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Directors Report of Swelect Energy Systems Ltd.

Mar 31, 2015

Dear Members,

Our Valued Shareholders

We have pleasure in presenting the Twentieth Annual Report and the Audited accounts of the Company for the year ended 31sl March 2015. Financial highlights (Standalone)

(Rs.In Lakhs)

for the year ended for the year ended Particulars 31/3/2015 31/3/2014

Sales / Income from operations 4,887.50 5,240.31

Less: Taxes and duties 54.49 158.17

Net Sales/Income from Operations 4,833.01 5,082.13

Other income 2,478.58 2,936.00

Total Income from Operations 7,311.59 8,018.13

Total Expenditure 4,881.95 4,961.30

Profit Before Depreciation, Interest and Tax 2,429.64 3,056.83

Interest 1,059.90 116.09

Depreciation 871.71 446.23

Exceptional item -203.12 -

Profit Before Tax 294.91 2,494.51

Tax Expense 161.98 -

Profit AfterTax 132.93 2,494.51

Transfer to General Reserve 13.29 249.45

Interim Dividend - -

Proposed Final Dividend 252.65 909.53

Tax on Dividend 51.43 154.57

Balance Carried Forward 45,248.39 45,432.83

Equity Capital 1010.58 1010.58

Reserves and Surplus 63,634.44 63,463.29

EPS (Rs.) 1.32 24.68

A quick glance of the financial for the last 4 years

Particulars 2011-12 2012-13

Total Revenue 53,993.83 15,279.14

EBIDTA 5,024.52 4,141.42

Depreciation 564.96 458.03

Interest 103.71 148.29

Exceptional income 61,511.77

Exceptional item-expenditure

EBT 4,355.85 65,046.87

EAT 3,463.11 51,079.64

Particulars 2013-14 2014-2015

Total Revenue 8,018.13 7,311.59

EBIDTA 3,056.83 2,429.64

Depreciation 446.23 871.71

Interest 116.09 1,059.90

Exceptional income - 203.12

Exceptional item-expenditure 2.494.51 294.91

Exceptional item-expenditure 2.494.51 132.93

Note : Previous year's figures have been regrouped / reclassified wherever necessary.

** During the previous year 2012-13, the Company had consummated slump sale of its UPS business comprising operations in India, Singapore and investment in Srilanka as a going concern on a slump sale basis. The net gain arising from the sale has been disclosed as an 'exceptional other income'

# Exceptional item - expenditure represents cost of land written off amounting to Rs.203.12 Lakhs (net of recovery) on account of defective title and for which the company is pursuing a legal claim against certain individuals.

* Represents interest paid to banks for the term loans availed during the year for the solar power plant project. Further income on investment in mutual fund (fixed maturity plans) has not been recognised during the year as prescribed under accounting standards.

Transfer to General Reserve

The Company transferred Rs 13.29 lakhs to General reserve out of profits for the year ended 31.3.2015.

Dividend

The Board of Directors has recommended a Dividend of Rs.2.50 per equity share (@ 25% on the equity share capital of the Company), free of tax in the hands of the shareholders, for the year ended 31st March 2015, subject to the approval of the shareholders at the ensuing Annual General meeting of the Company. The Money outflow for the company is Rs.252.65 Lakhs in addition to the dividend distribution tax of Rs.51.43 lakhs.

FINANCIAL HIGHLIGHTS- Consolidated

(Rs. In Lakhs) For the year ended For the year ended Particulars 31/3/2015 31/3/2014

Sales / Income from operations 22,756.04 18,309.79

Less: Taxes and duties 571.45 665.10

Net Sales/Income from Operations 22,184.59 17,644.69

Other income 2,678.21 2,685.11

Total Income from Operations 24,862.80 20,329.81

Total Expenditure 21,532.70 17,138.24

Profit Before Depreciation, Interest and Tax 3,330.10 3,191.57

Interest 1,205.30 341.77

Depreciation 1,693.08 999.98

Exceptional other Income - -

Exceptional - expenses 203.12 -

Share in loss of associate company 11.79 0.01

Profit Before Tax 216.81 1,849.81

Tax Expense 254.34 198.94

Net (loss) / profit after tax before minority interest -37.52 1,650.86

Minority interest - -32.89

Net loss / profit for the year -37.52 1,617.97

Balance Carried Forward -37.52 1,650.86

Equity Capital 1,010.58 1,010.58

Minority Interest - -500.00

Preference shares in subsidiary held outside the group 400.00 -

Reserves and Surplus 66,789.23 66,831.04

EPS (Rs.) -0.41 15.95

General review of the Business of the Company during the year

In the year 2014-15, while the standalone company revenue has come down by 6.73%, the company has achieved an overall consolidated growth of 25.73%, from INR 176.44 Cr to INR 221.84 Cr. Though the revenue has increased by 25%, the market conditions have resulted in the EBIDTA of Rs.24.29 Cr. compared to EBIDTA of 30.56 Cr. for the previous year. This drop in the EBIDTA is largely associated with overall economic slowdown, US Dollar went up steeply resulting in increased raw materials cost and a steep EURO drop has affected the top line growth and the profitability of our foundries. These challenges will continue to remain but the company is gearing-up for higher efficiency of systems and processes with well-planned expansion and product development.

COMPANY UPDATE:

SWELECT has a total of 30 MW of Solar Installations with a 1.5 MW of Wind farm.

The company has the below products and services in its portfolio

Products

- Solar PV Modules (the present capacity is being enhanced to 100 MW/year)

- Solar Charge Controllers (PWM and MPPT) / Power Converters (DC/AC)

- Solar Inverters (Standalone / off-grid)

- Solar Grid Tie Inverters

- Grid Interactive / Bi-Directional Inverter systems for Mini & Smart grid - well suited for Industrial and rural applications

- Complete range of BoS (balance of Systems) & Module Mounting structures.

- Energy Efficient Lighting - Projects & Services

- EPC - Roof Top & Utility scale projects

- Retrofit / Solar Power back-up for the existing UPS systems

- Design, Supply, Erection and Commissioning of SPV Farms

- O&M (Operation and Maintenance) of Roof Top & Utility scale projects.

- Mechanical Balance of system and works.

- Electrical Balance of systems and works.

- Project Management services.

- Power Quality Management & Energy audit.

SWELECT is committed to install and commission SPV parks for energy sale to third party and Government through Power Purchase agreement (PPA), Group Captive Energy Sales and emerge as an IPP in the Solar Energy Space.

SWELECT has bid for the JNNSM Phase 2, Batch 1 Solar project and won the bid for 10 MW of Solar Plant capacity under the DCR (Domestic Content Requirement - wherein the cells and the modules have to be made in India). The project has been executed in Musiri, Trichy District in Tamil Nadu and has been commissioned recently.

Awards / Credentials of SWELECT ENERGY SYSTEMS LIMITED

- SD's NO. 1 off grid / roof top solar PV power solution Provider of the year 2014

- SD's NO. 2 SPCU Manufacturer of the year 2014

- SD's NO. 2 Hybrid / Grid sharing solar PV power Solution provider of the year 2014

- SD Award 2014 for having completed the largest numbers of Roof Top Installations in the Country

- A SD's Star Green Rating continuous for last 3 years

- Registered with MNRE as "Empanelled Inverter Manufacturer"

- Accredited as Channel Partner for Solar Applications (PV) under JNNSM by MNRE

- Empanelled as Energy Service Company with Bureau of Energy Efficiency (BEE)

- Empanelled with SECI (Solar Energy Corporation of India) for Implementation of Micro and Mini Solar PV Power Plants for Rural Electrification in India

- Empanelled with NREDCAP (AP State and Telangana State) as System Integrators Subsidiary / Joint Ventures / Associate Companies

HHV SOLAR TECHNOLOGIES LIMITED

During the year 2014-2015 SWELECT acquired 100% equity of HHV Solar Technologies Limited. Now HHV Solar Technologies Limited is a wholly owned subsidiary (WOS) of SWELECT. HHV Solar currently has an installed capacity of 40 MW per annum and capacity addition of 60 MW is under process. This would ensure that a wider customer base is serviced with good Export potential.

Awards / Credentials of HHV SOLAR TECHNOLOGIES LIMITED

- SD's No.3 SPV Panel Manufacturers of the year 2014

- ISO 9001:2008, 14001:2004 and OSHAS 18001:2007 Certified

- Certified of Approval Microgeneration by BRE Global Mark for the Photovoltaic Modules

- IEC Certification for the PV Modules (61215, 61730, 61701)

- ETL Certification for the PV Modules

- cETLus (UL1703, cUL, CEC for USA, Canada)

- Member of Export Promotion Council for EOUs & SEZs for the year 2013-14 FOUNDRY BUSINESS

Amex Alloys Pvt. Ltd. is a wholly owned subsidiary Company of SWELECT doing steel and foundry business. AMEX Alloys is enjoying over 80% export of its quality products (Valve castings) in Low Carbon Steel & Special Alloy Steel for flow control applications and Oil & Gas Industries with customers in Germany, Spain, Italy, France, and UK and in USA.

