The Directors of your Company have pleasure in presenting 36^thAnnual Report together with the Audited Accounts and Auditors’ Report for the year ended 31^st March 2024.

1. Financial summary or highlights/ Performance of the Company (Standalone): The

financial performance of the Company for the Year ended 31st March, 2024 is as summarized below:

2. Performance Review:

The Net Turnover of the Company is Rs.69.65 Lakhs, and the Company has incurred net loss of Rs. 86.60 Lakhs for the F.Y 2023-24. Company has also incurred the loss Rs. 2293.56 in the F.Y. 2022-23.

3. Annual Return: The Extract of Annual Return of the Company as on 31^st March 2024in Form MGT-9 inaccordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules 2014 is available on the website of the Company www.tarapurtransformers.com.

4. Number of meetings of the Board of Directors: During the year 2023-2024, 13 meetings of the Board of Directors held on 20-04-2023, 11-07-2023, 17-07-2023, 11-08-2023, 28-082023, 29-08-2023, 01-09-2023, 04-10-2023, 06-11-2023, 18-11-2023, 27-02-2024, 27-032024, 28-03-2024.

Independent Directors Meeting held on 02^nd March, 2024.

5. Directors’ Responsibility Statement: The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

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

6. Auditors’ Report:

As regards Auditors remarks in the Audit report, are as under:-

1) Statutory Auditor Report:

Statutory Auditor Report itself is self-explanatory in the nature. ii) Secretarial Auditor Report:

Secretarial Auditor Report itself is self-explanatory in the nature. Attached as an (Annexure-

2)

7. Loan and Investment by Company: Particulars of loans, guarantees or investments covered under the provision of section 186 of the Companies Act 2013, if any, are given in the notes to the Financial Statement.

8. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is given in Form No. AOC-2. (Annexure 1)

9. Reserves: In the financial year 2023-2024 reserve maintained with the Company is Rs. (3482.15) Lacs while in year 2022-2023, reserve was Rs. (3395.57)Lacs.

10. Dividend: Your Directors did not recommend any dividend for the year under review in view of losses incurred.

11. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: No such Material changes occurred subsequent to closure of the financial year of the Company to which the balance sheet relates and the date of the report.

12. Conservation of energy, technology absorption and foreign exchange earnings and outgo: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy: NIL;

ii. The steps taken by the company for utilizing alternate sources of energy: NIL;

iii. The capital investment on energy conservation equipments: NIL.

B. Technology absorption:

i. The efforts made towards technology absorption: NIL;

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL;

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: NIL;

b) The year of import: NIL;

c) Whether the technology has been fully absorbed: NIL;

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL; and

iv. The expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: Inflow: Nil and Outflow: Rs. Nil.

13. Risk management policy:The Company has addressed the various risks impacting the company, reviewing the risk management plan and ensuring its effectiveness. The Audit

Committee has Additional oversight in the Area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report.

14. Corporate Social Responsibility: The Provision of Corporate Social Responsibility under section 135 of the Companies Act,2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

15. Change in the nature of business, if any: No16. Directors& Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel:

From the Financial year 2023-2024 to till dated, the following changes have occurred in the constitution of Directors / KMP of the Company:

> Ms. Tabassum Azim Shaikh (DIN: 10121067) was appointed as an Additional NonExecutive Non-Independent Director effective from April 20, 2023. She resigned from the board effective July 17, 2023, and was reappointed at the Annual General Meeting held on September 30, 2023.

> Mrs. Meenakshi Chimata (DIN:02584425) Appointed as Additional (Non-Executive Independent Director)w.e.f.17/07/2023 and Regularise her Appointment in the AGM Dated 30.09.2023 and Appointed her as Non-Executive Independent Director.

> Ms. PoojaSoni (Membership No.A34355) has been resigned as the Company Secretary & Compliance officer of the Company with effect from 03^rd October 2023.

> Mr. Kanjibhai Dayabhai Chavda has been resigned as the Chief Financial Officer of the Company with effect from 6^th November 2023.

> Mr. Anil Mahabir Gupta (DIN:01128035) has been resigned as the Non-Executive-independent Director of the Company with effect from 6^th November 2023.

> Mr. Sureshkumar Anandilal Choudhary (DIN: 00494510), has been resigned as as NonExecutive- Non Independent Director of the Company with effect from 18^th November 2023.

> Mrs. Preeti Sehgal (ACS number- A63610) Appointed as a Company Secretary and a Compliance officer w.e.f August 13, 2024,

> Mr. Asbab Sayyed (DIN:10740817) Appointed as an Additional Non-Executive Independent Director of the Company w.e.f. August 13, 2024 Subject to Approval of member in ensuing AGM.

> Mr. Digambar Patil (DIN: 10725330) Appointed as an Additional Director Non-Executive Non-Independent Director Subject to Approval of member in ensuing AGM.

B) Declaration by an Independent Director(s) and re- appointment, if any:

In accordance with Regulation 25(8) of SEBI (LODR) Regulations, 2015, a declaration has submitted by Independent Directors that they meet the criteria of independence as provided in Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and sub-section (6) of Section 149 of the Companies Act, 2013 to the company.

