,997.98
All trade payables are non interest bearing and payable or settled within
normal operating cycle of the company
Additional Information:
* The details of amounts outstanding to Micro, Small and Medium Enterprises
under Micro Small and Medium Enterprises Development Act, 2006 (MSMED
Act), based on the available information with the Group are as under:
1. Principal amount due and remaining unpaid 2,380.30 2,487.10
2. Interest due on (1) above and the unpaid interest 284.52 19.83
3. 
The amount of interest paid by the buyer in terms of section 16 of Micro, - -
Small and Medium Enterprises Development Act, 2006 (27 of 2006),
along with the amount of the payment made to the supplier beyond the
appointed day during each accounting year.
4. 
The amount of interest due and payable for the period of delay in making - -
payment (which has been paid but beyond the appointed day during the
year) but without adding the interest specified under the Micro, Small
and Medium Enterprises Development Act, 2006.
5. 
The amount of interest accrued and remaining unpaid at the end of each 284.52 19.83
accounting year.
6. 
The amount of further interest remaining due and payable even in the 526.30 242.41
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the Micro, Small and Medium
Enterprises Development Act, 2006.
The amount due to micro, small and medium enterprises is based on the
information received and available with the Company which increased
pursuant to amendment to Sec.43B(h) of Income tax Act, 1961. There are
no dues payable to micro, small and medium enterprises which are under
dispute.

222 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars As at As at
March 31, 2025 March 31, 2024
Trade payables ageing schedule:
Outstanding dues to MSME
Less than 1 year 2,380.30 2,487.10
Outstanding dues to Others
Less than 1 year 20,685.55 11,490.88
Disputed outstanding dues to Others
More than 3 years 20.00 20.00
23,232.86 13,997.98

23 OTHER FINANCIAL LIABILITIES

Particulars As at As at
March 31, 2025 March 31, 2024
Unclaimed Dividends * 2.98 2.57
Payable on account of capital purchase 398.42 -
Outstanding Liabilities in respect of accrued expenses 8,891.96 8,246.18
Earnest Money Deposit 2.15 2.15
Employee benefits payable 857.64 677.16
Due to Director 4.28 4.17
10,157.43 8,932.23
* Does not include any amount which are required to be credited to investor education and protection fund as at the
year end.

24 OTHER CURRENT LIABILITIES

Particulars As at As at
March 31, 2025 March 31, 2024
Advance received from customers 12,672.68 7,370.88
Duties and taxes payable 225.46 323.08
12,898.14 7,693.96

25 PROVISIONS

Particulars As at As at
March 31, 2025 March 31, 2024
Provision for warranties (Refer Note No 47) 620.88 474.95
Provision for employee benefits towards compensated absences (Refer Note 31.10 36.80
No. 43)
651.98 511.75

TD Power Systems Limited 223

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

26 CURRENT TAX LIABILITIES (NET)

Particulars As at As at
March 31, 2025 March 31, 2024
Provision for taxation (net of advance tax) * 1,171.13 1,385.97
1,171.13 1,385.97
* Includes provisions (net of tax paid) held for earlier years pending completion of assessments/ appellate proceedings.

27 REVENUE FROM OPERATIONS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Sale of Goods
- AC generators 99,944.30 69,275.82
- AC generator spares/components 20,134.18 20,333.61
- Spares & after market business - Domestic 682.18 378.50
- Spares & after market business - Overseas Branch 2,126.88 3,524.04
- From Subsidiary offices 37,579.40 15,985.42
Total 160,466.94 109,497.39

Sale of services 2,933.10 3,600.60

Sale of scrap 2,230.52 2,463.44
Total 165,630.56 115,561.43
Less:
Sales to Japan Branch 1,511.54 1,188.11
Sales to Subsidiaries 36,242.85 14,321.33
Total 127,876.17 100,051.99
Disaggregation of revenue information
At Point in time (product/service) 162,697.46 111,960.83
Overtime 2,933.10 3,600.60

28 OTHER INCOME

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Interest income on financial asset - Bank Deposits 1,097.66 1,020.41
Interest income on financial assets - non convertible debentures carried at 35.57 130.53
amortised cost
Foreign exchange fluctuation/MTM gain (Net of loss) 1,086.30 343.27
Income from Renting of equipments - 13.60
Miscellaneous income 145.42 112.80
Total 2,364.95 1,620.61

224 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

29 CONSUMPTION OF RAW MATERIALS, STORES, SPARE PARTS & COMPONENTS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Stock at the beginning of the year 12,803.93 9,245.86
Add: Purchases 94,069.96 70,285.08
Less: Stock at the end of the year 17,571.08 12,803.93
Total 89,302.81 66,727.01
Consumption of major raw materials consists of:
Copper (wires, strips, rods, sheet etc.) 20,143.77 13,993.18
Steel/ Laminations 12,315.00 11,794.81
Shaft Forgings 6,124.89 4,286.97
Stores & spare parts 1,060.46 730.27
Others 49,658.69 35,921.78
Total 89,302.81 66,727.01

30 PURCHASES FOR SPARES & AFTER MARKET BUSINESS (NET OF CHANGES IN INVENTORIES OF STOCK IN TRADE)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024

Inventory at the beginning of the year 127.90 1,478.69

Add: Purchases for Projects Business 1,299.27 560.88

Less: Inventory at the end of the year 724.38 127.90

Total 702.79 1,911.67

31 CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Inventory at the beginning of the year
Work in progress - A C Generators 10,708.89 8,062.23
Finished goods -A C Generators at Subsidiary 1,203.95 730.63
11,912.84 8,792.86

Less: Inventory at the end of the year

Work in progress - A C Generators 14,321.11 10,708.89
Finished goods -A C Generators at Subsidiary 4,512.87 1,203.95
18,833.98 11,912.84
Net (Increase) / Decrease (6,921.14) (3,119.98)

TD Power Systems Limited 225

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

32 EMPLOYEE BENEFITS EXPENSE

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Salaries and wages (Refer Note No.50) 8,453.00 7,677.64
Contribution to provident and other funds 635.19 553.32
Remuneration to whole time directors including contribution to provident 1,004.74 773.83
and other Funds (Refer Note No.44)
Director Sitting fees 30.80 37.50
Share based remuneration to employees (Refer Note No.50) 55.20 35.54
Staff welfare expenses 2,195.95 1,700.31
Total 12,374.88 10,778.14

33 FINANCE COSTS

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Interest 305.84 30.96
Total 305.84 30.96