AMEX Investment Casting Plant: A major milestone in our foundry group - Amex Alloys has established new plant for manufacturing Investment Casting based on last wax technique, thus becoming the first foundry in India to supply the world with Grey Iron / SG Iron / Low Carbon Steel / Stainless Steel / Special Alloy Steel castings as a one stop solution under one roof by producing Sand castings and investments castings process.

For the third time the Company received Export Excellence Award adjudged by the IIF - organised by Confederation of Indian Industries (CII).

AMEX Irons Pvt Ltd. has been producing Grey and SG iron castings mostly for domestic market (BHEL / TAFE / JOHNSON Lifts etc.) and in the recent times, after SWELECT takeover, has successfully entered into the European markets as well. The Company is witnessing increase in export opportunity in the recent times.

Awards / Credentials of AMEX ALLOYS & AMEX IRONS

- Adjudged by IIF (Institute of Indian Foundrymen) Coimbatore Chapter as the "Best Foundry" award for the year 2011

- Adjudged as the Winner of "Export Excellence Award" in the Small Scale Category for the year 2013

- Adjudged as the Winner of "Export Excellence Award" in the Small Scale Category for the year 2012

- BV Marine Certificate for Steel Castings products

- Certified by DNV (Det Norske Veritas) as "Approved Manufacturer"

- Certified by DNV with NORSOK 650 - for Sand Casting

- Approved by Lloyd's Register as "Approved Manufacturer"

- ISO 9001:2008 Certified by TUV Nord

- Adjudged by Central Boilers Board as "Well known Foundry" for the manufacturing of castings upto a maximum of 650 Kgs / piece in 2011

CLOSURE OF ASSOCIATE AND JOINT VENTURE COMPANIES

During the year SWELECT - Sunpac Power Protection Private Limited (Associate Company) and SWELECT Infrastructure Services Private limited (Joint Venture Company), were struck off under Fast Track Exit (FTE) as these Companies were inoperative for more than five years.

Results of Subsidiary Companies

The financial position of the subsidiaries was included in the consolidated financial statement.

Name of the Subsidiary Company Place of incorporation

HHV Solar Technologies Limited Bengaluru, India

Amex Alloys Private Limited Coimbatore, India

Amex Irons Private Limited Coimbatore, India

SWELECT Solar Energy Private Limited Chennai, India

SWELECT Green Energy Solutions Pvt. Ltd Chennai, India

BS Powertech Solutions Private Limited* Chennai, India

SWELECT Energy Systems Pte. Limited Singapore

Subsidiary of SWELECT Solar Energy Private Limited.

Deposits

The Company did not receive deposits from the public during the year.

Directors

Change in Directors and Key Managerial Personnel

Mr. R. Chellappan, whose period of office as Managing Director expired on April 30,2015, was appointed as the Managing Director of the Company for a period of 5 years from 1st May 2015 to 30th April 2020 subject to the approval of the Shareholders at the Annual General meeting.

Mr.V. C. Raghunath, Whole Time Director of the Company, Mrs. Vasantha Balan, and Mrs. Jayashree Nachiappan, Non-Executive Directors retire by rotation and being eligible offer themselves for re-appointment.

The Independent Directors Mr. V.M. Sivasubramaniam and Mr. N. Natarajan, were appointed for a period of 5 years and are not liable to retire by rotation. The Independent Directors had a separate meeting on 09.02.2015 to review the performance and evaluation of the Board.

The Independent Directors have confirmed and declared that they are not disqualified to act as an independent Director in compliance with the provisions of section 149 of the Companies Act 2013.

The Profiles of the Mr. R. Chellappan, Managing Director, Mr.V.C. Raghunath, Whole Time Director , Mrs. Vasantha Balan and Mrs. Jayashree Nachiappan are given separately in the Corporate Governance Report.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013 relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on the due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 28.07.2014 (date of last Annual General Meeting) on the Company's website www.swelectes.com, and also on the Ministry of Corporate Affairs' website.

Board and Committee Meetings

The Board met 7 times during the year.The details regarding the Board meetings, Audit committee meetings, Corporate social responsibility committee meeting, Nomination and remuneration committee meeting etc., are given separately in Corporate Governance report.

Industrial Relations

During the year under review, the Company enjoyed cordial relationship with workers and employees at all levels.

Code of Conduct

All Directors, Key Management personnel and senior management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company and a declaration in this effect made by the Managing Director and the Chief Financial officer is attached with this report.

Details of establishment of vigil mechanism for directors and employees

Vigil mechanism has been established in the Company and the policy on the Vigil mechanism is available on the website of the Company www.swelectes.com The Audit Committee looks into the complaints if any raised and reports to the Board.

Disclosure under the Sexual Harassment of women at work place (prevention, prohibition and redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention . Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015.

No. of complaints received during the year : Nil

No. of Complaints disposed off during the year : Nil

Prevention of Insider Trading:

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Board of Directors and the designated employees have confirmed compliance with the Code.

Statutory Auditors

M/s S.R. Batliboi & Associates LLP Statutory auditors of the Company retire at the ensuing Annual General meeting The Board of Directors at their meeting held on 28.05.2015 recommended their re-appointment for the financial year 2015-2016.

There are no qualifications or observations or remarks made by the Auditors in their report.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr. R. Kannan, Practicing Company Secretary, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached in Annexure 2 and forms a part of this Report of the Directors. There are no qualifications or remarks made by the Secretarial Auditor in his Report.

Cost Audit

As per the amended cost audit rules, issued by the Ministry of Corporate Affairs, Cost Audit is not applicable to the Company for the period 2014-2015.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate Section forming part of the Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of the Board's report and is given in Annexure 1

Extract of the Annual Return

The Extract of the annual return in Form No. MGT - 9, is being annexed to the report in Annexure 3 Particulars of loans, guarantees or investments under section 186

The Company has provided working capital loan, Guarantee, provided security to the wholly owned subsidiary Companies which is permitted under the Companies Act, 2013. The details of the loans, Guarantee, and security provided are given in detail in the financial statements.

The details of the investments made by the Company are given in the notes to the financial statements.

Particulars of contracts or arrangements with related parties:

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.swelectes.com / investor. The Policy intends to ensure that proper reporting ; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length.

There is no materially significant related party transactions which exceeds 10% of the consolidated Turnover of the Company.

Material Changes and commitments affecting the financial position of the Company which have occurred between 31st March 2015 and 28th May 2015 (date of report).

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2015) and the date of the report (28th May 2015).

Corporate Governance Certificate

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause is annexed to this report.

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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given in Annexure 4 in the Annual report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, which is available for inspection by the members at the Registered office of the company during business hours on working days of the company. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Acknowledgement

Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Financial Institutions, Banks, Suppliers, Customers and Vendors, whom your company looks upon as valued partners in progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, and the Registrar and Transfer Agents. Your Directors thank all our valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.

For and on behalf of the Board of Directors

Chennai R.CHELLAPPAN V.C.RAGHUNATH 28 May 2015 Managing Director Director


Mar 31, 2014

Our Valued Shareholders,

We have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts for the year ended March 31, 2014.

As the valuable shareholders of SWELECT ENERGY SYSTEMS LIMITED, you are all aware that our company brings with it, almost three decades of expertise in Power Electronics, Power Quality management and a commendable performance in Solar Power. With our solid back drop of experience,our main focus area is the most promising Renewable Energy Sector, as the currently available resources for production of conventional energy are getting dwindled year after year besides not being environment friendly.

Financial Results :

The abridged stand alone financial results are as under:

(Rs. in Lakhs)

S. No. Particulars for the year ended 31/3/2014 for the year ended 31/3/2013

1 Sales / Income from operations 5128.98 11084.71

Less: Taxes and duties 158.17 534.88

2 Net Sales/Income from Operations 4970.81 10549.83

3 Other income 3047.32 4729.31

Total Income from Operations 8018.13 15279.14

4 Total Expenditure 4961.30 11137.72

5 Profit Before Depreciation, Interest and Tax 3056.83 4141.42

6 Interest 116.09 148.29

7 Depreciation 446.23 458.03

8 Exceptional other Income - 61511.77 #

9 Profit Before Tax 2494.51 65046.87

10 Tax Expense - 13967.23

11 Profit After Tax 2494.51 51079.64

12 Transfer to General Reserve 249.45 14896.62

13 Interim Dividend - 12127.01

14 Proposed Final Dividend 909.53 808.47

15 Tax on Dividend 154.57 2104.70

16 Balance Carried Forward 1180.96 21142.84

17 Equity Capital 1010.58 1010.58

18 Reserves and Surplus 63634.44 62204.02

19 EPS (Rs.) 24.68 34.23 *

Note: Previous year''s fgures have been regrouped / reclassified wherever necessary.

