TD Power Systems Ltd

Key details

• Target company: TD Power Systems Limited.
• Acquirers: Saphire Finman Services LLP and related promoter-group individuals.
• Promoter-group status: Yes for acquirers.
• Transaction type: Indirect acquisition of equity shares.
• Pre-transaction holding: 83,957,222 shares (26.87%).
• Transaction details: Indirect acquisition via Annexure B; dated August 21, 2026.
• Post-transaction holding: Saphire Finman Services LLP 41,316,450 shares (73.22%).
• Date of transaction: August 21, 2026.
• Capital: before/after Rs 31,24,56,860; diluted capital unchanged.

Financial Performance

• Standalone total income: INR 6.3 billion in Q1 FY27, up 74% YoY.
• Standalone EBITDA: 19.34% (incl. other income, excl. exceptional and treasury income) vs 18.7% YoY.
• Standalone PAT: INR 853 million, up 81% YoY.
• Consolidated sales: INR 6.43 billion in Q1 FY27, up 71% YoY.
• Consolidated PAT: INR 860 million, up 72% YoY.
• Consolidated cash position: INR 2.4 billion.

Order Book and Inflows

• Manufacturing segment order book: INR 22.08 billion.
• Breakup: Generator/Motor INR 19.29 bn; Railway INR 2.11 bn; Spares/Aftermarket INR 0.22 bn; Turkey INR 0.46 bn.
• Quarterly order inflow: INR 7.34 billion, up 87% QoQ.
• Direct/deemed exports: INR 6.84 billion; 93% of quarterly inflows; exports 93%, domestic 7%.

Capacity, Capex, and Guidance

• FY28 capacity around INR 22 billion; debottlenecking capex ~INR 500 million.
• FY27 capex planned: INR 50 crore.
• Capacity expansion target: ~INR 32 billion for FY28; potential to 40 billion+ in FY29/30.
• Guidance for FY27: INR 2,600 crore; small chance of crossing this number.

Segment Trends and Commentary

• Steam turbine market: steady 10-12% growth in captive plants, biomass, WtE.
• Gas engines/turbines: growth remains robust; large volume orders; positive forecast.
• Hydro refurbishment: busy year; high-value orders in India and abroad.
• Railways: no fresh orders; capacity shifts to generators/motors post Indian contract.
• Turkey subsidiary: EUR 3–3.5 million orders this year; used as service backup for Europe.

Q&A Highlights

• Large generator timeline: 18–20 months to build; not expected within 6 months.
• Order inflow guidance: ~INR 2,800 crore for the full year; ~INR 700 crore per quarter.
• FY28 debottlenecking capex: ongoing; planned capex ~INR 50 crore for FY28; mix to 32b capacity.
• TAM for data-centre scale: no precise current figure; expects growth with data-centre demand.
• Turkey tariffs: no confirmed 100% tariff impact; Turkey facility to remain service backup for Europe.
• Service revenue: currently ~5–6% of sales; growth tracking 30–40% YoY; first 10 years typically low service need.

Risks and Watchpoints

• Execution delays on-ground for projects; timing may affect near-term revenue realization.
• Shipping/logistics disruptions not currently seen as demand dampeners; execution risk remains for large-scale projects.
• Working capital dynamics: advances from some customers; overall liquidity remains stretched by growth.

Filing Status

• Transcript is an earnings-conference-call record for Q1 FY27; includes management remarks and Q&A.

EGM details

• EGM on 10 September 2026 to be held via VC/OAVM.
• Two special resolutions proposed: preferential issue and QIP.

Resolution 1: Preferential issue

• Proposed allottees: Nikhil Kumar and Mohib Nomanbhai Khericha.
• Aggregate amount up to ₹75 crore.
• Pre-split shares per allottee: 3,12,500; post-split: 6,25,000.
• Issue price: ₹1,200 pre-split; ₹600 post-split.
• Record date for price determination: 11 August 2026.
• Promoter stake post-issue: total 27.16%.
• Lock-in, listing, and ICDR-compliant terms.
• Board authorized to finalize terms and listing.

Resolution 2: QIP capital raise

• Resolution 2 approves up to ₹600 crore via QIP.
• QIP may issue securities in one or more tranches.
• Discount up to 5% on floor price; ICDR-based pricing.
• No single allottee >50%; minimum 10% to mutual funds.
• Promoters will not participate in the QIP.
• Completion within 365 days; pricing to be determined by Board.
• Post-issue voting rights proportional to holding; no change in control.
• Board empowered to appoint intermediaries and manage listing.