34 DEPRECIATION AND AMORTISATION EXPENSES

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Depreciation on property, plant and equipments 1,630.54 1,816.11
Less: Depreciation on account of hyper inflationary reinstatement (27.99) -
Amortisation of intangible assets 367.30 292.76
Total 1,969.85 2,108.87

K
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226 Annual Report 2024-25

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

35 OTHER EXPENSES

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Power and fuel 1,123.45 1,054.48
Rent (Refer Note No.45) 182.12 102.04
Repairs and maintenance
- Buildings 87.71 93.48
- Machinery 727.05 688.03
- Others 70.19 49.89
Insurance 215.21 147.10
Manufacturing expenses 146.21 382.75
Rates and taxes 218.35 85.03
Payment to the auditors (excluding GST):
- auditor fees (including audit of consolidated financial statements) 16.56 16.45
- for Limited review of quarterly financial results including consolidated 10.05 10.05
financial results
- for taxation matters - -
- for other services - Certification fees 1.88 2.08
Legal and professional charges 916.76 760.04
Royalty 71.61 170.89
Travelling and conveyance 1,699.58 1,410.79
Bank charges 464.93 361.64
Software expenses 639.06 307.19
Corporate Social Responsibility (Refer Note No. 48) 242.45 144.13
Vehicle maintenance 82.73 102.14
Postage, Telegrams and Telephones 55.31 67.65
Printing & Stationery 55.88 49.41
Provision for doubtful debts 136.34 -
Carriage, freight and Selling expenses 2,025.50 881.23
Donations 4.34 13.33
Loss on sale of property, plant and equipment 6.17 3.28
Advertisement 57.49 85.73
Subscription to Technical Associations, Journals and Magazines 43.28 13.71
Miscellaneous Expenses 40.53 13.19
Total 9,340.74 7,015.73
36 The Holding Company and subsidiary incorporated in India are in compliance with the requirement of Section
2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

TD Power Systems Limited 227

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

37 COMPONENTS OF OTHER COMPREHENSIVE INCOME (OCI)

Particulars As at As at
March 31, 2025 March 31, 2024
Items that will not to be reclassified to profit or loss:
Re-measurement gains/ (losses) on defined benefit plans (118.08) (168.22)
Income tax on Defined benefit plans 29.72 42.34
Items that will be reclassified to profit or loss:
Exchange difference on translation of foreign operations (28.95) (166.57)
Income tax on exchange difference on translation of foreign operations (4.38) 22.27
(121.69) (270.18)

38 EARNINGS PER SHARE

Particulars As at As at
March 31, 2025 March 31, 2024
EARNINGS PER SHARE : - BASIC
Profit for the year after tax expense 17,457.51 11,834.92
Weighted average number of equity shares (net of treasury shares) outstanding 156,180,650 156,134,520
during the year - Refer Note 16(I)
Earnings per share (in `) 11.18 7.58
Face Value of Equity share (in `) 2.00 2.00
EARNINGS PER SHARE : - DILUTED
Profit for the year after tax expense 17,457.51 11,834.92
Weighted average number of equity shares (net of treasury shares) outstanding 156,230,270 156,195,580
during the year - Refer Note 16(I)
Earnings per share (in `) 11.17 7.58
Face Value of Equity share (in `) 2.00 2.00

39 CONTINGENT LIABILITIES AND COMMITMENTS

Particulars As at As at
March 31, 2025 March 31, 2024
(to the extent not provided for)
Contingent Liabilities:
Performance Guarantees 11,159.24 10,034.93
Performance Guarantees given to customers on behalf of subsidiary companies 1,567.43 1,408.93
Advance Guarantees given to customers on behalf of subsidiary companies 69.05 -
Indirect Tax demand disputed by the company 6.89 6.89
Income Tax demand disputed by the company * 1,986.03 2,011.64
Other sums for which the Company is contingently liable 10.42 7.72

228 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

The management believes, based on internal assessment and / or legal advice, that the probability of an ultimate adverse
decision and outflow of resources of the Group is not probable and accordingly, no provision for the same is considered
necessary.
* During May 2021, the company has received demand from Income tax department of `1,942.67 lakhs for AY 2017-18
with respect to Transfer Pricing and other disallowance u/s 143(3) r.w.s 144C (3) read with section 144B of the Income-
tax Act. The Transfer Pricing Officer (TPO) has passed an order with demand considering transfer pricing adjustment
on the overall turnover of the Company instead of restricting to transactions with Associate Enterprises. The Sales to
Associate Enterprises for the said year is `1,964.90 lakhs as compared to the Sales of the entire Company of `36,944.03
lakhs. Disputing the said order, the Company filed an objection before the Dispute Resolution panel of the Income Tax
Department at Bengaluru on May 26, 2021. Further, consequent to a writ petition filed by the Company, the operation
of the assessment order & recovery proceedings has been stayed by the Hon’ble High Court of Karnataka vide it’s order
dated June 30, 2021.
The Company has received assessment order u/s 143(3) r.w.s 260 read with section 144B of the Income Tax Act based on
directions of Dispute Resolution panel. Further, consequent to a writ petition filed by the Company, the operation of the
assessment order & recovery proceedings has been stayed by the Hon’ble High Court of Karnataka vide it’s order dated
March 21, 2022.
During the year, The Indian Subsidiary Company has received an order under section 74(9) of the Karnataka Goods &
Service Tax Act, 2017 (“KGST Act”) read with Rule 142 (1) of the Karnataka Goods & Service Tax Rules, 2017, passed by the
Deputy Commissioner of Commercial Tax (Audit)- 6.6, that the Company has availed ineligible input credit, since it has
no outward supplies and not utilised the input credit. Accordingly, the department has raised a demand for KGST and
CGST for the period from 2017-18 to 2023-24 amounting to `.824.87 lakhs (including GST of `.412.43 lakhs) The Indian
Subsidiary Company has preferred an appeal on such demand.
Commitments: As at As at
March 31, 2025 March 31, 2024
Estimated amount of contracts remaining to be executed on capital account 7,855.88 1,653.73
and not provided for (net of advances)

40 (a) THE RECONCILIATION BETWEEN INCOME TAX AND AMOUNTS COMPUTED BY APPLYING THE
STATUTORY INCOME TAX RATE

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Total Profit/(Loss) before tax (A) 23,165.35 16,220.20
Income Tax Rate (B) 25.17% 25.17%
Tax Expense - (C) = (A) X (B) 5,830.26 4,082.30
Add - tax effect of the amounts as under:
a) Expenses - not deductable for tax purpose 134.10 45.00
b) Adjustment on account of different tax rates of subsidiaries operating in (287.80) 79.44
other jurisdictions
c) Other adjustments (including eliminations) (net) 31.29 178.54
Total (D) (122.41) 302.98
Net current tax expense (E) = (C )+(D) 5,707.84 4,385.28