# During the previous year 2012-13, the Company had consummated slump sale of its UPS business comprising operations in India, Singapore and investment in a Srilanka as a going concern on a slump sale basis. The net gain arising from the sale has been disclosed as an ''exceptional other income''.

* EPS after excluding Exceptional other income.

Results of Operations:

For the Financial Year 2013-14, the Sales / Income from operations is Rs.5,128.98 Lakhs and EPS is Rs. 24.68.

Dividend

The Board of Directors have pleasure in recommending a Dividend of Rs. 9/- per equity share (@ 90 % on the equity share capital of the Com- pany), free of tax in the hands of the shareholders, for the year ended 31st March 2014, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

Current Business and Growth of the Company:

SWELECT Energy Systems Limited, formerly known as Numeric power Systems Limited, listed in BSE & NSE, has offices across the country, module manufacturing facility at Bangalore (HHV Solar Technologies Limited), and fully backward integrated facility near Salem that manufactures Solar Power Converter, Array Junction Boxes and Solar Module Mounting Structures. SWELECT also has a 100% owned subsidiary in Singapore for supporting the group''s international business.

In a very short time SWELECT has gained its strength in the solar energy space with the status as a complete product company and a leading PV project implementer.

As an experienced Energy Systems Company, SWELECT successfully launched the Smart Grid projects and has over 20 sites of 40 -100 KW installations to its credit in a short time. Across India, we have over 1500 rooftop installations and have commissioned successfully 2 sites of 1 MW SPV parks each under REC scheme and IREDA scheme. The 12 MW SPV Modular Park at Monjanur Village, Karur District, Tamilnadu, is part of our proposed 15 MW capacity that is aimed at selling part of the capacity to prospective Corporate entities from India and overseas.

SWELECT has been ranked as No. 1 Rooftop Solar Company (source Soft Disk Awards 2011, 12, 13) for three consecutive years.

Our product range includes..

- Solar PV Modules.

- Solar Charge Controllers (PWM and MPPT) / Power Converters (DC/AC).

- Solar Inverters (Stand alone / off-grid).

- Solar Grid Tie Inverters.

- Grid Interactive Inverter systems for Mini & Smart grid applications.

- Complete range of BoS (balance of Systems) for SPV projects.

- SPV Hybrid systems with Energy Storage .

- Rootop & Utility scale projects.

- Module Mounting structures of all types.

- Monitoring and most other balance of systems in SPV projects.

Project capabilities of SWELECT :

- Rooftop & Utility scale projects.

- Design, Supply, Erection and Commissioning of SPV Farms.

- Mechanical Balance of system and works.

- Electrical Balance of systems and works.

IPP (Independent Power Producer) :

SWELECT is an emerging IPP in the Solar PV energy space.

Is committed to install and commission SPV parks for energy sale to third party and Government through Power Purchase Agreement (PPA).

Special Engagements undertaken by the Company: Project management services. Power quality audit and Energy audit.

Wind Power

SWELECT had installed a 1.5 MW wind mill quite successfully and also commissioned an off-grid Solar-Wind Hybrid System. The R&D wing is actively engaged in developing different prototypes to revolutionise generation of alternate renewable and green energy.

Solar Power

Major mile stones of the Company in the Solar power space:

- The Company has been engaged in developing Solar Power Projects at various places,

- Has installed over 1500 rooftop projects across India,

- First Company in South India to get REC accreditation for the 1.1 MW Solar Energy Project at Kuppepalayam in Coimbatore, TN.

- 1 MW Solar Energy Farm in Sivaganga, TN.

- 1 MW Engineering and Installation for a batteries manufacturing major in TADA, AP.

- 1 MW DC Side Installation and Commissioning for a leading foundry unit in Coimbatore, TN.

- 15 MW Modular Solar Park at Vellakoil in Karur District,

Leading customers of SWELECT in Solar Power area include:

- Private and Nationalised Banks (Over 500 sites),

- Leading steel foundries,

- Engineering institutions,

- Government Departments / Agencies,

- Leading business houses,

Salient features of the recently commissioned 15 MW Modular Solar Park Project at Vellakoil:

- The power evacuation is through a 33 kV dedicated feeder connecting Periyar Nagar substation through a 33 / 110 kV Transformer. Distance about 13 km from site.

- This project is one of the few truly modular energy parks with the composition of 5 x 33 kV bays to feed:

- 1 x 10 MW

- 1 x 2 MW

- 3 x 1 MW Energy generating systems

- of the 15 MW, 12 MW were commissioned on 28.03.2014 and 3 MW on 11.04.2014 (including 1 MW for NRI of USA). SWELECT has plans to construct similar energy parks in the near future.

Future Prospects and Business:

As you are aware, the business of SWELECT Energy Systems Ltd provides sustainable energy solutions for a greener and healthier India and has been progressing in the area of Solar and Wind energy. Your Company will concentrate and accelerate the growth of business in the green energy space of Solar and Wind energy on own account and as Turn-Key Projects for several valued customers who have already approached the Company.

As a Channel partner of MNRE (Ministry of New and Renewable Energy), SWELECT has the distinct advantage of being in close proximity to customers for pre-sale guidance, project implementation, commissioning and post-sale service, so as to enable the customers to get the maximum benefit of their investment.

Your Company is looking forward to attracting strategic investments and investing in new technology proposals which would help to the compa- ny''s growth on a long term basis.

Awards / Credentials

- Accreditation by MNRE (Ministry of New and Renewable Energy) as authorized channel partner for off-grid and decentralised solar applications under JNNSM (Jawaharlal Nehru National Solar Mission) scheme.

- Empanelment with Bureau of Energy Effciency (BEE) as an Energy Service Provider.

- No.1 Solar Solution Provider (Integrator) Company for the year 2013.

- SD Award 2013 for Leadership in Rooftop Solar Installations.

- Accreditation with IMS - Integrated Management System addressing ISO 9001, ISO 14001 and ISO 18000.

Subsidiary Companies:

HHV Solar Technologies Limited.

During FY 2012-13 SWELECT acquired 49% Equity with Board Control in HHV Solar Technologies Private Limited, a branded Solar Module Manufacturing Company in Bangalore. HHV Solar has an installed capacity of 40 MW. We contemplate additional 20 MW capacity additions in the coming quarters to facilitate faster growth. We have also converted the company status from Private limited to Public Limited and accordingly the Company has changed its name from HHV SOLAR TECHNOLOGIES PRIVATE LIMITED to HHV SOLAR TECHNOLOGIES LIMITED during the FY 2013-14.

With the equity participation and control of HHV Solar Technologies Limited, SWELECT has become the frst company in India that offers almost a complete range of Solar Power project components.

In view of SWELECT''s control over this Solar panel manufacturing subsidiary and by concerted efforts and impressive performance, SWELECT has become a full-fedged EPC Company, culminating in the Company commissioning the 15 MW Vellakoil Solar Farm in one of the shortest times. The frst 12 MW has come up in just 72 days time after the basic land development activities.

SWELECT owns subsidiary companies in Iron and Steel Foundry business viz;

1) AMEX ALLOYS PVT LTD, COIMBATORE

2) AMEX IRONS PVT LTD, COIMBATORE

AMEX Alloys is enjoying near 100% export of its quality products (Valve castings) in Low Carbon Steel & Special Alloy Steel with customers in Germany, Spain, Italy, France, and UK and in USA. For the third time the Company received Export Excellence Award adjudged by the Indian Foundry Association.

AMEX Irons has been producing Grey and SG iron castings mostly for domestic market (BHEL / TAFE / JOHNSON Lifts etc.) and in the recent times, after SWELECT takeover, has successfully entered into the European markets as well.

With our high level dedication, team building and cultivation of corporate practices, the two foundries are set for higher growth in the future.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates in consolidated financial statements and AS-27 on Financial Reporting of interests in Joint Ventures, we have attached the consolidated financial statements which forms part of the Annual Report and Accounts.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Corporate Social Responsibility Committee

During the year, the Board of Directors constituted Corporate Social Responsibility Committee comprising of the following members:

1) Mr. R. Chellappan - Managing Director

2) Mr. N. Natarajan - Independent Director

3) Mr. V.C. Raghunath - Director

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year, SWELECT has contributed Rs 10 lakhs for constructing a library and a reading room in Government Boys Higher Secondary School at Sankagiri, Salem district.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(ii) the Directors have 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 of the company for the year;

(iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provi- sions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

and

(iv) the Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. R. Chellappan and Mrs. Jayashree Nachiappan, Directors retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Mr.V.C. Raghunath, Son of Mr. R. Chellappan, was appointed as additional Director at the Board meeting of the Company held on 11.11.2013. The Board recommends his appointment as Whole Time Director of the Company for the period of 5 (Five) years who shall be liable to retire by rotation. A notice has been received from a member proposing his candidature.