A separate meeting of Independent Directors was conducted as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 02^nd March 2024. All the independent directors were present for the meeting.

C) Formal Annual Evaluation:

The Board has formulated a code of conduct policy for formal annual evaluation purpose which has been made by the Board of its own performance and that of its committees and individual directors.

Policy on Director’s Appointment, Remuneration & Other Details: The Company’s Policy on director’s appointment and remuneration and other matters provided in section 178(3) of the act has been disclosed in the corporate governance report.

17. Committees of the Board:

The Company has constituted an Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee As per provision of companies act and SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015.A Detailed note on the board and Its Committees are provided under the corporate Governance section in this Annual Report.

All the recommendation made by the Audit Committee were deliberated and accepted by the board of during the financial year 2023-2024.The Composition of Committees, as per applicable provision of the Act and Rules, are as follows as on 31/03/2024.

18. Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available in the company’s website www.tarapurtransformers.com.

19. Disclosure under the sexual harassment of women: Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has in place an Anti-Sexual Harassement policy in line with the requirements of the Sexual Harassment of Women at Work Place(Prevention, Prohibition and Redressal) Act 2013, An Internal Complaints Committee has been set up to redress complaints Received Regarding Sexual Harassment.

20. Managerial Remuneration:

The information required under section 197 of the act read with the rule 5(1) of the companies and Remuneration of Managerial Personnel) Rules 2014, are given below,

i. The percentage increase in Remuneration of each Director and ratio of the Remuneration of each Director to the median Remuneration of the employees of the Company for the financial year: Remuneration Payment:- The Company paid Rs. 70,000 to Ms. Tabbasum Shaikh (Non-Executive, Non-Independent Director), Rs. 20,000 to Meenakshi Chimata (NonExecutive Independent Director), and Rs. 1,25,000 to Mr. Suresh More (Executive Director and Chairperson) as sitting fees and remuneration during the period under review.

ii. The percentage Increase in remuneration of Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not applicable .

iii. The percentage increase in the median remuneration of employees in the financial year: Not applicable .

iv. the number of permanent employees on the rolls of company: Company has its board of directors

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms the same.

21. Details of Subsidiary/JV/Associate Companies: The Company has no Subsidiary/JV/ Associate Companies during the year.

22. Deposits:

The Company has not accepted or invited any deposits during the Financial Year 2023-2024.

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future: There are no material changes and commitments affecting the financial position of the Company.

24. Auditors:Secretarial Auditor:

According to the provision of section 204of the companies Act 2013 read with the rule 9 of the companies (appointment and remuneration to managerial personnel) rules 2014, the secretarial Audit Report submitted by secretarial auditor- M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretaries, (Membership No.:6526; COP: 9089), enclosed as a part of this Report.

Statutory Auditor

According to the provision of section 139, 142 of the Companies Act, 2013 (‘Act’) and other applicable provisions, if, any of the said Act and companies (Audit and Auditors) Rules,2014,the statutory Auditor report Submitted by Statutory Auditor M/s. Grandmark & Associates, Chartered Accountants (Firm Registration No.011317N), enclosed as a part of this Report,

Appointed as Statutory Auditors of the Company for period of 5 years from the conclusion of 34^th Annual General Meeting till the conclusion of 39^thAnnual General Meeting.

25. Brief description of the Company’s working during the year: The Company has one manufacturing units at Pali (wada)

26. Details in respect of internal financial controls with reference to the Financial Statements: The Company has laid down internal financial control with reference to the financial statement. The Details in Respect of financial Control and their Adequacy are included in Management Discussion and Analysis, which form part of this Report, Annexed as (Annexure-3)

27. Cash Flow Statement :

In Conformitywith the provision of SEBI(Listing Obligations and Disclosure Requirements), Regulation,2015 and Requirement of Companies Act,2013 the cash flow statement for the year ended 31/03/2024 is annexed here to as a part of the Financial Statement.

28. Postal Ballot :

During the year Postal Ballot were held

29. Share Capital:

There was no change in Authorised & Paid up Share Capital of the Company during the year.

The Authorised share capital of the company is Rs.25,00,00,000/-(Rupees Twenty Five Crore only) divided into 2,50,00,000(Two Crore& Fifty Lakh Only) Equity Share of Rs.10(Rupees Ten) each

The Paid-up share capital of the company is Rs.19,50,00,110/-(Rupees Nineteen Crore Fifty Lakh One Hundred & Ten only) divided into 1,95,00,011/-(One Crore Ninety Five Lakh & Eleven Only) Equity Share of Rs.10(Rupees Ten) each

30. Listing with Stock Exchange: The company’s share are listed on BSE as well as NSE. However the company has paid the Annual Listing Fees for the financial year 24-25.

31. State of Company’s Affairs:

A detailed review of the company Affairs, operations, performance and future outlook of the Company and its businesses is given in the Management’s Discussion and Analysis Report, which forms part of this Report.

32. Corporate Governance:

We adhere to the principle of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report, annexed as (Annexure-4). The Auditors’ Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report, annexed as (Annexure 5).

33. Tax Provisions:

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961, as well as other relevant laws governing taxation on the company.

34. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.