TD Power Systems Limited 229

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

(b) THE MOVEMENT IN DEFERRED TAX LIABILITIES (NET)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Deferred tax liabilities at the beginning of the year 36.18 309.87
- 
Change in difference between book value and WDV of property, plant 72.76 (25.42)
and equipment and other intangible assets
- Change in Provision for employee benefits disallowed (41.27) (89.98)
- Change in expenses allowable on payment 209.12 (158.29)
Deferred tax liabilities at the end of the year 276.79 36.18
Deferred tax expense/(credit) in the statement of profit and loss 240.59 (273.70)

(c) INCOME TAX EXPENSE IN THE OTHER COMPREHENSIVE INCOME CONSIST OF THE FOLLOWING

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Tax on Re-measurement (loss)/gain on defined benefit obligation 29.72 42.34
Income tax on exchange difference on translation of foreign operations (4.38) 22.27

41 FINANCIAL INSTUREMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS

A The Fair value of cash and cash equivalents, bank balances, loans, trade receivables, trade payables and others
approximates their carrying amount. Trade receivables are evaluated after taking into consideration for Expected
Credit Losses. Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique.
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable

A NK
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230 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

B Financial Assets / Liabilities Classification:

Particulars Carrying Amount
As at As at
March 31, 2025 March 31, 2024
Financial assets at fair value through Profit and Loss (FVTPL):
Investment in equity other than subsidiary - * 0.50 0.50
Mark to market gain on foreign exchange forward contracts (level 2) 181.98 114.23
(Refer Note No.13)
Financial Assets at amortised cost:
Cash and cash equivalents 7,496.30 7,615.63
Bank balances other than cash and cash equivalents 12,398.24 13,520.65
Trade receivables net of ECL 43,733.89 30,747.94
Other financial assets 4,059.85 2,396.79
Investment in Non Convertible Debentures - Fair Value NIL - 997.96
(PY `1,049.80 lakhs)
Financial liabilities at amortised cost:
Short term borrowings 1,220.75 -
Lease Liabilities 1.04 0.95
Trade payables 23,085.86 13,997.98
Other financial liabilities 10,157.43 8,932.23
* In view of the fact this investment amount is not significant and the cost is considered to be at fair value (level 3)

C Financial Risk Management

Objectives and Policies
The Group’s Financial Risk Management is an integral part of business strategies. The Group’s focus is to foresee the
unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance.
The primary market risk to the Group is foreign exchange risk. In addition, Group is exposed to the following risks
from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies
and processes for measuring and managing risk, and the Group’s management of capital. Further quantitative
disclosures are included throughout these financial statements.
The Group’s principal financial liabilities comprise short term borrowings, trade and other payables. The main
purpose of these financial liabilities is to support entity’s operations. The entity’s principal financial assets include
cash and cash equivalents, investment in Non-convertible Debentures and trade and other receivables that derive
directly from its operations.
All activities for risk management purposes are carried out by experienced teams that have the appropriate skills,
experience and supervision. It is the entity’s policy that no activities in derivatives will be undertaken except
foreign exchange forward contract. The Board of Directors review and agree policies for managing each of these
risks, which are summarised below.

TD Power Systems Limited 231

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Credit Risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The
maximum exposure to the credit risk at the reporting date is primarily from trade receivables. The customer
credit risk is managed as per Company’s established policy, procedure and controls relating to customer credit
risk management. It require different processes and policies to be followed based on the business risks, industry
practice and customer profiles.
In order to contain the business risk, the creditworthiness of the customer is through scrutiny of its financials,
status of financial closure of the project, to the extent available in public domain and if required, market reports and
reference checks. The Company remains vigilant and regularly assesses the financial position of customers during
execution of contracts with a view to restrict risks of delays and default. In view of its diversified business profile
and considering the size of the Company, credit risks from receivables are well contained on an overall basis.
The Company’s maximum exposure to credit risk at the reporting date is the carrying amount of trade receivables.
Particulars As at As at
March 31, 2025 March 31, 2024
Total Receivable 43,733.89 30,747.94
Receivable individually in excess of 10% of the receivable 20,802.97 15,287.79
Percentage of the above receivables to the total receivables of the 47.57% 49.72%
Company
Receivables in excess of 10% of individual business receivables represents receivables from two customers/group as
at March 31, 2025 and three customers/group as on March 31, 2024.

Current Year
Particulars As at
March 31, 2025
Customer A 30.01%
Customer B 17.56%

Previous Year
Particulars As at
March 31, 2024
Customer A 11.77%
Customer B 26.07%
Customer C 11.88%
Credit risk on cash and cash equivalents and balances with banks is limited as the Group generally invests in deposits
with scheduled banks. Total Cash and Cash equivalents and balances with bank (including co-operative bank) as
at March 31, 2025 is `19,894.54 lakhs (PY: `21,136.28 lakhs). Out of these balances held with banks as deposits was
`13,280.03 lakhs (PY: `17,404.25 lakhs). The details of bank deposits are below:
Particulars As at As at
March 31, 2025 March 31, 2024
Bank A 11,869.11 16,313.55
Bank B (Co-operative Bank) 400.00 500.00
Bank C 409.92 389.70
Bank D 601.00 201.00
Provision for expected credit losses
The life time expected credit loss (“ECL”) is estimated on trade receivables, other amounts due from entities where
there is no track record of short receipts. Delays in receiving payments from the customers pursuant to sale of