Mr.V.M. Sivasubramaniam is a Non- Executive (Independent) Director of the Company. He joined the Board on 20.10.2003. In terms of section 149 and other applicable provisions of the Companies Act 2013, Mr. V.M. Sivasubramaniam being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for a term of five years who is not liable to retire by rotation. The Company has received a notice in writing from a member proposing his candidature for the office of Independent Director. The Company also received a declaration from Mr.V.M. Sivasubramaniam to the effect that he meets the criteria of Independence as provided in subsection (6) of section 149 of the Companies Act 2013.

Mr.N.Natarajan is a Non- Executive (Independent) Director of the Company. He joined the Board on 11.06.2005. In terms of section 149 and other applicable provisions of the Companies Act 2013, Mr. N.Natarajan being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for a term of five years who is not liable to retire by rotation. The Company has received a notice in writing from a member proposing his candidature for the office of Independent Director. The Company also received a declaration from Mr.N.Natarajan to the effect that he meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act 2013.

Auditors

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, retire at the ensuing Annual General Meeting, and are eligible for reappointment.

Cost Auditor

The Company has appointed Cost Auditor for the financial year 2013-2014.

Particulars of Cost Auditor:

Name: Mr. R. Ravichandran

Qualifcation: B.Sc., ACMA., Oracle R12 certified

Membership No. 5959

Address: No.16, 3rd Street,

New Colony,

Adambakkam, Chennai – 600 088 Phone: 044-22532655

Email: ravichandranji@gmail.com

Due date for fling Cost Audit Report for the year ended 31.3.2014: 30.09.2014

Statutory Information

During the year under review, no employee was in receipt of remuneration in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the (Companies Disclosure of Particulars in the Report of the Board of Directors) Rules, are annexed.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on the due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 24, 2013 (date of last Annual General Meeting) on the Company''s website (www.swelectes.com), and also on the Ministry of Corporate Affairs'' website.

Corporate Governance

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

A Compliance Certifcate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause is annexed to this report.

Acknowledgment

Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Financial Institutions, Banks, Suppliers, Customers and Vendors, whom your company looks upon as valued partners in progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, and the Registrar and Transfer Agents. Your Directors commend the zeal and zest of employees at all levels culminating in the Company setting yet another new record on its operational performance for the year. Your Directors thank all our valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confdence reposed in the Management.

For and on behalf of the Board of Directors

Chennai R. CHELLAPPAN VASANTHA BALAN

May 29, 2014 Managing Director Director


Mar 31, 2013

Our Valued Shareholders,

The have pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts for the year ended March 31, 2013.

SWELECT is our new name. After the successful transfer of our UPS division to Legrand, France, we changed our Group name and logo as printed in this report and elsewhere in our communications. SWELECT stands for - SOLAR WIND ELECTRONICS & SINE WAVE ELECTRICAL ENERGY SYSTEMS - An enterprise focused in Solar / Wind and Power Quality for Energy efficiency and Energy security.

As valuable shareholders of SWELECT you are all aware that our company brings with it almost three decades of good experience in Power Electronics and Power Quality management. With our solid back drop of experience, We switched our focus in to the most promising future in Renewable Energy products and projects that would lead to Energy Security as the conventional energy resources start diminishing in the years to come.

Financial Results:

The Abridged stand-alone financial results are as under:

(Rs. in Lakhs)

S.No. Particulars for the year ended 31/3/2013 for the year ended 31/3/2012

1 Sales / Income from operations 11084.72 56258.90

Less: Taxes and duties 534.88 2794.69

2 Net Sales/Income from Operations 10549.84 53464.21

3 Other income 4729.31 529.62

Total Income from Operations 15279.15 53993.83

4 Total Expenditure 11137.72 48969.31

5 Profit Before Depreciation, Interest & Tax 4141.43 5024.52

6 Interest 148.29 103.71

7 Depreciation 458.03 564.96

8 Profit Before Tax 3535.11 4355.85

9 Exceptional Item Income 61511.77 0

10 Tax Expense 13967.23 892.74

11 Profit After Tax 51079.65 3463.11

12 Transfer to General Reserve 14896.62 346.31

13 Interim Dividend 12127.01 0

14 Proposed Final Dividend 808.47 303.18

15 Tax on Dividend 2104.70 49.18

16 Balance Carried Forward 21142.85 2764.44

17 Equity Capital 1010.58 1010.58

18 Reserves and Surplus 62204.03 26164.56

19 EPS (Rs.) 505.45 34.27

Previous year''s figures have been regrouped / reclassified wherever necessary.

Current Business and Growth of the Company

In a very short time SWELECT gained its strength in the solar energy space with the status as a complete products company and a leading PV project implementer. We are a nearly full-fledged products company today with a wide range of SPV products and a leader in providing SPV Energy Solutions.

As an experienced Energy Systems Company, SWELECT successfully launched the Smart Grid projects and have over 10 sites of 100 KW installations to our credit in a short time. Across India we have over 1400 roof top installations and have commissioned successfully 2 sites of

1 MW SPV parks each under REC scheme and IREDA scheme.

SWELECT is manufacturing PV Inverters for standalone / off-grid configuration, range of Solar Charge Controllers, Solar junction boxes, Array Combiners and the balance of systems like Power DBs and Mounting Structures.

During the year under report SWELECT acquired 49% Equity with Board Control in HHV Solar Technologies Private Limited a branded Solar Module Manufacturing Company in Bangalore. HHV Solar has an installed capacity of 40 MW / year and has expansion possibility for additional 20 MW.

SWELECT is fully equipped for Roof top project integration and is also strong in establishing utility scale Mega Watt SPV projects and into Project Management and EPC Contracts.

Product Lines and project capabiities of SWELECT

- Solar PV Modules

- Solar Charge Controllers (PWM and MPPT)

- Solar Inverters (Standalone / off-grid)

- Solar On-grid Inverters

- Grid Interactive Inverter systems for Mini & Smart grid applications

- Complete range balance of Systems for SPV projects

- SPV Hybrid systems with Energy Storage

- Roof Top & Utility scale projects

Dividend

On 9thJuly 2012, the Board of Directors declared an interim dividend of Rs.120/- per equity share and was paid on 26th July 2012. The Directors have pleasure in now recommending Final Dividend of Rs.8/- per equity share, free of tax in the hands of the shareholders, subject to approval of the shareholders, thus making a total Dividend of Rs.128/- per equity share for the financial year ended 31.3.2013.

Awards during the year

? Accreditation by MNRE (Ministry of New and Renewable Energy) as authorized channel partner for off-grid and decentralized solar applications under JNNSM (Jawaharlal Nehru National Solar Mission) scheme.

? Empanelment with Bureau of Energy Efficiency (BEE) as an Energy Service Provider

? No. 1 Solar Solution Provider (Integrator) company of the year 2012

? SD Award 2012 for Leadership in Roof Top Solar Installations

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate Section forming part of the Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

(ii) 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 of the company for the year;

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

(iv) The directors have prepared the annual accounts on a going concern basis.

Directors

Mr. V.M. Sivasubramaniam and Mr. B.G. Giri, Directors retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

Mrs Vasantha Balan who was appointed as an Additional Director on the Board of Directors of the Company with effect from 13.08.2012 and holds office upto the date of this Annual General Meeting. Due notice received from some members signifying their intention to propose Mrs. Vasantha Balan as a candidate for the office of Director of the Company. Accordingly the resolution is placed before the shareholders for approval.

Mrs Jayashree Nachiappan who was appointed as an Additional Director on the Board of Directors of the Company with effect from 13.08.2012 and holds office upto the date of this Annual General Meeting. Due notice received from some members signifying their intention to propose Mrs. Jayashree Nachiappan as a candidate for the office of Director of the Company. Accordingly the resolution is placed before the shareholders for approval.

Cost Auditor

The Company has appointed Cost Auditor for the financial year 2012-2013.

Particulars of Cost Auditor:

Name: G. Sooryanarayanan Qualification: B.B.A. ACMA Membership No.32174

Address: 6, Gangothri Flats, 87, Thambiah Road,

West Mambalam, Chennai - 600 033

Due date for filing Cost Audit Report: 27.9.2013

Statutory Information

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 will be provided on request. In terms of Section 219(1)(b)(iv) of the Act, the Report and the Accounts are being sent to the shareholders.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the (Companies Disclosure of Particulars in the Report of the Board of Directors) Rules, are annexed.

Results of Subsidiary Companies

Information relating to the following Subsidiary Companies for the year ended March 31, 2013 are attached to this Report.

Sl. No. Name of the Subsidiary Company Place of Incorporation

1. SWELECT Energy Systems Pte. Limited Singapore

2. Amex Alloys Private Limited Coimbatore, India

3. Amex Irons Private Limited Coimbatore, India

4. SWELECT Solar Energy Private Limited Chennai, India

5. BS Powertech Solutions Private Limited Chennai, India

6. HHV Solar Technologies Private Limited Bengaluru, India

Investment in SWELECT ENERGY SYSTEMS PTE LTD - Singapore

During the year the Company has invested 11,091,500 shares of SGD 1 each in SWELECT ENERGY SYSTEMS PTE. LTD, Singapore.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates in consolidated financial statements and AS-27 on Financial Reporting of interests in Joint Ventures, we have attached the consolidated financial statements which form part of the Annual Report and Accounts.

