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TD Power Systems Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. The results have been prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standard) Rules, 2015. The above financial results have been recommended by the Audit committee and approved by the Board of Directors at their respective meetings held on January 31, 2019.

2. The consolidated financial results relate to TDPS Group. The Group consists of TD Power Systems Limited and its subsidiaries mentioned below:

D F Power Systems Private Limited, India

TD Power Systems USA Inc, United States of America

TD Power Systems Japan Limited, Japan

TD Power Systems Europe GMBH, Germany

TD Power Systems Jenerator Sanayi Anonim Sirketi, Turkey

3. The Board of Directors of the Company, at its meeting held on September 26, 2018, have approved Buyback of fully paid up Equity Shares of face value of Rs.10 each for an aggregate amount not exceeding Rs.30 Crores (Rupees Thirty Crores only) at a price not exceeding Rs.256/- (Rupees Two Hundred Fifty Six Only) per Equity Share payable in cash
from the shareholders of the Company, via the "open market" route through the stock exchanges under the SEBI Buyback Regulations 2018 and the Companies Act 2013.

The Company has published the Public Announcement on 28th September for the Buyback and commenced the Buyback from 10th October 2018. As of January 30, 2018, 14,98,847 equity shares have been bought back out of which 13,77,693 Equity shares (i.e. shares bought back up to January 23, 2019) have been extinguished in terms of Regulation 21 r/w Regulation 11 of the of the SEBI Buy 8ack Regulations 2018. The said extinguishment of shares has resulted in change of Paid up capital by 4.14% as on date.

4. Post implementation of Goods and Service Tax ("GST") with effect from July 1, 2017, revenue from operations for the quarter and nine months period ended December, 2018 and year ended March 31, 2018 is disclosed net of GST. Revenue from operations for the earlier periods included excise duty which is now subsumed in the GST. Revenue from operations for the quarter and nine months period ended December 31, 2017 and year ended March 31, 2018 includes excise duty up to June 30, 2017. Accordingly, revenue from operations for the period are not comparable with those of the previous periods presented.

5. The Company had evaluated the financial position of its Indian Subsidiary for the purposes of transition to Ind AS and had accordingly recorded a provision of Rs.1,440.75 lakhs being the excess of the carrying value of the investment of the subsidiary over the face value, by debit to the Other Equity as on 1st April 2016.

No further provision for impairment in the carrying value of the investments of the subsidiaries in the standalone financial statements is considered necessary as in the view of the management, the diminution in the value of net assets of these subsidiaries is not of a permanent nature considering the future business prospect of these subsidiaries.

6. Effective April 1, 2018, the Company has adopted Ind AS 115 using cumulative effective method, the standard applies retrospectively only to the contracts that are not completed as at the date of initial application and the comparative information is not restated in the unaudited financial results. The adoption of this standard did not have any material impact on the financial results for the current quarter and nine months period.

7. Segment wise Revenue, Results, assets and liabilities are stated separately.

8. Previous period figures have been re-grouped/rearranged/recasted wherever required in conformity with current period presentation.

Nikhil Kumar
Managing Director