232 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

goods or under contracts are not considered if such delays are commonly prevalent in the industry. Other short
receipts other than arising from claims are duly considered in determining ECL.
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The
Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based
on a provision matrix. The provision matrix takes into account historical credit loss experience based on past trend.
Considering the above as well as business model of the Group, engineered-to-order products and the profile of
trade receivables, the determination of a provision based only on age analysis may not be a realistic considering
the economic and industry circumstances. Hence, the provision for expected credit loss is determined by the
management for the specific trade receivables after considering the above facts and circumstances, particularly in
view of the fact that there has no significant bad debts in the recent past.
Provision matrix (%, amounts) of ECL for trade receivables and the reconciliation of the movement in the provision
is given below.
Particulars As at As at
March 31, 2025 March 31, 2024
Total Receivable 44,506.50 31,384.21
Provision for credit loss 772.61 636.27
Percentage 1.74% 2.03%
Reconciliation of expected credit loss
Particulars As at As at
March 31, 2025 March 31, 2024
Balance at the beginning of the year 636.27 636.27
Provision for credit loss allowance made during the year 136.34 -
Balance at the end of the year 772.61 636.27
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash. The Company’s approach in managing the same is to ensure,
as far as possible, sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions.
The company’s principal sources of liquidity are cash and cash equivalents, balances with banks, investment in
non-convertible debentures and the cash flow that is generated from operations. The cash and cash equivalent and
other bank balances (including bank deposits with more than 12 months maturity) to `19,900.25 lakhs at March
31, 2025 (PY - `22,235.24 lakhs). In addition the net trade receivables as at the year end was `43,753.87 lakhs (PY:
`30,747.94 lakhs). The Company believes that the working capital is sufficient to meet its current requirements
after considering the position of trade receivables along with Cash & Bank balances. Accordingly, no liquidity risk
is perceived.
The following are the contractual maturities of non-derivative financial liabilities due within one year based on
contractual cash flows:
Particulars As at As at
March 31, 2025 March 31, 2024
Trade Payables 23,085.86 13,997.98
Borrowings 1,220.75 -
Other Payables:
Employee dues 857.64 677.16
Other dues including lease liabiltiies 9,300.01 8,255.13
Total 34,464.26 22,930.27

TD Power Systems Limited 233

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Market risk:
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates that will affect
the Company’s income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The Company also operates internationally and a major portion of the business is transacted in several currencies
and consequently the parent Company is exposed to foreign exchange risk through its sales and services and
purchases from overseas suppliers in various foreign currencies.
i) Foreign currency risk exposure -: The parent company’s and its Indian Subsidiaries exposure to foreign
currency risk at the end of reporting year, are as follows:
a) The foreign exchange forward contracts outstanding as on March 31, 2025 in respect of Euro is 3,33,00,000
is (PY: Euro 60,00,000)
b) The total foreign currency exposures as at the end of the year is as under:
In Foreign Currency in lakhs
Particulars As at March 31, 2025
USD Euro JPY Others
Assets/ Receivables 63.09 257.59 1,401.62 0.06
Liabilities (including advances) 89.73 21.15 527.55 0.02
Rupee Equivalent
Particulars As at March 31, 2025
USD Euro JPY Others
Assets/ Receivables 5,375.62 23,566.35 790.37 3.67
Liabilities (including advances) 7,587.84 1,948.80 301.81 2.20
In Foreign Currency in lakhs
Particulars As atMarch 31, 2024
USD Euro JPY Others
Assets/ Receivables 14.99 75.62 0.30 1.32
Liabilities (including advances) 38.26 11.52 393.71 0.38
Rupee Equivalent
Particulars As atMarch 31, 2024
USD Euro JPY Others
Assets/ Receivables 1,243.03 6,760.49 0.16 136.02
Liabilities (including advances) 3,139.89 1,031.90 218.43 34.77

c) Sensitivity analysis:
A strengthening or weakening of the Indian Rupee, as indicated below, against the USD, Euro, JPY and
others as at March 31, 2025 would have increased (decreased) profit or loss by the amounts shown below.
This analysis is based on foreign currency exchange rate variances that the Company considered to be
reasonably possible at the end of the reporting period. The analysis is performed on the same basis for
previous year, even though the actual foreign exchange rate variances were different.

234 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Impact on Profit or loss (before tax)

As at March 31, 2025 As at March 31, 2024
Strengthening Weakening Strengthening Weakening
5% Movement in:
USD 110.61 (110.61) 94.84 (94.84)
EURO (1,080.88) 1,080.88 (286.43) 286.43
JPY 15.09 (15.09) 10.92 (10.92)
Others (0.18) 0.18 (6.80) 6.80

ii) Interest Rate Risk:

The Company’s investments are primarily in Fixed rate interest bearing deposits and non-convertible
debentures. Also the borrowings bear fixed rate of interest which are reviewed periodically by the banks.
Hence, the Company is not significantly exposed to interest rate risks.

iii) Commodity price risk exposure:

The Company is not exposed to significant volume of commodity price risk as the Company hedges major raw
materials based on dips.

D. Capital Management:
While managing capital, the Group’s objective is to safeguard its ability to continue as a going concern, so that it can
continue to provide returns for shareholders and benefit for other stakeholders.
The Board of Directors monitors the earnings before interest, depreciation and tax (EBITDA), which the Group
defines as result from operating activities before considering finance cost, depreciation & amortisation, exceptional
items and tax expenses. The Board of Directors also monitors the level of dividends to equity shareholders.
The Group’s EBITDA excluding other income is 18.05% for the year ended March 31, 2025 in comparison to 16.73%
for the year ended March 31, 2024.
The Group monitors capital, using a medium and long term view, on the basis of a number of financial ratios
generally used by industry and by the rating agencies.

42 SEGMENT REPORTING
The company’s operation comprises of Manufacturing business & Project Business. Primary segmental reporting
comprises of Manufacturing Business & Project Business Segments. Secondary Segmental reporting is based on
geographical location of Activities. Under primary segment revenue and direct expenses, which relate to a particular
segment and which are identifiable, are reported under that segment
Certain expenses, which are not allocable to any specific segment, are separately disclosed at the enterprise level.
Cash and bank balances in India are reported at the enterprise level as the company operates common bank accounts.
Property, Plant and Equipment, Liabilities, Current assets and Current liabilities relating to specific business segments
are identified and reported. Those that are not identifiable are reported as common items.
Secondary segment is reported based on the geographical location of the company, viz., India, Japan, USA, Europe and
Turkey. Revenues in the secondary segment are based on the sales made by the branch office or subsidiaries. Sales to and
purchases from Japan branch are separately identified and reported. Property, Plant and Equipment, Current Assets
including Cash and Bank accounts, and Current Liabilities are identified based on the branch office or subsidiary to
which they relate and are reported accordingly.