Auditors

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, retire at the ensuing Annual General Meeting, and are eligible for reappointment. Future Prospects and Business

As you are aware, the business of SWELECT Energy Systems Ltd provides sustainable energy solutions for a greener and healthier India and has been progressing in the area of Solar and Wind energy, and LED Lighting business. Your Company under the new name of SWELECT Energy Systems Limited (SWEES), will concentrate and accelerate the growth of business in the green energy space of Solar and Wind energy on behalf of the company and undertake Turn-Key Projects for all its valued customers.

As a Channel partner of MNRE, SWEES has the distinct advantage of being in close proximity to customers for pre-sale guidance, project implementation, commissioning and post-sale service, so as to enable the customers to get the maximum benefit of their investment.

Your Company is looking forward to the strategic investment/technologies proposals which would help to the company''s growth on a long term basis.

Wind Power

SWEES has installed a 1.5 MW wind mill quite successfully and also commissioned an off-grid Solar-Wind Hybrid System. The R&D wing is actively engaged in developing different prototypes to revolutionize generation of alternate renewable and green energy.

LED Products

Globally, the future lighting system is going to be highly eco-friendly, mercury free and cost effective Light Emitting Diode (LED) lighting products SWEES is confident of capturing a good share of LED market.

Upscaling Foundry Products

AMEX ALLOYS PVT LTD AMEX IRONS PVT LTD

The two Foundries are gearing up very well with Export of Steel & Alloy castings. As the quality of the products is improving and well received by the end users, the foundries are gaining better Market share in the Global markets.

Amex Alloys Pvt. Ltd. received the Export Excellence Award during the FY 2012-13 and this is a very big achievement within such a short span of time after the takeover by the Company.

Corporate Governance

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause is annexed to this report.

Acknowledgment

Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Financial Institutions, Banks, Suppliers, Customers and Vendors, whom your company looks upon as valued partners in progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, and the Registrar and Transfer Agents. Your Directors commend the zeal and zest of employees at all levels culminating in the Company setting yet another new record on its operational performance for the year. Your Directors thank all our valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.

For and on behalf of the Board of Directors

Chennai VASANTHA BALAN R. CHELLAPPAN

May 29, 2013 Director Managing Director


Mar 31, 2012

The have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts for the year ended March 31, 2012.

GROWTH OF THE COMPANY.

During the Year 2011-12, SWELECT with a commitment to achieve a sustainable growth, strived hard and marched successfully through the tough market conditions to put the Company on top of all the Indian UPS Companies for another year in succession. Our Company achieved a growth of 10.41% over the previous financial year on net sales and other income. The EPS for the Financial Year 2011-12 is Rs. 34.27.

FINANCIAL RESULTS

The Abridged stand-alone financial results are as under:

(Rs. in Lakhs)

S. No. Particulars for the year ended 31/3/2012 for the year ended 31/3/2011

1 Sales / Income from operations 56258.90 51116.66

Less: Taxes and duties 2794.69 2538.06

2 Net Sales/Income from Operations 53464.21 48578.60

Add: Other income 529.62 322.41

3 Total Income from Operations 53993.83 48901.01

4 Total Expenditure 48969.31 43237.03

5 Profit Before Depreciation, Interest &Tax (3-4) 5024.52 5663.98

6 Interest 103.71 92.49

7 Depreciation 564.96 489.74

8 Profit Before Tax (5-6-7) 4355.85 5081.75

9 Tax Expense 892.74 1059.85

10 Profit After Tax (8-9) 3463.11 4021.90

11 Transfer to General Reserve 346.31 402.19

12 Proposed Final Dividend 303.18 303.18

13 Tax on Dividend 49.18 49.18

14 Balance Carried Forward (10-11-12-13) 2764.44 3267.35

15 Equity Capital 1010.58 1010.58

16 Reserves and Surplus 26164.56 23053.80

17 EPS (Rs.) 34.27 39.80

Previous year's figures have been regrouped / reclassified wherever necessary.

DIVIDEND

The Board of Directors have pleasure in recommending a Dividend of Rs. 3/- per equity share (@ 30 % on the equity share capital of the Company), free of tax in the hands of the shareholders, for the year ended 31st March 2012, subject to approval of the shareholders.

PRODUCT LINES OF SWELECT Green Energy Solutions

SWELECT ENERGY SYSTEMS LIMITED (SWELECT) has ventured into offering Green Energy Solutions like Solar Power Systems, Wind Energy Generation and LED lighting systems. The company offers specialised and standardised solar product range to conserve energy under the Renewable Energy Program combined with Energy Efficient LED Lighting Solutions for a wide range of applications.

SWELECT has set perfect example of going green by being the first UPS Company to have installed a 1.1 kWp solar power generation system at its Fabrication Plant, Chennai in 1995. In addition to this, SWELECT has installed about 1 MWp of solar power generation system commissioned successfully for its captive power generation and over 1000 installations for many Rural Schools, Banks, ATMs, and other Customer needs.

SWELECT currently offers the following products and solutions to Clients.

The product range includes

- Solar PV Panels - Thin Film and Crystalline

- MPPT and PWM Solar Charge Controllers ranging from 12 V to 480 V and 5 A to 140 A

- Grid Tied Inverters ranging from 1 kW to 100 kW and higher rating inverter for Solar Energy farms in MW range

- Bi-directional Grid Interactive Inverter ranging from 1 kW to 100 kW

- Energy Storage Batteries 7.2 Ah to 300 Ah (VRLA, Solar Deep Cycle Gel, Tubular)

- Customized Solar Power Conditioning Units as per the load and customer requirements

The Solar Solutions offered by SWELECT are

- Stand-alone and mini grid solar power converters

- Hybrid and Grid tied power systems

- Solar energy farms

Energy Efficient lighting products from SWELECT Includes

- LED lighting system for office and home applications (Down lights and 2 x 2 lighting)

- LED Street lighting systems

- Solar LED street lighting systems

- LED decorative lighting systems

- Solar LED emergency Lights

- Customized LED Lighting solutions

SWELECT team's in-depth technical knowhow and expansive service capabilities enables it to provide its customers with high-quality standalone or turnkey solutions, and deliver unparalleled global support. The core principles of flexibility, speed, innovation, reliability, trust, transparency, and accountability has been the growth enablers and has helped develop and nurture long-term relationships with its key stakeholders. There have been implementations of solar projects in India and overseas including Japan, Nigeria, Kenya, etc. In India there have been more than 1000 sites in the range 1 kW to 100 kW. With its experience in design, supply and installation of high power systems SWELECT assures a world class implementation using state-of-the-art SPV products and complete solutions.

With continuous technological innovations, rich expertise, and strong customer centric approach, SWELECT's journey in the last 26 years has been a powerful one and will soon set footprints across more countries with its innovative Power Management Solutions.

AWARDS / CREDENTIALS

The winner of ISA Technovation Awards December 2011 in the OEM Enterprise Indian Enterprise category.

Trail Blazer 2011 - Special Achievement Award

"Pathfinders - 2011", A coffee Table Book, was launched by Times of India Group in Chennai and Mr. R Chellappan, Managing Director, is one of the Elite Group of ten outstanding Entrepreneurs in the field of IT and ITES to receive an award from his Excellency, Dr. K Rosaiah, Hon'ble Governor of Tamil Nadu on 28th September 2011, at Darbar Hall of Raj Bhavan, Chennai.

Empanelment with Bureau of Energy Efficiency as an Energy Service Provider.

Accreditation by MNRE (Ministry of New and Renewable Energy) as authorized channel partner for off-grid and decentralised solar applications under JNNSM (Jawaharlal Nehru National Solar Mission) scheme.

No. 1 Solar Power company amongst UPS manufacturers (Source: SD awards 2011)

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate Section forming part of the Annual Report.

Some of the major events which took place during the year 2011-12 are:

1. Acquisition of Amex Irons Private Ltd (AIPL):

Amex Irons Private Ltd-a Foundry unit-situated adjacent to our existing Subsidiary unit-Amex Alloys Private Ltd (AAPL) - in Coimbatore was taken over in full on 14th November, 2011. AIPL currently manufactures SG and Grey iron Foundry Components used in Infrastructure, Automobiles, Electrical Markets, etc. The products of AIPL , as in the case of AAPL offer good export potential. The acquisition of AIPL, with an installed capacity of 3,600 MT per annum gives a perfect synergy with AAPL. The AIPL contributed a sales turnover of Rs 18 Crores during the year. AIPL is expected to add a sales turnover of about Rs. 25 Crores during the full year of operation in 2012-13.