Shareholding impact

• Pre-issue promoter holding: 26.87%.
• Post-issue promoter holding: 27.16%.
• Nikhil Kumar post-issue holding: 8.47%.
• Khericha post-issue holding: 0.20%.
• Total promoter group post-issue: 27.16%.

Fund-raising plan

• Preferential issue of equity shares to promoters via private placement.
• Promoter allotments: 6,25,000 shares pre-split at ₹1,200.
• Post-split allotments: 12,50,000 shares at ₹600.
• QIP to raise up to ₹600 crore in one or more tranches.
• Issue price not lower than SEBI ICDR Chapter V pricing.
• Share subdivision approved; record date Aug 24, 2026.
• EGM to approve fund-raising on 10 September 2026.
• Record date for voting: 3 September 2026.

Promoter allocations

• Proposed allottees: Nikhil Kumar and Mohib Nomanbhai Khericha.
• Promoter holdings post-issue: Nikhil 8.47%; Mohib 0.20%.
• Total promoter shares: 6,25,000 pre-split; 12,50,000 post-split.

Approvals & timing

• Subject to statutory and shareholder approvals.
• EGM on 10 September 2026 for approvals.

Shareholding impact

• Post-issue shareholding: Nikhil 8.47%, Mohib 0.20%.

Share split details

• Ratio: Rs 2 face value becomes Rs 1; one share becomes two.
• Record date: August 24, 2026.
• Shareholders approved the split at AGM on August 12, 2026.
• Class affected: equity shares.
• Purpose: sub-division / split of equity shares.

AGM details

• AGM held on 12 August 2026 via VC/OAVM.
• Start time 2:00 PM; end time 2:29 PM.
• Record date 05 August 2026.
• Total shareholders on record date: 144,395.
• Eight resolutions were put to vote; all passed.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements for FY2026; Passed.
• Resolution 2 (Ordinary): Interim dividend ₹1 and final dividend ₹1.10 per share; Passed.
• Resolution 3 (Ordinary): Re-appointment of Ms. S. Prabhamani after rotation; Passed.
• Resolution 4 (Ordinary): Ratification of remuneration to Cost Auditors for FY2026-27; Passed.
• Resolution 5 (Special): Continuation of Mohib N. Khericha as Non-Executive Non-Independent; Passed.
• Resolution 6 (Special): Remuneration to Non-Executive Directors exceeding 50%; Passed.
• Resolution 7 (Ordinary): Sub-division of equity shares; Passed.
• Resolution 8 (Ordinary): Alteration of MOA capital clause; Passed.

Dividend

• Dividend declared: Interim ₹1 per share; final ₹1.10 per share.

Directors and governance

• Ms. S. Prabhamani retires by rotation; re-appointment approved.
• Mohib N. Khericha continues as Non-Executive Non-Independent Director.

Auditors

• Remuneration of Cost Auditors ratified for FY2026-27.

AGM details

• AGM held on August 12, 2026 at 2:00 PM via VC/OAVM.
• Remote e-voting from August 7 to August 11, 2026; voting at meeting available.
• 70 members were present throughout the AGM.
• All resolutions passed with requisite majority per Scrutinizer's report.

Resolutions and outcomes

• Resolution 1: Ordinary — Adopt audited financial statements; passed.
• Resolution 2: Ordinary — Interim and final dividend per share approved; amounts disclosed in notice.
• Resolution 3: Ordinary — Re-appoint director by rotation; passed.
• Resolution 4: Ordinary — Ratify cost auditors' remuneration for FY 2026-27; passed.
• Resolution 5: Special — Continue Non-Executive Non-Independent director; passed.
• Resolution 6: Special — Approve excess remuneration for non-executive directors; passed.
• Resolution 7: Ordinary — Sub-division of equity shares; passed.
• Resolution 8: Ordinary — Alter capital clause of MOA; passed.

Dividend and per-share details

• Dividend per share approved; per-share amount disclosed in notice.

Meeting Details

• Date and time: August 12, 2026 at 11:30 A.M. IST.
• Type and mode: Earnings conference call (virtual).
• Purpose: Discuss unaudited results for quarter ended June 30, 2026.
• Event/organiser: TD Power Systems Limited (earnings call).

Participants

• Key company participant: Company Secretary & Compliance Officer.

Purpose

• Earnings results discussion for quarter ended June 30, 2026.

Additional Notes

• Recording of the conference call is available on the company’s investor relations page.