TD Power Systems Limited 235

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

(i) Business segment

Current Year
Particulars Primary Segment (Amount in lakhs) Total
Manufacturing EPC Common
1 Segment Revenues
External Revenues 165,630.56 - - 165,630.56
Sales to Japan branch (1,511.54) - - (1,511.54)
Sales to Subsidiaries (36,242.85) - - (36,242.85)
Total Revenues 127,876.17 - - 127,876.17
2 Segment Results
Profit Before Taxation, 23,556.02 (12.73) (467.20) 23,076.09
Interest & Depreciation
Less: Finance cost 305.84 - - 305.84
Less: Depreciation & 1,967.66 - 2.19 1,969.85
Amortisations
TOTAL 21,282.52 (12.73) (469.39) 20,800.40
3 Unallocable & Other Income 2,364.95
Less: Tax 5,707.84
Profit after tax 17,457.51
Previous Year
Particulars Primary Segment (Amount in lakhs) Total
Manufacturing EPC Common
1 Segment Revenues
External Revenues 115,561.43 - - 115,561.43
Sales to Japan branch (1,188.11) - - (1,188.11)
Sales to Subsidiaries (14,321.33) - - (14,321.33)
Total Revenues 100,051.99 - - 100,051.99
2 Segment Results
Profit Before Taxation, 17,159.35 (11.85) (408.08) 16,739.42
Interest & Depreciation
Less: Finance cost 30.96 - - 30.96
Less: Depreciation & 2,105.95 - 2.92 2,108.87
Amortisations
TOTAL 15,022.44 (11.85) (411.00) 14,599.59
3 Unallocable & Other Income 1,620.61
including exceptional item
Less: Tax 4,385.28
11,834.92
4 Segment Assets
- Current Year 121,520.24 0.64 14,858.85 136,379.73
- Previous Year 84,471.33 0.31 19,309.45 103,781.09

236 Annual Report 2024-25

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Particulars Primary Segment (Amount in lakhs) Total

Manufacturing EPC Common
5 Segment Liabilities
- Current Year 48,849.87 0.58 1,498.84 50,349.29
- Previous Year 33,230.06 0.40 37.28 33,267.74
6 Capital Expenditure 3,994.14 - - 3,994.14
(Gross Block)
Disposal (Gross Block) (117.49) - - (117.49)
Capital Expenditure (Net of 3,876.65 - - 3,876.65
disposal) - Current Year
Capital Expenditure 4,436.11 - - 4,436.11
(Gross Block)
Disposal (Gross Block) (242.75) - - (242.75)
Capital Expenditure (Net of 4,193.36 - - 4,193.36
disposal) - Previous Year

(ii) Geographical Segment:

Particulars Segment revenue by
geographical Market
Year ended Year ended
March 31, 2025 March 31, 2024
Sales from India
Domestic Sales (including Deemed Export) 84,769.65 68,334.26
Export Sales 41,154.63 27,717.71
Sales of Overseas Branch and Subsidiary 39,706.28 19,509.46
Less: Sales to Japan branch (1,511.54) (1,188.11)
Less: Sales to subsidiaries (36,242.85) (14,321.33)
Total 127,876.17 100,051.99
Carrying amounts of Non current assets:
Particulars Carrying amounts of segment Additions to to property, plant
assets and equipment and intangible
assets (Net of deletion)
As at As at As at As at
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Located in India 21,886.82 18,202.10 3,873.91 4,291.32
Located outside India 500.36 427.05 2.74 (97.96)
Total 22,387.18 18,629.15 3,876.65 4,193.36

(iii) Information about Major customers -

The revenue from operations from customers who exceed 10% of revenue from opertations are given below.
Current Year
Particulars As at
March 31, 2025
Customer A 12.32%
Customer B 14.10%

TD Power Systems Limited 237

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Previous Year
Particulars As at
March 31, 2024
Customer A 19.84%
Customer C 13.55%

43 DISCLOSURE AS PER IND AS 19 ON 'EMPLOYEE BENEFITS

A Gratuity - Funded
The Parent Company has a defined benefit gratuity plan. Every employee who has rendered continuous service of
five years or more is entitled to gratuity at 15 days salary (15/26 X last drawn basic salary plus dearness allowance)
for each completed year of service subject to a maximum of ` 20 lakhs. The gratuity liability arises on account
of future payments, which are required to be made in the event of retirement, death in service or withdrawal.
The liability has been assessed using projected unit credit actuarial method. The Parent Company made annual
contributions to the Employee’s Group Gratuity scheme of the Life Insurance Corporation of India.
I. Movement in net defined benefit asset on Gratuity plan
Particulars Defined benefit Fair value of Net defined
obligation - A plan assets - B benefit asset (A-B)
Year ended Year ended Year ended Year ended Year ended Year ended
March March March March March March
31, 2025 31, 2024 31, 2025 31, 2024 31, 2025 31, 2024
Opening balance (Liability/ 1,725.02 1,413.54 2,010.60 1,751.48 285.58 337.94
Asset)
Included in profit or loss:
Current service cost 169.12 111.24 - - (169.12) (111.24)
Interest Income on planned - - 142.97 130.73 142.97 130.73
asset
Interest cost 115.27 99.35 - - (115.27) (99.35)
Total amount recognised in 284.39 210.59 142.97 130.73 (141.42) (79.86)
profit or loss
Included in OCI:
Actuarial loss (gain) 118.08 168.22 - - (118.08) (168.22)
Total amount recognised in 118.08 168.22 - - (118.08) (168.22)
other comprehensive income
Contributions paid by the - - 220.24 195.72 220.24 195.72
employer
Benefits paid 156.68 67.33 156.68 67.33 - -
Closing balance (Liability/ 1,970.81 1,725.02 2,217.13 2,010.60 246.32 285.59
Non current Asset)

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

II. Details of Plan assets

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Schemes of insurance - conventional products 100.00% 100.00%
100.00% 100.00%
III. Actuarial Assumptions
The following were the principal actuarial assumptions at the reporting date.
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Financial assumptions:
Discount rate 6.60% 7.00%
Salary escalation rate 7.00% 7.00%
Demographic assumption
Retirement age 58 Years 58 Years
Mortality table Indian Assured Lives Mortality
(2006-08) Ultimate
Withdrawal rate % (All ages) 3.00% 3.00%
IV. Sensitivity analysis
The sensitivity of the defined benefit obligation to changes in the significant principal assumptions is:
Particulars Year ended March 31, 2025 Year ended March 31, 2024
Increase Decrease Increase Decrease
Discount rate (1% Movement) (196.30) 230.86 (174.49) 205.60
Salary escalation rate (1% Movement) 201.00 (181.32) 193.94 172.00
Withdrawal rate (1% Movement) (4.05) 4.26 0.96 (1.37)
The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined
benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
This analysis may not be representative of the actual change in the defined benefit obligations as it is unlikely that
the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
V. Expected benefit payment of the gratuity plan in future years:
Particulars Gratuity (Funded)
Year ended Year ended
March 31, 2025 March 31, 2024
For the year ending:
Less than 1 year 83.43 75.73
Between 1-2 years 73.13 79.32
Between 2-3 years 170.83 69.99
Between 3-4 years 111.97 160.87
Between 4-5 years 105.01 105.75
Between 5-10 years 616.50 529.22
VI. Risk Exposures
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company
is exposed to various risks such as increase in salary, investment risk, discount rate, mortality, disability and
withdrawals.