2. Entering into Business Transfer Agreement (BTA) with M/s. Novateur Electricals and Digital Systems Private Limited (Novateur) (formerly known as M/s Indo Asian Electric Private Limited) for sale of UPS business:

SWELECT entered into a Business Transfer Agreement (BTA) on 9th February 2012 with Novateur for transfer of the entire UPS business of the company, including 100% share sale of Numeric Lanka Technologies Private Limited and sale of UPS Business in Singapore for a total consideration of Rs 837.08 Crores the consummation of which took place on 29th May 2012.

Post transfer of UPS business, your Company in the new name of M/s SWELECT ENERGY SYSTEMS LIMITED will aggressively embark upon generation of Solar / Wind energy, manufacture of LED products, etc besides up scaling Foundry business.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

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

(ii) 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 of the company for the year;

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

(iv) The directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Reappointment

Mr. N Natarajan and Mr. B G Giri, Directors, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

The resolutions in respect of the above reappointments are placed before the shareholders for their approval at the ensuing Annual General Meeting.

STATUTORY INFORMATION

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 will be provided on request. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the (Companies Disclosure of Particulars in the Report of the Board of Directors) Rules, are annexed.

RESULTS OF SUBSIDIARY COMPANIES

The particulars of subsidiary companies, which are included in consolidation are as under: (Please refer page 99)

Sl. No. Name of the Subsidiary Company Place of Incorporation

1. Numeric Lanka Technologies Pvt. Limited Colombo, Sri Lanka.

2. Numeric Power Systems Pte. Limited Singapore

3. Numeric Power Systems (Mauritius) Private Ltd Mauritius

4. Numeric Solar Energy Private Limited Chennai, India

5. Amex Alloys Private Limited Coimbatore, India

6. Amex Irons Private Limited Coimbatore, India

7. BS Powertech Solution Private Limited Chennai, India

ACCOUNTS OF SUBSIDIARY COMPANIES

The company undertakes that the annual accounts of the subsidiary companies and the related detailed information will be made available to shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies are being kept for inspection for the shareholders at the Registered Office of the Company. The hard copy of details of accounts of subsidiaries shall be furnished to any shareholder on demand.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates in consolidated financial statements and AS-27 on Financial Reporting of interests in Joint Ventures, we have attached the consolidated financial statements which form part of the Annual Report and Accounts.

AUDITORS

M/s. S.R. Batliboi & Associates, Chartered Accountants, 6th & 7th Floor, A Block, Tidel Park, No. 4, Rajiv Gandhi Salai, Taramani, Chennai - 600113 retire at the ensuing Annual General Meeting, and are eligible for reappointment

FUTURE PROSPECTS AND BUSINESS

SOLAR ENERGY:

As you are aware, the business of Numeric Power Systems Ltd consisted of three verticals viz, UPS Business, Solar and Wind energy, and LED Lighting business. As the UPS Business having been sold off by virtue of the Business Transfer Agreement with effect from May 29, 2012, your Company under the new name of SWELECT Energy Systems Limited (SWEES), will concentrate and accelerate the growth of business in the green field areas of Solar and Wind energy generation on behalf of the company and undertake Turn-Key Projects for various customers.

With over 27 years of expertise and experience in Power Electronics, power Management Systems SWEES is well positioned to capture sizeable share of Domestic and Global Market. This is evidenced from the fact that SWEES already has more than 1000 Roof-Top installations at Customers' sites in India and abroad.

As a Channel partner of MNRE, SWEES has the distinct advantage of being in close proximity to customers for pre-sale guidance, project implementation, commissioning and post-sale service with least possible lead time, so as to enable the customers to have rich harvest of solar/wind energy.

SWEES fully equipped with the State-of the Art technology and know-how is looking forward for strategic investment opportunities and Technical Collaborations for taking your Company to greater heights.

WIND POWER:

SWEES has already installed a 1.5 MW wind mill quite successfully and also commissioned an off-grid Solar-Wind Hybrid System. The R&D wing is actively engaged in developing different prototypes to revolutionize generation of alternate renewable and green energy.

LED PRODUCTS:

Globally, the future lighting system is going to be highly eco-friendly, mercury free and cost effective Light Emitting Diode(LED) lighting products SWEES is confident of capturing a good share of LED market.

UPSCALING FOUNDRY PRODUCTS:

The two Foundries at Coimbatore viz: AAPL and AIPL are progressing as per schedule and they are expected to contribute considerably during the current year.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause, is annexed to this report.

ACKNOWLEDGMENT

Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Financial Institutions, Banks, Suppliers, Customers and Vendors, whom your company looks upon as valued partners in progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, and the Registrar and Transfer Agents. Your Directors commend the zeal and zest of employees at all levels culminating in the Company setting yet another new record on its operational performance for the year. Your Directors thank all our valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.

For and on behalf of the Board of Directors

Chennai A.BALAN R.CHELLAPPAN

May 30, 2012. Director Managing Director


Mar 31, 2011

Dear Shareholders,

We have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts for the year ended March 31, 2011.

GROWTH OF THE COMPANY:

During the Year 2010-11, Numeric Power, with a commitment to achieve a sustainable growth, strived hard and marched successfully through the tough market conditions to put the Company on top of all the Indian UPS Companies for another year in succession. Our Company achieved a growth of 10.55% over the previous financial year on sales and other income, while the PAT is Rs.4,021.90 lakhs representing a growth of 9.33%. The EPS for the Financial Year 2010-11 is Rs.39.80.

Financial Results:

The Abridged stand-alone financial results are as under:- (Rs. in Lakhs)

Sl.No. Particulars for the year ended 31/3/2011 for the year ended 31/3/2010

1 SALES/INCOME FROM OPERATIONS 51,037.97 45,751.92

2 OTHER INCOME 401.10 776.36

3 SALES AND OTHER INCOME (1 2) 51,439.07 46,528.28

4 LESS: TAXES AND DUTIES 2,538.06 1,969.12

5 NET SALES AND OTHER INCOME (3-4) 48,901.01 44,559.16

6 OPERATING EXPENDITURE 42,954.59 38,831.71

7 PROFIT BEFORE DEPRECIATION, INTEREST&TAX (5-6) 5,946.42 5,727.45

8 INTEREST 374.93 338.95

9 DEPRECIATION 489.74 474.42

10 PROFIT BEFORE TAX (7-8-9) 5,081.75 4,914.08

11 TAX EXPENSE 1,059.85 1,235.45

12 PROFIT AFTER TAX (10-11) 4,021.90 3,678.63

13 TRANSFER TO GENERAL RESERVE 402.19 367.86

14 PROPOSED FINAL DIVIDEND 303.18 303.18

15 TAX ON DIVIDEND 49.18 50.35

16 BALANCE CARRIED FORWARD (12-13-14-15) 3,267.35 2,957.24

17 EQUITY CAPITAL 1,010.58 1,010.58

18 RESERVES AND SURPLUS 23,053.80 19,384.26

19 EPS (Rs.) 39.80 36.40



DIVIDEND

The Board of Directors have pleasure in recommending a Dividend of Rs. 3/- per equity share of Rs.10/- each (@ 30 % on the equity share capital of the Company), free of tax in the hands of the shareholders, for the year ended 31st March 2011, subject to approval of the shareholders.

MANUFACTURING FACILITIES & OFFICE DETAILS IN INDIA: We list below our existing production facilities.

UNIT - I - ELECTRONIC HARDWARE TECHNOLOGY PARK - EHTP: A 100% EOU registered under the STPI for exports – located in Chennai. The CE mark & UL approved power products are exported to several countries.

UNIT - II - UPS PLANT AT PUDUCHERRY: Equipped with modern assembly systems and conveyor line, this plant deals with Design, Manufacture, Sales & Service of NUMERIC brand of UPS systems and it also caters to a wider range of HPL series.

UNIT III - S - UPS PLANT WITH INTEGRATED CNC SHEET METAL FABRICATION & MAGNETICS AT IDAPPADI, SALEM: This state-of-the-art new plant was built during the FY 2007-08 and has been equipped for a high range of UPS production. This unit also supports the RURAL employment to address the PURA (Providing Urban Resources in Rural Areas) scheme launched by our Past President of India Dr. A.P.J. Abdul Kalam.

UNIT – IV- UPS PLANT AT PUDUCHERRY: Supplies the NUMERIC Digital HPE range of UPS systems.

UNIT – V – UPS PLANT AT HIMACHAL PRADESH – PARWANOO – This unit stands closed and we have adapted higher technological products for a better market reach.

UNIT – VI- UPS PLANT AT HIMACHAL PRADESH – PARWANOO This plant with integrated CNC fabrication facility caters to Mid range UPS requirements.

CNC FABRICATION PLANT- CHENNAI – OLD MAHABALIPURAM ROAD: This modernized Sheet metal process plant has two Fabrication process lines with a fully Automated Powder Coating facility. Expansion of fabrication plant was undertaken to accommodate 3 Phase UPS assembly (HIGH ENERGY DIVISION) at our existing plant.