TD Power Systems Limited 239

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

B Defined contribution plan - Not-funded:

The Company has recognised the following in amounts in the consolidated statement of profit & loss during the
year
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Contribution to Provident Fund 429.87 386.80
Contribution to Employee State Insurance 41.98 33.24

C Long term Leave Liability - Not-funded

The parent company provides for earned leave benefit to the employees which accrue at 15 days (maximum) for
the year. The earned leave is encashable while in service and upto a maximum of 105 days on retirement. The leave
liability has been treated as other long term benefits and has been assessed using projected unit credit actuarial
method.
I. Movement in net defined benefit liability
Particulars Defined benefit obligation
Year ended Year ended
March 31, 2025 March 31, 2024
Opening balance 744.42 632.87
Included in profit or loss:
Current service cost 201.36 171.42
Interest cost 47.41 40.87
Actuarial loss (gain) 56.94 29.86
Total amount recognised in consolidated statement of profit or loss 305.72 242.14
Benefits paid during the year 134.17 130.58
Closing balance 915.97 744.43
II. Actuarial Assumptions
The following were the principal actuarial assumptions at the reporting date.
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Financial assumptions:
Discount rate 6.60% 7.00%
Salary escalation rate 7.00% 7.00%
Demographic assumptions:
Mortality table Indian Assured Lives Mortality
(2006-08) Ultimate
Withdrawal rate % (All ages) 3.00% 3.00%
Retirement age 58 years 58 years

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

44 RELATED PARTY DISCLOSURE

Sl. Related Party Relationship

No.
1 Ravindu Motors Private Limited (Upto 17th April 2023) Companies in which director/
2 Trident Automobiles (Bangalore) Private Limited relative of director is interested
3 Nikhil Kumar, Managing Director
4 Mohib N Khericha, Chairman & Non-Executive Director
5 S. Prabhamani, Non-Executive Director
6 Prathibha Sastry, Independent Director
7 Nithin Bagamane, Independent Director (upto March 31, 2024)
Key management personnel
8 Ravi K Mantha, Independent Director (upto March 31, 2024)
9 Rahul Matthan, Independent Director (wef April 01, 2024)
10 Karl Olof Alexander Olsson, Independent Director (wef April 01, 2024)
11 Bharat Rajwani, Company Secretary
12 M N Varalakshmi, CFO

DETAILS OF TRANSACTIONS:
Sl. Nature of transactions Companies in which key Key management personnel
No. management personnel/
close member of key
management personnel is
interested
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
2025 2024 2025 2024
1 Directors Remuneration:
Nikhil Kumar
Short-term employee benefits
Short-term employee benefits including commission - - 992.78 761.87
of `713.41 lakhs (PY: ` 487.97 lakhs)
Director Sittings fees 0.80 0.80
Other long term employee benefit - - 11.96 11.96
Dividend paid during the year - - 209.92 191.93
Amount Outstanding at the year end * - - 4.28 4.17
2 Remuneration to Key Managerial Personnel:
Bharat Rajwani
Short-term employee benefits - - 24.97 20.73
Other long term employee benefit - - 1.58 1.32
Amount Outstanding at the year end - - 1.82 1.40

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

Sl. Nature of transactions Companies in which key Key management personnel

No. management personnel/
close member of key
management personnel is
interested
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
2025 2024 2025 2024
M N Varalakshmi
Short-term employee benefits - - 71.32 63.81
Other long term employee benefit - - 4.35 3.90
Dividend paid during the year - - 3.63 3.37
Amount Outstanding at the year end 2.94 2.83
3(a) Directors Sitting fees
Mohib N Khericha - - 7.20 8.80
Nithin Bagamane - - - 8.00
Prathibha Sastry - - 6.70 7.70
Ravi K Mantha - - - 6.10
Rahul Matthan - - 5.50 -
Karl Olof Alexander Olsson - - 5.20 -
S. Prabhamani - - 5.40 6.10
3(b) Consultancy charges:
S. Prabhamani - - 10.76 -
4 Servicing of Vehicles
Ravindu Motors Pvt Ltd - 0.45 - -
Trident Automobiles (Bangalore) Private Limited 0.20 1.15 - -
As the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a whole,
the amount pertaining to the KMP and relatives of KMP is not ascertainable and, therefore, not included above
* The amounts accrued & due are reported

45 OPERATING LEASE
The group has taken office facilities, guesthouse and residential premises of employees under short term lease and are
renewable on a periodic basis, and cancellable at its option. Rental expenses recorded for short term leases for the year
is ` 182.12 lakhs (Previous year ` 102.04 lakhs).

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

46 a The Group does not have any pending litigations which would impact its financial postion as on the reporting
date except to the extent disclosed in Note 39
b The Group does not have any long term contracts including derivative contracts for which there were any
material foreseeable losses.
c No amounts required to be transferred to the Investor Education and Protection Fund by the Group as on the
reporting date.
d To the best of its knowledge and belief of the management, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company or
subsidiaries to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company or subsidiaries (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries
e To the best of our knowledge and belief, no funds have been received by the Company or such subsidiaries, from
any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded
in writing or otherwise, that the Company or subsidiaries, shall, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
f The Company and its Indian subsidiary do not have any charges/satisfaction which is yet to be registered
with ROC beyond the statutory period.
g The group has not traded or invested in Crypto currency or Virtual Currency during the year.
h The Company and its subsidiaries are not declared as a wilful defaulter by any bank or financial institution
or other lender or Government or Government authorities. Accordingly, no disclosures are made in this
regard.
i The Company and its Indian Subsidiary do not have any such transaction which is not recorded in the books
of account that has been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
j The Company and its Indian Subsidiary do not have transactions or balances with struck off companies.

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TD Power Systems Limited 243

 l Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary / Associates / Joint
Ventures.