TRANSFORMERS AND STABILISERS MANUFACTURING PLANT- CHENNAI – 122/1 OLD MAHABALIPURAM ROAD: The Stabilisers and Power Conditioning accessories are manufactured in this plant and this unit supports NUMERIC as a total Power Conditioning Systems Company in India.

SALES & SERVICE LOCATIONS:

The Company, fully understanding the fact that successful sale of any product anywhere in the globe depends upon total Customer satisfaction which can only be achieved by addressing the Customers' requirement in the form of Post-Sale service through Customer Service Outlets which are in close proximity to the Customers, the Company has established a strong network of 255 Service Centres on Pan-India basis. Once again NUMERIC is the First and the only Company with such a strong and large net work, with presence close to Customers which gives an added advantage of reducing the lead-time in attending to the Customers' needs.

EXTERNAL GROWTH:

1. Numeric Lanka Technologies Pvt. Ltd. - Colombo – Sri Lanka

2. Numeric Power Systems Pvt. Ltd – Singapore

3. Numeric Power Systems (Mauritius) Private Limited – Mauritius

NUMERIC RANKED - INDIA'S No.1 ON–LINE UPS COMPANY & POWER ELECTRONICS MANUFACTURER

It is our great pleasure to share with all our Investors that our company – NUMERIC has been ranked as NUMERO-UNO Online UPS Manufacturer, Power Electronic company of the year for the 18th year - all in a row. Apart from the above, SOFTDISK(SD) has also awarded us the No.1 Office / Line Interactive UPS manufacturer for the year 2010. The journals from the Association of Computer Professionals in India - SOFTDISK made a qualitative research on all India basis and publish the data every year.

AWARDS WON

1. SOFT DISK – SD AWARDS 2010

- No.1 On-Line UPS Manufacturer (18th Consecutive Year)

- No.1 Power Electronics Company of the Year (18th Consecutive Year)

- No.1 Off-Line / Line-interactive UPS Manufacturer of the year (5th consecutive Year)

- A Soft Disk rating for USER SATISFACTION SURVEY - 2010

2. FROST & SULLIVAN -2005 INDIAN UPS INDUSTRY AWARDS

- MARKET LEADERSHIP AWARD

3. FROST & SULLIVAN -2004 INDIAN UPS INDUSTRY AWARDS

- CUSTOMER SERVICE LEADERSHIP -MANUFACTURING SEGMENT

- PRODUCT LINE LEADERSHIP – BANKING, INSURANCE AND N.B.F.I SEGMENT

4. INTERNATIONAL FACILITY MANAGEMENT ASSOCIATION (IFMA) AWARD FOR EXCELLENCE SURVEY 2004

- BEST SERVICE PROVIDER, Category: M & E Suppliers

5. Awards from NCR, DELL, WIPRO & INFOSYS

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors hereby report under Section 217 (2AA) of the Companies Act, 1956, that:-

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

(ii) 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 of the company for the year;

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

and

(iv) The directors have prepared the annual accounts on a going concern basis.

DIRECTORS REAPPOINTMENT

Mr. V.M. Sivasubramaniam and Mr. R. Venkataraghavan, Directors retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

The resolutions in respect of the above reappointments are placed before the shareholders for their approval at the ensuing Annual General Meeting.

STATUTORY INFORMATION

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 will be provided on request. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, are annexed.

ACQUISITION OF AMEX ALLOYS PRIVATE LIMITED (AMEX)

This Company is situated in Coimbatore and its main activity is Steel Foundry business. This company has an installed capacity of 2400 MT per year to supply stainless steel and low carbon steel castings. In support of the diversification program, our Company has acquired 92% of the equity of this Company during the year under report. This subsidiary has achieved a sales turnover (Gross) of Rs.19.68 Crores during the Financial Year 2010-11. Amex exports steel castings to all major European customers, mostly in Germany and some key customers in the US. Amex has drawn a road map to grow the business rapidly.

CLOSURE OF SOUTH AFRICAN OPERATIONS

Numeric Power Systems (Pty) Limited has closed its operations in South Africa and have applied for de-registration formalities with the appropriate authorities during the year under review. The quantum of sales in South Africa is now co-ordinate by the Company's unit at Singapore and Africa's business is handled by established distributors to address the vast geography.

EXPLANATORY NOTE ON QUALIFICATION UNDER SECTION 217(3) OF THE COMPANIES ACT, 1956

The audited financial statements of the subsidiary company namely, Numeric Power Systems Pvt. Limited, Singapore, for the year ended March 31, 2011, will form part of the Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause, is annexed to this report.

RESULTS OF SUBSIDIARY COMPANIES

Information relating to the following subsidiary companies for the year ended March 31, 2011 are attached to this Report.

S.No. Name of Subsidiary Company Place of Incorporation

1. Numeric Lanka Technologies Pvt. Limited Colombo, Sri Lanka

2. Numeric Power Systems Pvt. Limited Singapore

3. Numeric Power Systems (Mauritius) Private Ltd Mauritius

4. Numeric Power Systems (Pty) Limited South Africa

5. Numeric Solar Energy Private Limited Chennai, India

6. Amex Alloys Private Limited Coimbatore, India

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates in consolidated financial statements and AS-27 on Financial Reporting of interests in Joint Ventures, we have attached the consolidated financial statements which form part of the Annual Report and Accounts.

AUDITORS

M/s. S.R. Batliboi & Associates, Chartered Accountants, TPL House, Second Floor, 3, Cenotaph Road, Chennai – 600 018 retire at the ensuing Annual General Meeting, and are eligible for reappointment.

ACKNOWLEDGMENT

Your Board places on record its appreciation for the support and co-operation received from the Government of India, State Governments, Financial Institutions, Banks, Suppliers, Customers and Vendors, whom your company looks upon as valued partners in progress. Your Directors commend the zeal and zest of employees at all levels culminating in the Company setting yet another new record on its operational performance for the year. Your Directors thank all our valuable investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.

For and on behalf of the Board of Directors

A.BALAN R.CHELLAPPAN

Director Managing Director

Chennai

May 30, 2011


Mar 31, 2010

We thank all our valuable investors who have been with the company all these years and we are very pleased to welcome all the new investors for their good support and continuing association in NUMERIC POWER SYSTEMS LIMITED.

GROWTH OF THE COMPANY:

Numeric Power marched ahead another successful year (FY 2009-10) witnessing a respectable growth in tough market conditions and put us on top among all the Indian UPS companies for yet another time. Our Company has achieved a growth of 7.58% over the previous financial year on Net sales and other income and the PAT is Rs.3678.63 Lakhs representing a growth of 9.95%. The EPS for FY 2009 - 2010 is Rs.36.40 (i.e. equivalent of Rs.72.80 prior to 1:1 bonus)

FINANCIAL HIGHLIGHTS:

The Abridged Stand-alone financial results are as under: -

(Rs. in Lakhs) for the year for the year

S. No. Particulars ended ended

31/3/2010 31/3/2009

1 SALES/INCOME FROM OPERATIONS 45,751.92 43,749.73

2 OTHER INCOME 776.36 494.51

3 SALES AND OTHER INCOME (1+2) 46,528.28 44,244.24

4 LESS: TAXES AND DUTIES 1,969.12 2,826.02

5 NET SALES AND OTHER INCOME (3-4) 44,559.16 41,418.22

6 OPERATING EXPENDITURE 38,831.71 36,509.95

7 PROFIT BEFORE DEPRECIATION, INTEREST & TAX (5-6) 5,727.45 4,908.27

8 INTEREST 338.95 500.56

9 DEPRECIATION 474.42 363.96

10 EXCEPTIONAL ITEM 0.00 643.60

11 PROFIT BEFORE TAX (7-8-9+10) 4,914.08 4,687.35

12 TAX EXPENSE 1,235.45 1,341.50

13 PROFIT AFTER TAX (11 -12) 3,678.63 3,345.85

14 TRANSFER TO GENERAL RESERVE 367.86 334.58

15 PROPOSED FINAL DIVIDEND 303.18 252.65

16 TAX ON DIVIDEND 50.35 42.93

17 BALANCE CARRIED FORWARD ( 13-14-15-16) 2,957.24 2,715.69

18 EQUITY CAPITAL 1,010.58 805.29

19 RESERVES AND SURPLUS 19,384.26 16,564.45

20 EPS (Rs.) 36.40 33.11

Note : The EPS of the year ended March 2009 is based on the increased paid up capital pursuant to the bonus issue, to make EPS for the current year comparable. The EPS for the year ended March 2009 was Rs. 66.22, based on the capital prior to Bonus issue.

DIVIDEND

The Board of Directors have pleasure in recommending a Dividend of Rs.3/- per equity share (@ 30 % on the equity share capital of the Company), free of tax in the hands of the shareholders, for the year ended 31st March 2010, subject to approval of the shareholders.

The Board of Directors have recommended the above dividend for the year ended March 31, 2010 on the capital after issue of bonus shares in the proportion of 1(one) new equity share of Rs.10/- each for every 1(one) existing equity share of Rs 10/-each of the Company.

MANUFACTURING FACILITIES & OFFICE DETAILS IN INDIA:

We list below our existing and newly established production facilities.

UNIT - I EHTP (ELECTRONIC HARDWARE TECHNOLOGY PARK) A 100% EOU registered under the STPI for exports - located in Chennai. The CE mark & UL approved power products are exported to several countries.

UNIT- II (UPS PLANT AT PONDICHERRY): Equipped with modern assembly systems and conveyor line, this plant deals with Design, Manufacture, Sales & Service of NUMERIC brand UPS systems. This plant is under expansion to address a wider range of HPL series.

UNIT III - S (UPS PLANT WITH INTEGRATED CNC SHEET METAL FABRICATION & MAGNETICS AT IDAPPADI, SALEM): This state-of-the-Art new plant was built during the FY 2007-08 and has been equipped for a higher rate of UPS production. This unit also supports the RURAL employment to address the PURA (Providing Urban Resources in Rural Areas) scheme launched by our Past President Prof. Abdul Kalam.

UNIT - IV (UPS PLANT AT PONDICHERRY): Supplies the NUMERIC Digital HPE range of UPS systems.

UNIT - V (UPS PLANT IN HIMACHAL PRADESH - PARWANOO): This plant supports the North India market for supplying Numeric Digital HP and HPE range of UPS Systems.

UNIT - VI (UPS PLANT WITH INTEGRATED CNC FABRICATION FACILITY IN HIMACHAL PRADESH - PARWANOO): This new facility was commissioned on 16/2/2010 and Commercial production commenced during the Financial year.

CNC FABRICATION PLANT (CHENNAI - OLD MAHABALIPURAM ROAD): This modernized Sheet metal process plant has two Fabrication process lines with a fully Automated Powder coating facility. Fabrication Plant has been expanded to accommodate 3 Phase UPS assembly (HIGH ENERGY DIVISION) at our existing plant located at 122/1, Old Mahabalipuram Road, Chennai - 600 119.

TRANSFORMERS AND STABILISERS MANUFACTURING PLANT (CHENNAI - 122/1 OLD MAHABALIPURAM ROAD): The Stabilisers and Power Conditioning accessories are manufactured in this plant and this unit supports NUMERIC as a total Power conditioning Systems Company in India.

SALES & SERVICE LOCATIONS:

7 Service centers have been added during the year to the existing 228 centers totaling a strong network of 235 locations by 31st March 2010. NUMERIC is the only company with such large network and presence close to customers.

EXTERNAL GROWTH:

1. Numeric Lanka Technologies Pvt. Ltd. - Colombo - Sri Lanka

2. Numeric Power Systems PTE Ltd - Singapore

3. Numeric Power Systems (Mauritius) Private Limited - Mauritius

4. Numeric Power Systems (PTY) Limited - South Africa

RANGE OF NUMERIC PRODUCTS:

NUMERIC BRAND:

500 VA- 2 KVAOFF - LINE & LINE INTERACTIVE UPS SYSTEMS

1 - 3 KVA LINE INTERACTIVE SINE WAVE UPS SYSTEMS

3-20 KVA SINE WAVE INVERTERS

500 VA - 3 KVA DIGITAL HP RANGE OF ON - LINE UPS SYSTEMS

5 - 60 KVA DIGITAL HPE SERIES ON - LINE UPS SYSTEMS

10 - 4800 KVA NUMERIC BRAND ADVANCED TECHNOLOGY UPS

POWER CONDITIONER ACCESSORIES & SERVO STABILISERS

ELECTRICAL POWER QUALITY AUDITS & SYSTEM DESIGN

NUMERIC RANKING - INDIAS No.1 ON-LINE UPS COMPANY & POWER ELECTRONICS MANUFACTURER

It is our great pleasure to share with all our Investors that our company - NUMERIC has been ranked as No.1 Online UPS Manufacturer, Power Electronic company of the year for the 17th year all in a row. Apart from the above, SD has also awarded us the No.1 Offline / Line Interactive UPS manufacturer for the year 2009 . The journals from the Association of Computer Professionals in India -SOFTDISK made a qualitative research on all India basis and publish the data every year.

AWARDS WON

1. SOFT DISK - SD Awards 2009

- No.1 On-Line UPS Manufacturer (17th Consecutive Year)

- No.1 Power Electronic Company of the Year (17th Consecutive Year)

- No.1 Off-Line /Line-interactive UPS Manufacturer of the year (4th consecutive Year)

- A++ Soft Disk rating for USER SATISFACTION SURVEY -2009

2. FROST & SULLIVAN -2005 INDIAN UPS INDUSTRY AWARDS

- MARKET LEADERSHIP AWARD

3. FROST & SULLIVAN -2004 INDIAN UPS INDUSTRY AWARDS

- CUSTOMER SERVICE LEADERSHIP -MANUFACTURING SEGMENT

- PRODUCT LINE LEADERSHIP - BANKING, INSURANCE AND N.B.F.I SEGMENT

4. INTERNATIONAL FACILITY MANAGEMENT ASSOCIATION (IFMA) AWARD FOR EXCELLENCE SURVEY 2004

- BEST SERVICE PROVIDER, Category: M & E Suppliers

5. Awards from NCR, DELL, WIPRO & INFOSYS.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors hereby report under Section 217 (2AA) of the Companies Act, 1956, that:-

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

(ii) The directors had selected such accounting policies and applied them consistently and made judgements 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 of the company for the year;

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

and

(iv) The directors have prepared the annual accounts on a going concern basis.

DIRECTORS

REAPPOINTMENT

Mr. N. Natarajan and Mr. B.G. Giri retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

At the meeting of Board of Directors of the Company held on 15th April 2010, Mr. R. Chellappan was reappointed as Managing Director for a further period of 5 years from 1st May 2010 to 30th April 2015.

At the meeting of Board of Directors of the Company held on 28th May 2010, Mr. A. Balan and Mr. K. V. Nachiappan were reappointed as Whole-time Directors for a further period of 5 years from 12th September 2010 to 11th September 2015.

The resolutions in respect of the above reappointments are placed before the shareholders for their approval at the ensuing Annual General Meeting.

STATUTORY INFORMATION

The information required under Section 217(2A) of the Act and the Rules made thereunder, is provided in an Annexure forming part of this Report. In terms of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the (Companies Disclosure of Particulars in the Report of the Board of Directors) Rules, are annexed.

CREATION OF WOS - NUMERIC SOLAR ENERGY PVT LTD

A wholly Owned Subsidiary was created with a strong focus to develop GREEN ENERGY PRODUCTS that will include the following:

SOLAR POWER CONVERTERS AND PROJECTS

LED LIGHTING SOLUTIONS

SOLAR ENERGY PROJECTS

NUMERIC continues to implement SPV (Solar Photo Voltaic) projects in India and abroad including Japan, Kenya, Nigeria etc., Numeric has created a strong installed base in the following areas of making Solar Power available towards the Green Energy movement:

¦ Stand alone and Distributed Mini Grid Systems

¦ Solar Hybrid UPS Systems

¦ Grid Connected Solar Power Systems

EXPLANATORY NOTE ON QUALIFICATION UNDER SECTION 217(3) OF THE COMPANIES ACT, 1956

The audited financial statements of the subsidiary company namely, Numeric Power Systems Pte. Limited, Singapore, for the year ended March 31, 2010, will form part of the Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause, is annexed to this report.

RESULTS OF SUBSIDIARY COMPANIES

Information relating to the following subsidiary companies for the year ended March 31, 2010, are attached to this Report.

S.No. Name of subsidiary Company Place of Incorporation

1. Numeric Lanka Technologies Pvt. Limited, Colombo, Sri Lanka.

2. Numeric Power Systems Pte. Limited, Singapore.

3. Numeric Power Systems (Mauritius) Private Ltd, Mauritius.

4. Numeric Power Systems (PTY) Ltd, Johannesburg, South Africa.

5. Numeric Solar Energy Private Limited, Chennai, Tamil Nadu, India

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates in consolidated financial statements and AS-27 on Financial Reporting of interests in Joint Ventures, we have attached the consolidated financial statements which form part of the Annual Report and Accounts.

AUDITORS

M/s. S.R. Batliboi & Associates, Chartered Accountants, TPL House, Second Floor, 3, Cenotaph Road, Chennai - 600 018 retire at the ensuing Annual General Meeting, and are eligible for reappointment.

ACKNOWLEDGMENT

Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Financial Institutions, Banks, Suppliers, Customers and Vendors, whom your company looks upon as valued partners in progress. Your Directors commend the zeal and zest of employees at all levels culminating in the Company setting yet another new record on its operational performance for the year and also wish to thank the shareholders for their continued patronage and confidence reposed in the Management.

For and on behalf of the Board of Directors

Chennai 28th May 2010

R. CHELLAPPAN A. BALAN

Managing Director Director