244
Amounts in Indian Rupees in lakhs, except as otherwise stated
Name of the entities in consolidated financial Net Assets i.e., total assets Share in profit or Loss Share in other comprehensive Share in total
statement minus total liabilities income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
Consolidated (in lakhs) Consolidated (in lakhs) Consolidated (in lakhs) Consolidated (in lakhs)
net assets profit or loss other total
comprehensive comprehensive
income income
% ` % ` % ` % `
1 2 3 4 5 6 7 8 9
Parent
TD Power Systems Limited 97.16% 83,588.56 88.05% 15,371.00 61.92% (75.35) 88.23% 15,295.65
TD Power Systems Limited - Previous Year 99.43% 70,111.64 104.93% 12,417.82 71.09% (192.08) 105.72% 12,225.74
Subsidiaries
Indian
DF Power Systems Private Limited 0.97% 830.36 -0.04% (6.23) 0.00% - -0.04% (6.23)
DF Power Systems Private Limited - Previous Year 1.19% 836.59 -0.05% (5.59) 0.00% - -0.05% (5.59)
Foreign
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

TD Power Systems USA Inc 1.24% 1,064.77 8.71% 1,519.84 43.92% (53.45) 8.46% 1,466.39
TD Power Systems USA Inc -Previous Year -0.57% (401.62) 1.42% 168.28 12.04% (32.54) 1.17% 135.74
TD Power Systems Japan Limited 0.00% - 0.00% - 0.00% - 0.00% -
TD Power Systems Japan Limited - Previous Year 0.00% - 0.00% (0.09) -1.68% 4.55 0.04% 4.46
TD Power Systems Europe GmbH 1.44% 1,239.17 1.71% 299.11 10.33% (12.57) 1.65% 286.54
TD Power Systems Europe GmbH - Previous Year 1.35% 952.63 1.57% 185.28 18.55% (50.11) 1.17% 135.17
TD Power Systems Jenerator Sanayi Anonim 0.96% 823.17 -0.15% (25.35) -16.17% 19.68 -0.03% (5.67)
Sirketi
TD Power Systems Jenerator Sanayi Anonim 1.18% 828.84 -3.24% (383.85) 0.00% - -3.32% (383.85)
NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Sirketi - Previous Year

Consolidation adjustments -1.76% (1,515.59) 1.71% 299.14 0.00% - 1.73% 299.14
Consolidation adjustments - Previous Year -2.57% (1,814.73) -4.62% (546.93) 0.00% - -4.73% (546.93)
Total 100.00% 86,030.44 100.00% 17,457.51 100.00% (121.69) 100.00% 17,335.82
Total - Previous Year 100.00% 70,513.35 100.00% 11,834.92 100.00% (270.18) 100.00% 11,564.74

Annual Report 2024-25

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

47 Provision for warranties towards sale of goods are made on an estimated basis as actual claims cannot be
determinable. During the year, the group has made provisions towards warranty claims, the details of the same
are as under:

Particulars Warranty claims

As at As at
March 31, 2025 March 31, 2024
Balance outstanding at the beginning of the year 474.95 414.06
Provision for the year 147.28 66.76
Withdrawn and credited to Consolidated Statement of Profit and Loss 1.35 5.87
Balance outstanding at the end of the year 620.88 474.95

48 CORPORATE SOCIAL RESPONSIBILITY

Sl Particulars As at As at
No March 31, 2025 March 31, 2024
i) Amount required to be spent by the company 242.45 144.99
ii) Unspent amount of CSR of previous year brought forward - -
iii) Amount of expenditure incurred (including set off of earlier years 242.45 144.99
excess spent Nil (PY: ` 0.86 lakhs))
iv) Shortfall at the end of the year - -
v) Total of previous years shortfall - -
vi) Reason for shortfall Not Applicable Not Applicable
vii) Nature of CSR activities Educational empowerment, School
infrastructure development &
construction, Health care & Sports
Training
viii) Details of related party transactions, e.g.,contribution to a trust
controlled by the company in relation to CSR expenditure as per Not Applicable
relevant Accounting Standard
ix) Where a provision is made with respect to a liability incurred by
entering into a contractual obligation, the movements in the provision Not Applicable
during the year shall be shown seperately

49 (a) Interim Dividend

On October 29, 2024, (PY: November 08, 2023) the Board of Directors of the Company has considered and
declared an interim dividend of ` 0.60 (PY: 0.50) per equity share of the Company.

(b) Final Dividend

On May 12, 2025, (PY: 23rd May 2024) the Board of Directors of the Company have proposed a dividend of
` 0.65 (PY: ` 0.60) (sub-divided into `2/- each) per share in respect of the year ended March 31, 2025 subject
to approval of shareholders at the Annual General Meeting.

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NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

50 EMPLOYEE STOCK BENEFIT PLANS

During August 2019, the Company had instituted an Employee Stock Option Plan I (GIL ESOP I) as approved by the
Board of Directors and the Shareholders, for the allotment of 10,00,000 shares in aggregate, out of which not more than
5,65,000 shares to be acquired by the Trust through Secondary Acquisition and not more than 4,35,000 shares shall be
issued by way of Primary / Fresh shares The maximum number of options that may be granted to any employee in any
year and in aggregate shall not exceed 2,00,000 options under the plan.
In accordance with the shareholders’ approval in Annual General Meeting held on 12th August 2019, the Board, based
on the recommendations of the Nomination and Remuneration Committee, has approved grant of 5,63,884 employee
stock options (”ESOPs) and 3,99,216 employee stock appreciation rights (”ESARs”) to the eligible employees of the
Company and/or its Subsidiary Company(ies) under its TDPSL Equity Based Compensation Plan 2019 (”Plan”). These
were outstanding at the year end.
Out of which 97,962 ESOPs and 56,160 ESOPs have been granted to former Company Secretary and Chief Financial
Officer of the company respectively.
The fair value of each equity settled award is estimated on the date of grant using the Black-Scholes-Merton model with
the following assumptions:
Particulars ESAR - Reissued ESOP ESAR
No. of Options No. of Options No. of Options
Market Price (`) 254.7 134.45 134.45
Expected Life (in Years) 3-5 3-5 3-5
Volatility (%) 49.91 - 51.22 38.84 - 40 38.84 - 40
Risk free Rate (%) 6.99 - 7.03 5.93 - 6.26 5.93 - 6.26
Exercise Price (`) 2 67.25 2
Dividend Yield (%) 0.39 1.49 1.49
Weighted Average Fair Value of the Vest (`) 159.35 78.92 78.92
 uring the year ended March 31, 2025 (PY: March 31, 2024), 13,511 (PY: 1,27,466) Equity Shares of face value of
D
` 2 each (previously ` 10 each) were issued & allotted to the TDPSL Employee Welfare Trust (Trust) in respect of the
exercise of 14,075 (PY: 1,37,518) ESARs by grantees. Consequently, the paid up capital of the Company as at March 31,
2025 stands at ` 3,123.67 lakhs (PY: ` 3,123.40 lakhs) comprising 15,61,83,612 (PY: 15,61,70,101) Equity Shares of `2/-each.
As per the TDPSL Equity Based Compensation Plan 2019, the said shares were transferred by the Trust to the ESAR
Grantees in settlement of the ESAR’S Exercised.
 uring the year ended March 31, 2025 (PY: March 31, 2024), Nil (PY: Nil ) ESOPs of face value of ` 2 each (previously
D
` 10 each) were vested and Nil (PY: 30,813) options were exercised at an exercise price of `67.25 against which Nil (PY:
30,813) Equity shares of the Company were transferred to the ESOP grantees by TDPSL Employee Welfare Trust. ` Nil
(PY: `20.72 lakhs) was received from the ESOP grantees upon the Exercise of ESOPs.
The details of ESOP/ESAR as at March 31, 2025 is as under
Particulars As at March 31, 2025 As at March 31, 2024
ESOP ESAR ESOP ESAR
Outstanding at the beginning of the year - 5,572 30,813 33,075
(face value `10)
Outstanding at the beginning of the year - 98,910 - -
(face value `2)
Vested & exercised during the year - 2,815 30,813 27,504
(face value `10)
ESAR's cancelled, reissued (face value `2) - - - 98,910
Balance at the end of the year - - 65,940 - 98,910
Not vested (face value `2)
Balance at the end of the year - - 32,970 - 98,910
Vested & Not Exercised (face value `2)
Balance at the end of the year - - 2,757 - 5,572
Vested & Not Exercised (face value `10)

246 Annual Report 2024-25

 Corporate Overview Statutory Reports Financial Statements

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

Amounts in Indian Rupees in lakhs, except as otherwise stated

51 The Company has borrowings from banks on the basis of security of current assets. The quarterly statement of
current assets filed by the Company with banks during the year are in agreement with the books of accounts
excluding conversion & carrying cost of inventory and Japan branch related assets. Below is the details of the
same.

Qtr Nature of current As per Bank As per books Difference Reasons

asset submission of accounts*
A B (A)-(B)
Due to conversion/carrying cost of
Inventory 22,633.12 24,327.26 (1,694.14) inventory, Inventory in Japan branch
& material at port.
Q1
Due to Japan branch related trade
Trade receivables 33,560.51 34,163.06 (602.56) receivables adjustment as per
sanctioned terms.
Due to conversion/carrying cost of
Inventory 27,795.87 30,258.05 (2,462.18) inventory, Inventory in Japan branch
& material at port.
Q2
Due to Japan branch related trade
Trade receivables 39,247.93 39,266.65 (18.72) receivables adjustment as per
sanctioned terms.
Due to conversion/carrying cost of
Inventory 29,113.47 31,559.35 (2,445.88) inventory, Inventory in Japan branch
& material at port.
Q3
Due to Japan branch related trade
Trade receivables 41,529.79 41,071.83 457.96 receivables adjustment as per
sanctioned terms.
Due to conversion/carrying cost of
Inventory 29,214.92 33,145.52 (3,930.60) inventory, Inventory in Japan branch
& material at port.
Q4
Due to Japan branch related trade
Trade receivables 48,616.20 48,796.31 (180.11) receivables adjustment as per
sanctioned terms.
* Amount reported above relating to Q1, Q2 and Q3 and based on unaudited books of accounts.

52 (a) The net worth of the indian subsidiary continues to be positive owing to substantial reduction of accumulated
losses. The Company is awaiting improvement in market conditions which is gradually recovering due to
the receding pandemic to evaluate opportunities from time to time with required support from the parent
Company. Based on an assessment of risk of claims & counter claims which the Company will have against
Creditors for supply of project related equipment, as well as project cancellation, appropriate write backs
have been accounted in respect of these creditors in earlier year, resulting in the Company’s Net worth
turning positive. Accordingly, the financial statements of the Company continue to be prepared on a going
concern basis which is considered appropriate by the management of the Company.
(b) During the previous year, the required procedure for voluntary liquidation of TD Power System Japan Ltd,
wholly owned subsidiary, was complied in accordance with the applicable law/regulation in Japan and
ceased to be in existence with effect from June 26, 2023 in terms of the closed registration certificate from
the Tokyo Legal affairs Bureau. JPY 9.93 lakhs (equivalent to ` 5.67 lakhs) being the value residual assets has
been remitted to the Company towards repayment of Share Capital (held as Investment with Nil carrying
value in the Company).

TD Power Systems Limited 247

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2025 (CONTD.)

53 The Company has implemented voluntary retirement scheme (VRS) namely TD Power Systems Ltd Employees
Voluntary Retirement Scheme 2023-24 for providing financial support and was open for permanent workmen
with minimum 10 years of service & 40 years of age. 8 permanent workmen opted for this scheme and the
financial implication of ` 321.82 lakhs has been accounted in the financial year 2023-24.

54 RECENT PRONOUNCEMENTS:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On May 07, 2025, MCA amended the Companies (Indian
Accounting Standards) Amendment Rules, 2025, as below:
Ind AS 21 – The Effects of Changes in Foreign Exchange Rates:
This amendment has made it mandatory for the Companies to estimate the spot exchange rate when exchangeability
between two currencies is missing. Further, the Standard has provided criteria to determine when a currency is
exchangeable into another currency. The effective date for adoption of this amendment is annual periods beginning on
or after April 1, 2025. The amendments are not expected to have a material impact on the Company.

55 PRIOR PERIOD COMPARATIVES

The previous year’s figures have been regrouped where necessary to confirm with current year’s classification. The
impact of such regrouping is not material to the consolidated financial statements.

As per our report of even date attached

For and on behalf of Board of Directors of
TD Power Systems Limited For VARMA & VARMA
CIN No. L31103KA1999PLC025071 Chartered Accountants
Firm Registration No. 004532S

MOHIB N KHERICHA NIKHIL KUMAR ABRAHAM BABY CHERIAN

Chairman Managing Director Partner
DIN: 00010365 DIN:00062243 Membership No.218851
Place: Ahmedabad Place: Frankfurt Place: Bangalore
Date : May 12, 2025
M N VARALAKSHMI BHARAT RAJWANI
Chief Financial Officer Company Secretary
Place: Bangalore Membership No. A50096
Date : May 12, 2025 Place: Bangalore

K
LAN
F TB
Y LE
L L
IO NA
T
EN
INT

248 Annual Report 2024-25

 TD Power Systems Limited
Annual Report 2024-25

TD Power Systems Limited | Annual Report 2024-25

We power every
possibility.
We power the
world.
TD Power Systems Limited
REGISTERED OFFICE & FACTORY:
27, 28 and 29, KIADB Industrial Area
Dabaspet, Nelamangala Taluk
Bengaluru Rural District
Bengaluru — 562 111, India

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